EX-10.2




 Exhibit 10.2 
 FORM OF 
 AGREEMENT OF LIMITED PARTNERSHIP 

OF 

COLE CORPORATE INCOME OPERATING PARTNERSHIP II, L.P. 
 [March     , 2013] 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I DEFINED TERMS
	  	 	1	  
		
	 ARTICLE II PARTNERSHIP FORMATION AND IDENTIFICATION
	  	 	9	  
			
	 2.1
	 	 Formation
	  	 	9	  
			
	 2.2
	 	 Name, Office and Registered Agent
	  	 	9	  
			
	 2.3
	 	 Partners
	  	 	9	  
			
	 2.4
	 	 Term and Dissolution
	  	 	9	  
			
	 2.5
	 	 Filing of Certificate and Perfection of Limited Partnership
	  	 	10	  
			
	 2.6
	 	 Certificates Describing Partnership Units
	  	 	10	  
		
	 ARTICLE III BUSINESS OF THE PARTNERSHIP
	  	 	11	  
		
	 ARTICLE IV CAPITAL CONTRIBUTIONS AND ACCOUNTS
	  	 	11	  
			
	 4.1
	 	 Capital Contributions
	  	 	11	  
			
	 4.2
	 	 Additional Capital Contributions and Issuances of Additional Partnership Interests
	  	 	11	  
			
	 4.3
	 	 Additional Funding
	  	 	13	  
			
	 4.4
	 	 Tax Treatment of Partnership; Establishment of Capital Accounts
	  	 	13	  
			
	 4.5
	 	 Percentage Interests
	  	 	14	  
			
	 4.6
	 	 No Interest on Contributions
	  	 	14	  
			
	 4.7
	 	 Return of Capital Contributions
	  	 	14	  
			
	 4.8
	 	 No Third-Party Beneficiary
	  	 	14	  
		
	 ARTICLE V PROFIT AND LOSS; DISTRIBUTIONS
	  	 	15	  
			
	 5.1
	 	 Allocation of Profit and Loss
	  	 	15	  
			
	 5.2
	 	 Distributions of Cash
	  	 	17	  
			
	 5.3
	 	 REIT Distribution Requirements
	  	 	18	  
			
	 5.4
	 	 No Right to Distributions in Kind
	  	 	18	  
			
	 5.5
	 	 Limitations on Return of Capital Contributions
	  	 	18	  
			
	 5.6
	 	 Distributions Upon Liquidation
	  	 	18	  
			
	 5.7
	 	 Substantial Economic Effect
	  	 	19	  


  
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	 ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER
	  	 	19	  
			
	 6.1
	 	 Management of the Partnership
	  	 	19	  
			
	 6.2
	 	 Delegation of Authority
	  	 	22	  
			
	 6.3
	 	 Indemnification and Exculpation of Indemnitees
	  	 	22	  
			
	 6.4
	 	 Liability of the General Partner
	  	 	24	  
			
	 6.5
	 	 Reimbursement of General Partner
	  	 	25	  
			
	 6.6
	 	 Outside Activities
	  	 	25	  
			
	 6.7
	 	 Employment or Retention of Affiliates
	  	 	26	  
			
	 6.8
	 	 Title to Partnership Assets
	  	 	26	  
			
	 6.9
	 	 Miscellaneous
	  	 	26	  
		
	 ARTICLE VII CHANGES IN GENERAL PARTNER
	  	 	27	  
			
	 7.1
	 	 Transfer of the General Partner’s Partnership Interest
	  	 	27	  
			
	 7.2
	 	 Admission of a Substitute or Additional General Partner
	  	 	28	  
			
	 7.3
	 	 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner
	  	 	29	  
			
	 7.4
	 	 Removal of a General Partner
	  	 	29	  
		
	 ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
	  	 	30	  
			
	 8.1
	 	 Management of the Partnership
	  	 	30	  
			
	 8.2
	 	 Power of Attorney
	  	 	30	  
			
	 8.3
	 	 Limitation on Liability of Limited Partners
	  	 	30	  
			
	 8.4
	 	 Ownership by Limited Partner of Corporate General Partner or Affiliate
	  	 	30	  
			
	 8.5
	 	 Exchange Right
	  	 	31	  
			
	 8.6
	 	 Call Right
	  	 	32	  
			
	 8.7
	 	 Duties and Conflicts
	  	 	34	  
		
	 ARTICLE IX TRANSFERS OF LIMITED PARTNERSHIP INTERESTS
	  	 	34	  
			
	 9.1
	 	 Purchase for Investment
	  	 	34	  
			
	 9.2
	 	 Restrictions on Transfer of Limited Partnership Interests
	  	 	34	  
			
	 9.3
	 	 Admission of Substitute Limited Partner
	  	 	35	  
			
	 9.4
	 	 Rights of Assignees of Partnership Interests
	  	 	36	  
			
	 9.5
	 	 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner
	  	 	37	  
			
	 9.6
	 	 Joint Ownership of Interests
	  	 	37	  


  
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	 ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS
	  	 	37	  
			
