PHILLIPS EDISON GROCERY CENTER REIT III, INC. UP TO $1.7 BILLION IN SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTDealer Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.7 billion in shares (the “Shares”) of its common stock, $0.01 par value per share (the “Offering”), to be issued and sold (consisting of up to $1.5 billion in any combination of Class T shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.42 per share, Class I shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.00 per share, and $0.2 billion in Class T and Class I shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.80 per share, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Company reserves the right to reallocate the Shares offered between the primary portion of the Offering and the distribution reinvestment plan, and among classes of
MASTER SERVICES AGREEMENTMaster Services Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Ohio
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into as of October 4, 2017, by and among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Owner”), and PHILLIPS EDISON & COMPANY, LTD., an Ohio limited liability company (“Manager”).
MASTER PROPERTY MANAGEMENT AGREEMENTMaster Property Management Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Ohio
THIS MASTER PROPERTY MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of October 4, 2017, by and among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Owner”), and PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (“Manager”).
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P.Phillips Edison Grocery Center REIT III, Inc. • March 13th, 2018 • Real estate investment trusts
This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this “Amendment”) is made effective as of _________, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the “General Partner”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).
FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENTShopping Center Purchase and Sale Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of December 8, 2017 by and between RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
SHOPPING CENTER PURCHASE AND SALE AGREEMENTLease Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS SHOPPING CENTER PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 21st day of November, 2017 (the “Effective Date”), by and between RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Seller”), with offices at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”), with offices at 11501 Northlake Drive, Cincinnati, Ohio 45249.
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER ***shopping center purchase and sale agreementAssignment and Assumption • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
Reference is made to the Shopping Center Purchase and Sale Agreement dated November 21, 2017, as amended (collectively, the “Agreement”) between the Phillips Edison Group LLC, an Ohio limited liability company (“Assignor”), as Purchaser, and Ramco-Gershenson Properties, L.P., a Delaware limited partnership, as Seller, with respect to the Rolling Meadows Shopping Center located in Rolling Meadows, Illinois. Capitalized terms used herein but not defined have the meanings set forth for the same in the Agreement. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby assigns, transfers and sets over all of Assignor’s right, title, and interest as Purchaser under the Agreement (i) with respect to Lot 4 in the Rolling Meadows Shopping Center Subdivision of Lot 1 in Rolling Meadows Unit No. 4 and the land and improvements thereon (and $13,600,000.00 of the Purchase Price under the Agreement and $110,000.00 of the Deposit under the Agreem
