AGREEMENT AND PLAN OF MERGER BY AND AMONG CIM REAL ESTATE FINANCE TRUST, INC., THOR III MERGER SUB, LLC, AND COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. DATED AS OF AUGUST 30, 2020Merger Agreement • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of August 30, 2020 (this “Agreement”), is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor III Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (“CCIT III”). Each of CMFT, Merger Sub and CCIT III is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
Cole Office & Industrial REIT (CCIT III), Inc. Phoenix, Arizona 85016Advisory Agreement • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
This letter agreement sets forth certain agreements and understandings that each of Cole Corporate Income Management III, LLC (the “Advisor”) and Cole Office and Industrial REIT (CCIT III), Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination (the “Merger”) with CIM Real Estate Finance Trust, Inc. (“CMFT”) and Thor III Merger Sub, LLC pursuant to the Agreement and Plan of Merger among them dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Advisory Agreement, dated as of September 22, 2016 (the “Advisory Agreement”), by and between the Company and the Advisor, as amended.
