VOTING AGREEMENTVoting Agreement • January 24th, 2013 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings • Maryland
This Voting Agreement (this “Agreement”) is made and entered into as of January 22, 2013, by and among Cole Credit Property Trust II, Inc., a Maryland corporation (“Cole”), Cole Operating Partnership II, LP, a Delaware limited partnership (“Cole Operating Partnership”, and together with Cole, the “Cole Parties”), and the undersigned stockholder (the “Stockholder”) of Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”).
AGREEMENT AND PLAN OF MERGER AMONG SPIRIT REALTY CAPITAL, INC. SPIRIT REALTY, L.P. COLE CREDIT PROPERTY TRUST II, INC. AND COLE OPERATING PARTNERSHIP II, LP DATED AS OF JANUARY 22, 2013Agreement and Plan of Merger • January 24th, 2013 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings • Maryland
AGREEMENT AND PLAN OF MERGER dated as of January 22, 2013 (this “Agreement”), by and among Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”), Spirit Realty, L.P., a Delaware limited partnership (“Spirit Operating Partnership” and together with Spirit, the “Spirit Parties”), Cole Credit Property Trust II, Inc., a Maryland corporation (“Cole”) and Cole Operating Partnership II, LP, a Delaware limited partnership (the “Cole Operating Partnership” and, together with Cole, the “Cole Parties”). Spirit, Spirit Operating Partnership, Cole and the Cole Operating Partnership are each sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in Article 1.
ADVISORY AND PROPERTY MANAGEMENT MATTERS AGREEMENTAdvisory and Property Management Matters Agreement • January 24th, 2013 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings • Arizona
This Advisory and Property Management Matters Agreement (this “Agreement”) is made and entered into as of January 22, 2013 (the “Execution Date”), by and between Cole REIT Advisors II, LLC, a Delaware limited liability company (the “Advisor”), Cole Realty Advisors, Inc. (f/k/a Fund Realty Advisors, Inc.), an Arizona corporation (the “Property Manager” and together with the Advisor, the “Advisor Parties”), Cole Credit Property Trust II, Inc., a Maryland corporation (the “Company”), and Cole Operating Partnership II, LP, a Delaware limited partnership (the “Company OP,” and together with the Company, the “Company Parties”). The Advisor, the Property Manager, the Company and the Company OP are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
