ADVISORY AGREEMENTAdvisory Agreement • February 19th, 2008 • Cole Retail Income Trust, Inc. • Arizona
This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the ___ day of [ ], 2008; by and between COLE RETAIL INCOME TRUST, INC., a Maryland corporation (the “Company”), and COLE RETAIL INCOME ADVISORS, LLC, a Delaware limited liability company (the "Advisor”).
COLE RETAIL INCOME TRUST, INC. Up to 250,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTSelected Dealer Agreement • February 19th, 2008 • Cole Retail Income Trust, Inc. • Arizona
Cole Retail Income Trust, Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of 250,000,000 shares of its common stock, $0.01 par value per share (the “Offering”), of which amount 20,000,000 shares are to be offered to the public for $9.50 per share and 210,000,000 shares are to be offered to the public for $10.00 per share (collectively the “Shares” or the “Stock”) and an additional 20,000,000 shares are to be offered pursuant to the Company’s distribution reinvestment plan at the higher of 95% of the estimated value of a share of our common stock, as estimated by our board of directors, or $9.50 per share. There shall be a minimum purchase by any one person of 250 Shares (except as otherwise indicated in the Prospectus or in any letter or memorandum for the Company to Cole Capital Corporation (the “Dealer Manager”)). Terms not defined herein shall have the same meaning as in the Prospectus. In connection therewith, the Company hereby agrees with
PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management and Leasing Agreement • February 19th, 2008 • Cole Retail Income Trust, Inc. • Arizona
This PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as of the ___day of , 2008, by and among COLE RETAIL INCOME TRUST, INC., a Maryland corporation (“CRIT”), CRIT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“CRIT OP”), and COLE REALTY ADVISORS, INC., an Arizona corporation (the “Manager”).
AGREEMENT OF LIMITED PARTNERSHIP OF CRIT OPERATING PARTNERSHIP, LP January 22, 2008Cole Retail Income Trust, Inc. • February 19th, 2008 • Delaware
This Agreement of Limited Partnership is entered into effective as of the 22nd day of January, 2008, by and among Cole Retail Income Trust, Inc., a Maryland corporation, Cole Retail Income Advisors, LLC, a Delaware limited liability company (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 CRIT Operating Partnership, LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware effective as of the date hereof.
Cole Retail Income Trust, Inc. 2008 Stock Incentive Plan Stock Option AgreementIncentive Plan Stock Option Agreement • February 19th, 2008 • Cole Retail Income Trust, Inc. • Maryland
Cole Retail Income Trust, Inc., a Maryland corporation (the “Company”), hereby grants to the optionee named below (“Optionee”) an option (this “Option”) to purchase the total number of shares shown below of Common Stock of the Company (“Shares”) at the exercise price per share set forth below (the “Exercise Price”), subject to all of the terms and conditions on the reverse side of this Stock Option Agreement and the Cole Retail Income Trust, Inc. 2008 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions set forth on the reverse side hereof and the terms and conditions of the Plan are incorporated herein by reference.
