0001572758-14-000018 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • March 28th, 2014 • Cole Office & Industrial REIT (CCIT II), Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into, as of January 13, 2014, among Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • March 28th, 2014 • Cole Office & Industrial REIT (CCIT II), Inc. • Real estate investment trusts • Arizona

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) the Company has received subscriptions for at least $2,500,000 in shares of Stock in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Pennsylvania (“Pennsylvania Subscribers”), the Company has received subscriptions for Stock resulting in total mini

AGREEMENT OF SALE AND PURCHASE BETWEEN
Agreement of Sale and Purchase • March 28th, 2014 • Cole Office & Industrial REIT (CCIT II), Inc. • Real estate investment trusts • California

THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into as of December 11, 2013 (the “Effective Date”), by HINES VAF NO CAL PROPERTIES, L.P., a Delaware limited partnership (“Seller”), and SERIES C, LLC, an Arizona limited liability company (“Purchaser”).

FIRST AMENDMENT TO THE ADVISORY AGREEMENT BY AND BETWEEN COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC. AND COLE CORPORATE INCOME ADVISORS II, LLC
Advisory Agreement • March 28th, 2014 • Cole Office & Industrial REIT (CCIT II), Inc. • Real estate investment trusts

This FIRST AMENDMENT of the ADVISORY AGREEMENT (this “Amendment”) is made as of November 12, 2013 by and between COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS II, LLC, a Delaware limited liability company (the “Advisor”). This Amendment amends that certain Advisory Agreement, dated as of August 27, 2013, by and between the Company and the Advisor (the “Advisory Agreement”). All capitalized terms not defined herein shall have the meanings given to each in the Advisory Agreement.

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