	 10.1
	 	 Books and Records
	  	 	37	  
			
	 10.2
	 	 Custody of Partnership Funds; Bank Accounts
	  	 	38	  
			
	 10.3
	 	 Fiscal and Taxable Year
	  	 	38	  
			
	 10.4
	 	 Annual Tax Information and Report
	  	 	38	  
			
	 10.5
	 	 Tax Matters Partner; Tax Elections; Special Basis Adjustments
	  	 	38	  
			
	 10.6
	 	 Reports to Limited Partners
	  	 	39	  
		
	 ARTICLE XI AMENDMENT OF AGREEMENT; MEETINGS
	  	 	39	  
			
	 11.1
	 	 Amendment
	  	 	39	  
			
	 11.2
	 	 Meetings of Partners
	  	 	40	  
		
	 ARTICLE XII MERGER, EXCHANGE OR CONVERSION
	  	 	41	  
			
	 12.1
	 	 Merger, Exchange or Conversion of Partnership
	  	 	41	  
			
	 12.2
	 	 Approval of Plan of Merger, Exchange or Conversion
	  	 	42	  
			
	 12.3
	 	 Rights of Dissenting Limited Partners
	  	 	43	  
		
	 ARTICLE XIII GENERAL PROVISIONS
	  	 	44	  
			
	 13.1
	 	 Notices
	  	 	44	  
			
	 13.2
	 	 Survival of Rights
	  	 	44	  
			
	 13.3
	 	 Additional Documents
	  	 	44	  
			
	 13.4
	 	 Severability
	  	 	44	  
			
	 13.5
	 	 Entire Agreement
	  	 	45	  
			
	 13.6
	 	 Pronouns and Plurals
	  	 	45	  
			
	 13.7
	 	 Headings
	  	 	45	  
			
	 13.8
	 	 Counterparts
	  	 	45	  
			
	 13.9
	 	 Governing Law
	  	 	45	  
			
	 13.10
	 	 Arbitration
	  	 	45	  
			
	 13.11
	 	 Vote of Affiliated Limited Partners
	  	 	46	  
			
	 13.12
	 	 Acknowledgement as to Exculpation and Indemnification
	  	 	46	  


  
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 AGREEMENT OF LIMITED PARTNERSHIP 

OF 
 COLE
CORPORATE INCOME OPERATING PARTNERSHIP II, LP 
 This Agreement of Limited Partnership (this “Agreement”) is
entered into effective as of the      day of March, 2013, by and among Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation, CRI CCIT II, LLC, a Delaware limited liability company (the
“Original Limited Partner”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time, with respect to COLE CORPORATE INCOME OPERATING PARTNERSHIP II,
LP, a limited partnership formed under the laws of the State of Delaware (whether treated as a partnership or disregarded entity for federal income tax purposes, the “Partnership”), pursuant to a Certificate of Limited Partnership
filed with the Office of the Secretary of State of the State of Delaware on March     , 2013. 
 RECITALS

 WHEREAS, the parties desire to enter into this Agreement in order to set forth the terms and conditions under
which the Partnership will be operated, as well as the rights, obligations, and limitations of the General Partner and the Limited Partners with respect to each other and the Partnership as a whole. 

NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants between the parties to this Agreement, and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 
 AGREEMENT 
 ARTICLE I 

DEFINED TERMS 
 The following defined terms used in this Agreement shall have the meanings specified below: 

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time. 

“Additional Funds” has the meaning set forth in Section 4.3 hereof. 
 “Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 4.2 hereof and who is shown as such on the books and records of the
Partnership. 
 “Additional Securities” has the meaning set forth in Section 4.2(a)(ii) hereof. 

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership,
(ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which
expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include
any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly. 








 “Advisor” or “Advisors” means the Person or Persons, if any, appointed,
employed or contracted with by the General Partner pursuant to its Articles of Incorporation and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person to whom the Advisor subcontracts
all or substantially all of such functions. 
 “Affiliate” or “Affiliated” means, with respect to any Person,
(i) any Person directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer,
director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. 
 “Agreed Value” means (i) the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner
as of the date of contribution as set forth on Exhibit A hereto, as it may be amended from time to time, or (ii) in the case of any contribution or distribution of property other than cash not set forth on Exhibit A, the fair
market value of such property as determined by the General Partner at the time such property is contributed or distributed, reduced by liabilities either assumed by the Partnership or Partner upon such contribution or distribution or to which such
property is subject when the property is contributed or distributed. 
 “Agreement” means this Agreement of Limited
Partnership, as it may be amended or restated from time to time. 
 “Articles of Incorporation” means the Articles of
Incorporation of the General Partner filed with the Maryland State Department of Assessments and Taxation, as amended or restated from time to time. 
 “Call Notice” means a Call Notice, as defined in Section 8.6(a) hereof and substantially in the form of Exhibit C hereto. 

“Call Right” has the meaning provided in Section 8.6(a) hereof. 
 “Capital Account” has the meaning provided in Section 4.4 hereof. 

“Capital Contribution” means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset contributed
or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of the Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor
holder of the Partnership Interest of such Partner. 
 “Cash Amount” means an amount of cash equal to the Value of the REIT
Shares Amount on the date of receipt by the General Partner of an Exchange Notice. 
 “Certificate” means the
Partnership’s Certificate of Limited Partnership, as originally filed with the Delaware Secretary of State and as amended from time to time. 

