0001193125-13-338426 Sample Contracts

FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 16th, 2013 • Cole Real Estate Income Strategy (Daily Nav), Inc. • Real estate investment trusts • Arizona

This AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) is entered into on this the day of , 2013, by and among COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., a Maryland corporation (the “Company”), COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Operating Partnership”) and COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).

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COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC. Up to $4,000,000,000 in W Shares, A Shares and I Shares of Common Stock FORM OF AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 16th, 2013 • Cole Real Estate Income Strategy (Daily Nav), Inc. • Real estate investment trusts • Arizona
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FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 16th, 2013 • Cole Real Estate Income Strategy (Daily Nav), Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO AMENDED AND RESTATED ESCROW AGREEMENT (this “Amendment”) is entered into as of this [ ] day of [ ], 2013 by and among COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., a Maryland corporation (the “Company”), COLE CAPITAL CORPORATION, an Arizona corporation (the “Dealer Manager”) and UMB BANK, N.A. (the “Escrow Agent”).

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