FIRST AMENDED AND RESTATED ADVISORY AGREEMENT AMONG CLARION PARTNERS PROPERTY TRUST INC., CPT OPERATING PARTNERSHIP LP, AND CPT ADVISORS LLCAdvisory Agreement • March 9th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
THIS FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 3rd day of March, 2011 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is among Clarion Partners Property Trust Inc., formerly Clarion Property Trust Inc., a Maryland corporation (the “Company”), CPT Operating Partnership LP, formerly Clarion Property Trust Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and CPT Advisors LLC, a Delaware limited liability company (collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
DEALER MANAGER AGREEMENT CLARION PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share January 7, 2011Dealer Manager Agreement • March 9th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
Clarion Property Trust Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $2,250,000,000 in any combination of Class A shares and Class W shares of its common stock, $0.01 par value per share (the “Common Stock”), consisting of Class A shares and Class W shares, of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Company is offering to the public two classes of shares of Common Stock, Class A shares and Class W shares. The differences between the classes of shares of Common Stock and the eligibility requirements for each class are described in detail in the Prospectus (as herein
FORM OF PARTICIPATING BROKER-DEALER AGREEMENTDealer Agreement • March 9th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
Subject to the terms described herein, ING Investments Distributor, LLC, as the dealer manager (the “Dealer Manager”) for Clarion Property Trust Inc., a Maryland corporation (the “Company”), invites you (“Participating Broker-Dealer”) to participate in the distribution, on a “best efforts” basis, of up to $2,250,000,000 in any combination of Class A and Class W shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), to the public (the “Offering”), of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public at a purchase price equal to the Company’s net asse
FIRST AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • March 9th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts
This First Amendment to the Escrow Agreement (the “Amendment”) is made and entered into as of the 4th day of March, 2011, by and among Clarion Property Trust Inc. (the “Company”), ING Investments Distributor, LLC (the “Dealer Manager”) and BNY Mellon Investment Servicing (US) Inc., as escrow agent (the “Escrow Agent” and collectively, the “Parties”).