  
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 “Code” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from
time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code. 
 “CCIT II” means Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation. 
 “Commission” means the U.S. Securities and Exchange Commission. 

“Competent Independent Expert” shall mean a Person with no material current or prior business or personal relationship with the General
Partner or the Partnership who is engaged to a substantial extent in the business of rendering opinions regarding the value of the assets of the type held by the Partnership and who is qualified to perform such work. Membership in a nationally
recognized appraisal society such as the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence of such qualification. 
 “Conversion Factor” means 1.0, provided, that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a
distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be
adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes
that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date, and
provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the
“Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or
combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such
event; provided, however, that if the General Partner receives an Exchange Notice after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the
General Partner had received the Exchange Notice immediately prior to the record date for such dividend, distribution, subdivision or combination. 
 “Dissenting Limited Partner” has the meaning provided in Section 12.3(a) hereof. 
 “Event of Bankruptcy” as to any Person means (i) the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of
law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); (ii) the insolvency or bankruptcy of such Person as finally determined by a court proceeding; (iii) the filing by such
Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; and (iv) the commencement of any proceedings relating to such Person as a debtor
under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided, that if such proceeding is
commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days. 

  
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 “Exchange Amount” means either the Cash Amount or the REIT Shares Amount, as selected by
the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof. 
 “Exchange Notice” means a
Notice of Exercise of Exchange Right, substantially in the form of Exhibit B hereto. 
 “Exchange Right” has the meaning
provided in Section 8.5(a) hereof. 
 “Exchanging Partner” has the meaning provided in Section 8.5(a) hereof.

 “General Partner” means CCIT II, and any Person who becomes a substitute or additional General Partner as provided herein,
and any successors thereto. 
 “General Partnership Interest” means a Partnership Interest held by the General Partner that is
a general partnership interest. 
 “GP Capital” means the aggregate of Capital Contributions of cash made by the General
Partner in accordance with Sections 4.1 and 4.2 hereof. 
 “GP Minimum Return” means such amount as may be necessary or
required to allow the General Partner to meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and to avoid any federal income or excise tax liability imposed by the Code. 

“Holding Period” means, with respect to Partnership Units acquired by Additional Limited Partners hereunder, the period commencing on
the date of issuance of such Units through and including the fourth anniversary of such date of acquisition. 
 “Indemnitee”
means (i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee of the General Partner or the Partnership, and (ii) such other Persons (including Affiliates of the General
Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion. 
 “Joint
Venture” means any joint venture or partnership arrangement in which the Partnership is a co-venturer or general partner established to acquire or hold Properties, Mortgages or other investments of the General Partner. 

“Limited Partner” means the Original Limited Partner, any Person named as a Limited Partner on Exhibit A attached hereto, and any
Person who becomes a Substitute or Additional Limited Partner in such Person’s capacity as a Limited Partner in the Partnership. 

“Limited Partnership Interest” means the ownership interest of a Limited Partner in the Partnership at any particular time, including
the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this
Agreement and of such Act. 
 “Liquidating Event” has the meaning set forth in Section 2.4 hereof. 

“Loss” has the meaning provided in Section 5.1(f) hereof. 

  
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 “LP Capital” means the aggregate of Capital Contributions in cash or cash equivalents and
the Agreed Value of any non-cash contributions to the Partnership made by a Limited Partner in accordance with Sections 4.1 and 4.2. 

“LP Return” means, with regard to any Limited Partner, an amount equal to the aggregate cash dividends that would have been payable to
such Limited Partner with respect to the applicable fiscal period if such Limited Partner had owned REIT Shares equal in number to the product of Partnership Units owned by such Limited Partner during such fiscal period multiplied by the Conversion
Factor then in effect. 
 “Mortgage” means, in connection with mortgage financing provided, invested in or purchased by the
Partnership, any note, deed of trust, security interest or other evidence of indebtedness or obligations, which is secured or collateralized by real property owned by the borrower under such note, deed of trust, security interest or other evidence
of indebtedness or obligations. 
 “Net Capital Proceeds” means the net cash proceeds received by the Partnership in connection
with (i) any Sale, (ii) any borrowing or refinancing of borrowing(s) by the Partnership, (iii) any condemnation or deeding in lieu of condemnation of all or a portion of any Property, (iv) any collection in respect of property,
hazard, or casualty insurance (but not business interruption insurance) or any damage award; or (v) any other transaction the proceeds of which, in accordance with generally accepted accounting principles, are considered to be capital in
nature, in each case, after deduction of (a) all costs and expenses incurred by the Partnership with regard to such transactions (including, without limitation, any repayment of any indebtedness required to be repaid as a result of such
transaction or which the General Partner elects to pay out of the proceeds of such transaction, together with accrued interest and premium, if any, thereon and any sales commissions or other costs or expenses due and payable to any Person in
connection therewith, including to a Partner or its Affiliates), and (b) all amounts expended by the Partnership for the acquisition of additional Properties, Mortgages or other investments or for capital repairs or improvements to any Property
with such cash proceeds. 
 “New Allocations” has the meaning set forth in Section 5.7. 

