0000950123-17-006370 Sample Contracts

FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 27th, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”) and Nuveen Securities, LLC (the “Dealer Manager”).

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FORM OF ADVISORY AGREEMENT AMONG NUVEEN GLOBAL CITIES REIT, INC., NUVEEN GLOBAL CITIES REIT OP, LP, AND TH REAL ESTATE GLOBAL CITIES ADVISORS, LLC
Advisory Agreement • July 27th, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the [ ] day of [ ], 2017 (the “Effective Date”), is by and among Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), Nuveen Global Cities REIT OP, LP, a Delaware limited partnership (the “Operating Partnership”), and TH Real Estate Global Cities Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM OF PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • July 27th, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

Nuveen Securities, LLC, as the dealer manager (“Dealer Manager”) for Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

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