0001688016-18-000002 Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • May 16th, 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

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FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P.
Agreement of Limited Partnership • May 16th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • 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 May 8, 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).

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