“Offer” has the meaning set forth in Section 7.1(c)(ii). 
 “Offering” means the initial offer and sale by the General Partner of REIT Shares to the public. 
 “Original Limited Partner” has the meaning set forth in the preamble. 

“Partner” means any General Partner or Limited Partner. 
 “Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be
determined in accordance with Regulations Section 1.704-2(i)(5). 
 “Partnership” has the meaning set forth in the
preamble. 
 “Partnership Interest” means an ownership interest in the Partnership held by either a Limited Partner or the
General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this
Agreement. 

  
 5 









 “Partnership Minimum Gain” has the meaning set forth in Regulations
Section 1.704-2(b)(2). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it
disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in
accordance with Regulations Section 1.704-2(g)(1). 
 “Partnership Record Date” means the record date established by the
General Partner for the distribution of cash pursuant to Section 5.2, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders. 

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The number of
Partnership Units held by the General Partner will, as of any relevant date, equal the difference between (a) the product of the number of shares of the General Partner issued since the formation of the General Partner through such relevant
date (adjusted to reflect any subdivisions or combinations of shares of the General Partner through such relevant date), multiplied by the inverse of the Conversion Factor as of such relevant date (i.e., one (1) divided by the Conversion Factor
as of such relevant date), and (b) the sum of (i) the number of Partnership Units of the General Partner deemed purchased or redeemed pursuant to Section 6.9 since the inception of the Partnership through such relevant date and
(ii) all Partnership Units held by the Original Limited Partner. It is acknowledged that if the Partnership makes a distribution of Partnership Units or subdivides or combines the outstanding Partnership Units in order to give equivalent effect
to a dividend or distribution of the General Partner’s shares or a subdivision or combination of the General Partner’s shares, then the Partnership Units held by the General Partner will not be entitled to any such distribution of
Partnership Units or affected by any such subdivision or combination of Partnership Units because the number of the General Partner’s Partnership Units will have already been adjusted by virtue of the dividend or distribution of the General
Partner’s shares or the subdivision or combination of the General Partner’s shares. 
 “Percentage Interest” means
the percentage ownership interest in the Partnership of each Partner, as determined by dividing the number of Partnership Units owned by a Partner by the aggregate number of Partnership Units owned by all Partners. 

“Person” means any individual, partnership, corporation, joint venture, limited liability company, trust or other entity. 

“Profit” has the meaning provided in Section 5.1(f). 
 “Property” means any real property in which the Partnership holds an ownership interest, either directly or pursuant to the Partnership’s ownership of an interest in a subsidiary
that owns an interest in any such real property. 
 “Prospectus” means the final prospectus delivered to purchasers of REIT
Shares in the Offering. 
 “Regulations” means the Federal Income Tax Regulations, including temporary or proposed regulations,
issued under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date of this Agreement and any successor provision of the
Regulations. 
 “REIT” means a real estate investment trust under Sections 856 through 860 of the Code. 

  
 6 









 “REIT Expenses” means (i) costs and expenses relating to the formation and continuity
of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes of this Agreement, be included within the definition of General Partner), including taxes, fees and assessments associated
therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to (A) any registration and public offering of securities by the General Partner, the net
proceeds of which were used to make a contribution to the Partnership, and (B) all statements and reports incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of
securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General
Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission,
(v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any
section 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuance or redemption of Partnership
Interests or REIT Shares, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership. 

“REIT Share” means a share of common stock in the General Partner (or Successor Entity, as the case may be). 

“REIT Shares Amount” means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by an
Exchanging Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Exchange Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or
exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “Rights”), and the rights have not expired at the Specified Exchange Date, then the
REIT Shares Amount shall also include the Rights issuable to a holder of the REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to Rights. 
 “Sale” means any transaction or series of transactions whereby (i) the Partnership directly or indirectly (except as described in other subsections of this definitions) sells,
grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of a building only, and including any event with respect to any Property which gives rise to a significant
amount of insurance proceeds or condemnation awards (other than business interruption insurance proceeds); (ii) the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers,
conveys or relinquishes its ownership of all or substantially all the interest of the Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture in which the Partnership is a co-venturer or partner
directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives
rise to a significant amount of insurance claims or condemnation awards (other than business interruption insurance proceeds); (iv) the Partnership directly or indirectly (except as described in other subsections of this definition) sells,
grants, conveys or relinquishes its interest in any Mortgage or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments or regularly scheduled
principal amortization payments) of amounts owed pursuant to such Mortgage and any event with respect to a Mortgage which gives rise to a significant amount of insurance proceeds or similar awards (other than business interruption insurance


