SECOND AMENDED AND RESTATED ADVISORY AGREEMENT AMONG CLARION PARTNERS PROPERTY TRUST INC., CPT REAL ESTATE LP, AND CPT ADVISORS LLCAdvisory Agreement • May 13th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 6th day of May, 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 by and among Clarion Partners Property Trust Inc., a Maryland corporation (the “Company”), CPT Real Estate 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.
FIRST AMENDED AND RESTATED DEALER MANAGER AGREEMENT CLARION PARTNERS PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share May 6, 2011Dealer Manager Agreement • May 13th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
This First Amended and Restated Dealer Manager Agreement amends and restates that certain Dealer Manager Agreement dated January 7, 2011 by and between the Company and ING Investments Distributor, LLC (the “Dealer Manager”).
FIRST AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • May 13th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
THIS FIRST AMENDED AND RESTATED ESCROW AGREEMENT (the “Agreement”) made and entered into as of the 12th day of May, 2011 (“Effective Date”), by and among Clarion Partners 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” or “BNYM”), amends and restates that certain Escrow Agreement dated October 22, 2010, as amended by the First Amendment to the Escrow Agreement dated March 4, 2011 (collectively, the “Prior Escrow Agreement”).
FORM OF PARTICIPATING BROKER-DEALER AGREEMENTParticipating Broker-Dealer Agreement • May 13th, 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 Partners 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
