0000950123-12-001200 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • January 24th, 2012 • Cole Credit Property Trust Iv, Inc. • Real estate investment trusts • Arizona

This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the 20th day of January, 2012, by and between COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation (the “Company”), and COLE REIT ADVISORS IV, LLC, a Delaware limited liability company (the “Advisor”).

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ESCROW AGREEMENT
Escrow Agreement • January 24th, 2012 • Cole Credit Property Trust Iv, Inc. • Real estate investment trusts • Arizona

COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) in the case of subscriptions received from all nonaffiliates of the Company, the Company has received subscriptions for at least $2,500,000 in shares of Stock in the Offering (the “Required Capital”); and (ii) in the case of subscriptions received from residents of Pennsylvania (“Pennsylvania Subscribers”), t

COLE CREDIT PROPERTY TRUST IV, INC. Up to 300,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • January 24th, 2012 • Cole Credit Property Trust Iv, Inc. • Real estate investment trusts • Arizona

Cole Credit Property Trust IV, Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of 300,000,000 shares of its common stock, $0.01 par value per share (the “Offering”), of which amount 250,000,000 shares are to be offered to the public for $10.00 per share (collectively the “Shares” or the “Stock”) and an additional up to 50,000,000 shares are to be offered pursuant to the Company’s distribution reinvestment plan at $9.50 per share until such time as the Company’s board of directors determines a reasonable estimate of the value of our shares. Thereafter, the per share offering price under the Company’s distribution reinvestment plan will be the most recent estimated value per share as determined by the Company’s board of directors as described in the “Summary of Distribution Reinvestment Plan” section of the Prospectus (as defined below). The Company reserves the right to reallocate the Shares included in the Offering between those offered to the p

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLE OPERATING PARTNERSHIP IV, LP January 20, 2012
Agreement • January 24th, 2012 • Cole Credit Property Trust Iv, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Agreement of Limited Partnership is effective as of the 20th day of January, 2012, by and among Cole Credit Property Trust IV, Inc., a Maryland corporation f/k/a Cole Advisor Retail Income REIT, Inc. and Cole Retail Property Trust, Inc., Cole REIT Advisors IV, LLC a Delaware limited liability company f/k/a Cole Advisors: Retail Income, LLC and Cole Retail Advisors, LLC (the “ Original Limited Partner ”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time, with respect to Cole Operating Partnership IV, LP, a limited partnership formed under the laws of the State of Delaware f/k/a Cole Advisor Retail Income Operating Partnership, LP and Cole Retail Operating Partnership, LP (the “ Partnership ”), pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on July 27, 2010.

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