  
 7 









 
proceeds), or (v) the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any
other asset (other than investments in bank accounts, money market funds or other current assets) not previously described in this definition or any portion thereof. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Service” means the Internal Revenue Service. 
 “Specified Exchange Date” means the first business day of the month first occurring after the expiration of 60 business days from the date of receipt by the General Partner of the
Exchange Notice. 
 “Sponsor” means any Person which (i) is directly or indirectly instrumental in organizing, wholly or
in part, CCIT II, (ii) will manage or participate in the management of CCIT II, and any Affiliate of any such Person, other than a Person whose only relationship with CCIT II is that of an independent property manager and whose only
compensation is as such, (iii) takes the initiative, directly or indirectly, in founding or organizing CCIT II, either alone or in conjunction with one or more other Persons, (iv) receives a material participation in CCIT II in connection
with the founding or organizing of the business of CCIT II, in consideration of services or property, or both services and property, (v) has a substantial number of relationships and contacts with CCIT II, (vi) possesses significant rights
to control Properties, (vii) receives fees for providing services to CCIT II which are paid on a basis that is not customary in the industry, or (viii) provides goods or services to CCIT II on a basis which was not negotiated at
arm’s-length with CCIT II. 
 “Subsidiary” means, with respect to any Person, any corporation or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person. 
 “Subsidiary Partnership” means any partnership, limited liability company or other entity taxed as a partnership or disregarded entity for federal income tax purposes in which interests
are owned by the General Partner or by a wholly-owned Subsidiary or Subsidiaries of the General Partner. 
 “Substitute Limited
Partner” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3. 
 “Successor
Entity” has the meaning provided in the definition of “Conversion Factor” contained herein. 
 “Survivor”
has the meaning set forth in Section 7.1(d). 
 “Transaction” has the meaning set forth in Section 7.1(c).

 “Transfer” has the meaning set forth in Section 9.2(a). 
 “Transfer Restriction Date” means the effective date upon which Cole Corporate Income Advisors II, LLC, a Delaware limited liability company, shall cease acting as the advisor to the
General Partner under the terms of an advisory agreement entered into between Cole Corporate Income Advisors II, LLC and the General Partner. 

“Unpaid Return” means any accrued LP Return or GP Minimum Return less all amounts distributed by the Partnership to a Limited Partner or
the General Partner in reduction thereof. 

  
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 “Value” means, with respect to any security, the average of the daily market price of such
security for the ten consecutive trading days immediately preceding the date as of which such Value is to be determined. The market price for each such trading day shall be: (i) if the security is listed or admitted to trading on any securities
exchange, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the security is not listed or admitted to trading on any
securities exchange, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or
(iii) if the security is not listed or admitted to trading on any securities exchange and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as
reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten days
prior to the date in question) for which prices have been so reported; provided, that if there are no bid and asked prices reported during the ten days prior to the date in question, the value of the security shall be determined by the General
Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the security includes any additional rights, then the value of such rights shall be determined
by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. 
 ARTICLE II 
 PARTNERSHIP FORMATION AND IDENTIFICATION 

2.1 Formation. The Partnership is a limited partnership formed pursuant to the Act and upon the terms and conditions set
forth in this Agreement. 
 2.2 Name, Office and Registered Agent. The name of the Partnership is “COLE
CORPORATE INCOME OPERATING PARTNERSHIP II, LP.” The principal place of business of the Partnership shall be 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016. The General Partner may at any time change the location of such office,
provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on it as registered agent. 
 2.3 Partners. 
 (a) The general partner of the Partnership is Cole
Office & Industrial REIT (CCIT II), Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership. 
 (b) The limited partners are those Persons identified as Limited Partners (including the Original Limited Partner) on Exhibit A hereto, as it may be amended from time to time. 

2.4 Term and Dissolution. 
 (a) The Partnership shall have perpetual duration, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events (each, a “Liquidating
Event”): 
 (i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,
death, removal or withdrawal of a General Partner unless the business of the 

  
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Partnership is continued pursuant to Section 7.3(b), provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result
of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners
thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement; 
 (ii) the passage of 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided, that if the Partnership receives an installment obligation as
consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such obligation is paid in full); or 

(iii) the election by the General Partner that the Partnership should be dissolved. 

(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b)), the
General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6.
Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s
debts and obligations), or (ii) distribute the assets to the Partners in kind. 
 2.5 Filing of Certificate and
Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file, at the expense of the Partnership, the Certificate and any and all amendments thereto and all requisite fictitious name statements and
notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts
business. 
 2.6 Certificates Describing Partnership Units. At the request of a Limited Partner, the General
Partner may, at its option and in its discretion, issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number of Partnership Units owned as of the date of such certificate. If issued,
any such certificates (a) shall be in form and substance as approved by the General Partner, (b) shall not be negotiable, and (c) shall bear a legend substantially similar to the following: 

“This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only
in accordance with the provisions of the Agreement of Limited Partnership of COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, as amended from time to time.” 

  
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 ARTICLE III 
 BUSINESS OF THE PARTNERSHIP 
 The purpose and nature of the business to be
conducted by the Partnership is (a) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to
permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, (b) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or
the ownership of interests in any entity engaged in any of the foregoing, and (c) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and
absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner’s current status as a REIT and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and
not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under its Articles of Incorporation. The
General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

 ARTICLE IV 
 CAPITAL CONTRIBUTIONS AND ACCOUNTS 
 4.1 Capital
Contributions. The General Partner and the Original Limited Partner have made Capital Contributions to the Partnership in exchange for the Partnership Units set forth opposite their names on Exhibit A. At such time as new limited
partners are admitted into the Partnership (each, an “Additional Limited Partner” and collectively “Additional Limited Partners”), each Additional Limited Partner shall make Capital Contributions as set forth
opposite their names on Exhibit A, as it may be amended from time to time. Exhibit A shall be deemed automatically amended upon, and the General Partner may, without the approval of any other Partner, attach an amended Exhibit A
to this Agreement to reflect: (a) the issuance of Partnership Units issued to Additional Limited Partners or to any existing Limited Partner pursuant to Section 4.2, (b) any Partnership Units purchased or redeemed pursuant to
Section 6.9, (c) any redemption or purchase of Partnership Units by the Partnership or the General Partner by reason of the exercise by a Limited Partner of the Exchange Right, and (d) any purchase by the General Partner (or any of
its Affiliates) of Partnership Units pursuant to the Call Right. 
 4.2 Additional Capital Contributions and Issuances of
Additional Partnership Interests. 
 Except as provided in this Section 4.2 or in Section 4.3, the Partners
shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Units in
respect thereof in the manner contemplated by this Section 4.2. 
 (a) Issuances of Additional Partnership
Interests. 
 (i) General. The General Partner is hereby authorized to cause the Partnership to issue
additional Partnership Interests in the form of Partnership Units for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and
conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. Any additional Partnership Interests issued thereby may be issued in one


  
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or more classes, or one or more series of any of such classes, with such designations, preferences and relative participating, optional or other special rights, powers and duties, including
rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without
limitation, (A) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (B) the right of each such class or series of Partnership Interests to share in
Partnership distributions; and (C) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General
Partner or the Original Limited Partner unless: 
 (1) the additional Partnership Interests are issued in
connection with an issuance of REIT Shares or other interests in the General Partner, which shares or interests have designations, preferences and other rights such that the economic interests are substantially similar to the designations,
preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.2, and the General Partner, on its own or with the Original Limited Partner, shall make a
Capital Contribution to the Partnership in an amount equal to the aggregate net proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner; 

(2) the additional Partnership Interests are issued in exchange for property or other assets owned by the General Partner
or Original Limited Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or 
 (3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. 

(ii) Issuance of Additional Securities. The General Partner shall not issue any additional REIT Shares (other than
REIT Shares issued in connection with an exchange made pursuant to Section 8.5) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively,
“Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner (or to the General Partner and the Original Limited Partner), as the
General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that the economic interests are substantially
similar to those of the Additional Securities, and (B) the General Partner (or the General Partner and the Original Limited Partner) contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights
contained in such Additional Securities, directly and through the General Partner (or the General Partner and the Original Limited Partner), to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in
connection with an acquisition of a Property, Mortgage or other asset to be held directly by the General Partner. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market
value, and to cause the Partnership to issue to the General Partner (or to the General Partner and the Original Limited Partner) corresponding Partnership Interests, so long as (1) the General Partner concludes in good faith that such issuance
is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share


  
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purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of
the REIT Shares, either at the time of issuance or at the time of exercise, and (2) the General Partner contributes directly or indirectly and through the Original Limited Partner all proceeds from such issuance to the Partnership. 

(b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. Subject to the permitted use of cash specified in
Section 8.5(d), in connection with any and all issuances of REIT Shares, the General Partner shall make directly or indirectly and through the Original Limited Partner Capital Contributions to the Partnership of the proceeds from such
issuances, provided, that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other fees or expenses paid or incurred in
connection with such issuance, then the General Partner (or the General Partner together with the Original Limited Partner, as applicable) shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross
proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 and in connection with the required issuance of additional Partnership Units for such Capital
Contributions pursuant to Section 4.2(a). 
 (c) Original Limited Partner Deemed Contributions. In the event the
Original Limited Partner elects to defer any distribution of cash hereunder to be made to it pursuant to Section 5.2(a), then such amount shall be deemed to be an additional contribution of capital to the Partnership by the Original Limited
Partner, which shall be added to the Original Limited Partner’s Capital Contribution to the Partnership and the Original Limited Partner’s Capital Account as established and maintained under Section 4.4. 

4.3 Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide
for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (a) cause the Partnership to obtain such funds from outside borrowings, or (b) elect to have the General Partner or
any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise. 
 4.4 Tax Treatment of
Partnership; Establishment of Capital Accounts. While the Partnership may have multiple partners for state law purposes, because such partners are disregarded entities of the General Partner, the Partnership is expected to be a disregarded
entity of the General Partner for federal and state income tax purposes. For so long as, and during such time as the Partnership shall have only one partner for federal income tax purposes, the following shall apply for federal income tax purposes
and relevant state income tax purposes, but only for such purposes: (i) in accordance with Regulations Section 301.7701-3(a), the Partnership shall be disregarded as an entity separate from the General Partner; (ii) all items of
income, gain, loss, deduction and credit of the Partnership shall be treated as recognized directly by the General Partner; and (iii) the assets and liabilities of the Partnership shall be treated as the assets and liabilities of the General
Partner. Upon the Partnership issuing interests to a Person other than the General Partner or a Person disregarded from the General Partner, the General Partner will establish and maintain a separate capital account (a “Capital
Account”) for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). From that time until such time, if any, as the Partnership again becomes a disregarded entity of the General Partner, the provisions of this Agreement
regarding the maintenance of Capital Accounts, allocations of income, gain, loss, deduction, and credits, and tax allocations shall apply. If (a) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a
de minimis Capital Contribution, (b) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for the redemption of a 

  
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Partnership Interest, or (c) the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue the property of the
Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-l(b)(2)(iv)(f). When the
Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted
to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable
disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation. 

4.5 Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each
Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of
Partnership Units outstanding after giving effect to such increase or decrease. In such event, the General Partner shall revalue the property of the Partnership and the Capital Account for each Partner shall be adjusted as set forth in
Section 4.4. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, the Profit and Loss for the taxable year in which the adjustment occurs shall be prorated between the part of the year ending on the day
when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day and, as so divided, shall be allocated to the Partners based on their Percentage Interests before adjustment, and their
adjusted Percentage Interests, respectively, either (a) as if the taxable year had ended on the date of the adjustment or (b) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall
determine which method shall be used to allocate Profit and Loss for the taxable year in which an adjustment occurs, as may be required or permitted under Section 706 of the Code. 

4.6 No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution. 

4.7 Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its
Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such
Partner’s Capital Contribution for so long as the Partnership continues in existence. 
 4.8 No Third-Party
Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder
or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or
obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold,
transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to
any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return
such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of
such Partner nor an asset or property of the Partnership. 

  
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 ARTICLE V 
 PROFIT AND LOSS; DISTRIBUTIONS 
 5.1 Allocation of Profit and
Loss. Subject to Section 4.4: 
 (a) After giving effect to the special allocations set forth in Sections 5.1(b),
(c) and (d), Profit for each fiscal year of the Partnership shall be allocated as follows: (i) first to the Partners, pro rata, in amounts equal to the amount of cash distributed to the Partners pursuant to Section 5.2(a) with respect
to such fiscal year; (ii) second, to the extent the amount of Profit for such fiscal year exceeds the amount of cash distributed to the Partners pursuant to Section 5.2(a), such excess shall be allocated to the General Partner and the
Limited Partners in amounts and in proportion to the cumulative Loss allocated to the General Partner pursuant to clause (y) of this Section 5.1(a) and then to the General Partner and Limited Partners pursuant to clause (x) of this
Section 5.1(a), respectively; and (iii) finally, the balance, if any, of Profit shall be allocated to the Partners in accordance with and in proportion to their respective Percentage Interests. Notwithstanding the foregoing, however, it is
the intent of the Partners that allocations of Profit to the Limited Partners be such that the amount of Profit allocated to each Limited Partner be equal to the amount of income that would have been allocated to such Limited Partner with respect to
the applicable fiscal period if such Limited Partner had owned REIT Shares equal in number to the number of Partnership Units owned by such Limited Partner during such fiscal period, and if, for any reason, the foregoing allocations of Profit result
in any material variation from this concept, Profit shall be allocated to each Limited Partner in an amount equal to the aggregate amount of income that would have been allocated to such Limited Partner with respect to the applicable fiscal period
if such Limited Partner had owned REIT Shares equal in number to the number of Partnership Units owned by such Limited Partner during such fiscal period. After giving effect to the special allocations set forth in Sections 5.1(b), (c) and (d),
Loss for a fiscal year of the Partnership shall be allocated as follows: (w) first, to the Partners, pro rata, in accordance with and in proportion to their respective Partnership Interests, until the cumulative Loss allocated to each Partner
under this clause (w) equals the cumulative Profit allocated to each Partner under clause (iii) of this Section 5.1(a); (x) second, pro rata to the Partners in an amount equal to each such Partner’s Capital Account balance
prior to the allocation made under this clause (x); and (y) third, to the General Partner to the extent that any further allocation of Loss to Limited Partners would result in any such Limited Partners having a deficit balance in their Capital
Accounts. 
 (b) Notwithstanding any provision to the contrary herein, (i) any expense of the Partnership that is a
“nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a “partner
nonrecourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the “economic risk of loss” of such deduction in accordance with Regulations Section 1.704-2(i)(1),
(iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),
(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net
decrease in Partner nonrecourse debt minimum gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(g), items of gain and
income shall be allocated among the Partners, in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s “interest in partnership profits” for
purposes of determining its share of the nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752- 3(a)(3) shall be such Partner’s Percentage Interest. 

  
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 (c) If a Partner receives in any taxable year an adjustment, allocation, or distribution
described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership
Minimum Gain and Partner nonrecourse debt minimum gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items
of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). After the occurrence of an allocation of income or gain to a
Partner in accordance with this Section 5.1(c), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously allocated
to such Partner under this Section 5.1(c). 
 (d) Loss shall not be allocated to a Limited Partner to the extent that such
allocation would cause a deficit in such Partner’s Capital Account (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of
Partnership Minimum Gain and Partner nonrecourse debt minimum gain. Any Loss in excess of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of Loss to the General Partner in accordance with this
Section 5.1(d), to the extent permitted by Regulations Section 1.704-1(b), Profit shall be allocated to the General Partner in an amount necessary to offset the Loss previously allocated to the General Partner under this
Section 5.1(d). 
 (e) If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the
various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the
date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the
transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee
Partner. 
 (f) “Profit” and “Loss” and any items of income, gain, expense, or loss referred
to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are
specially allocated pursuant to Sections 5.1(b), 5.1(c), or 5.1(d). All allocations of income, Profit, gain, Loss, and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set
forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority, in its sole and absolute discretion and without the need for
consent from any Partner, to elect the method or methods to be used by the Partnership for allocating items of income, gain, expense and deductions as required by Section 704(c) of the Code, including election of a method that may result in one
or more Partners receiving or being allocated a disproportionately larger share of items of Partnership income, gain, expense or deduction, and any such election shall be binding on all Partners. 

  
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 5.2 Distributions of Cash. 

(a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount
determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in the following manner: (i) first, to the
General Partner in an amount equal to the GP Minimum Return with respect to the fiscal year of the General Partner; (ii) second, to the Limited Partners pro rata among them in proportion to the their respective Unpaid Return, if any, owing to
each such Limited Partners with respect to prior fiscal years, in an amount equal to their respective Unpaid Return for such prior fiscal years owing to each such Limited Partner; (iii) third, after the establishment of reasonable cash reserves
to meet REIT Expenses and other obligations of the Partnership, as determined in the sole and absolute discretion of the General Partner, to the General Partner and the Limited Partners in such aggregate amount as may be determined by the General
Partner in its sole and absolute discretion to be allocated among the General Partner and the Limited Partners such that each Limited Partner will receive an amount equal to its LP Return for such fiscal year; and (iv) finally, to the Partners
in accordance with and in proportion to their respective Percentage Interests; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a
Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced to the proportion
thereof which equals (i) the number of days that such additional Partnership Interest is held by such Partner during such period divided by (ii) the number of days between such Partnership Record Date and the immediately preceding
Partnership Record Date. Notwithstanding the foregoing, however, the Original Limited Partner may, in its sole and absolute discretion, elect to defer any distribution to be made to it, in which case the amount so deferred shall be deemed to be an
additional Capital Contribution made on behalf of the Original Limited Partner under Section 4.2(c), to be distributed to the Original Limited Partner upon liquidation of the Partnership under Section 5.6, or at such time as the Original
Limited Partner may otherwise be allowed to withdraw from the Partnership after the Transfer Restriction Date. 
 (b)
Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the
Code or any other federal, state or local law including, without limitation, the requirements of Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any
amount resulting from the allocation or distribution of income to a Partner or its assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner or assignee equals or exceeds
the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner or assignee, or (ii) if the actual amount to be distributed to the Partner
or assignee is less than the amount required to be withheld by the Partnership, the amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner or assignee on the day the
Partnership pays over such amount to a taxing authority. A Partnership Loan shall be payable on demand and may, at the discretion of the General Partner, be repaid through withholding by the Partnership with respect to subsequent distributions to
the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment
thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of
payment, the General Partner 

  
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shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to
all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the
Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately
paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(b) shall bear interest at the lesser of (A) the base rate on corporate loans at large United States money center
commercial banks, as published from time to time in The Wall Street Journal, or (B) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed
to extend the loan until such loan is repaid in full. 
 (c) To the extent not utilized for expenses of the Partnership or for
investment in additional Properties, the General Partner may, in its discretion, cause the Partnership to distribute Net Capital Proceeds in such amount as shall be determined by the General Partner in its discretion in accordance with the
provisions of Section 5.2(a). 
 (d) In no event may a Partner receive a distribution of cash with respect to a Partnership
Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged, and the Unpaid Return with respect to such Partnership Unit shall be
deemed to be reduced by the amount of any such cash dividend. 
 5.3 REIT Distribution Requirements. The General
Partner shall use its reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay stockholder dividends that will allow the General Partner to (a) meet its distribution requirement for
qualification as a REIT as set forth in Section 857 of the Code and (b) avoid any federal income or excise tax liability imposed by the Code. 
 5.4 No Right to Distributions in Kind. No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership. 

5.5 Limitations on Return of Capital Contributions. Notwithstanding any of the provisions of this ARTICLE V, no Partner
shall have the right to receive and the General Partner shall not have the right to make a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital
Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of its Capital Contribution, does not exceed the fair market value of the Partnership’s assets. 

5.6 Distributions Upon Liquidation. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts
and obligations of the Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners with positive Capital Accounts in accordance with their respective positive Capital Account balances. For
purposes of the preceding sentence, the Capital Account of each Partner shall be determined after all adjustments made in accordance with Sections 5.1 and 5.2 resulting from Partnership operations and from all sales and dispositions of all or any
part of the Partnership’s assets have been made. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any
contingent debts or obligations. 

  
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 5.7 Substantial Economic Effect. It is the intent of the Partners that the
allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning
of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. ARTICLE V and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. If, for any reason, the
General Partner deems it necessary in order to comply with the Code, the General Partner may, and is hereby authorized and directed to, allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as
provided for in this Article if, and to the extent, (i) that allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss,
deduction or credit (or item thereof) not to be permitted by the Code and any Regulations promulgated thereunder, or (ii) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all
facts and circumstances. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner
shall be required to effectuate such allocation. In making any such allocations (“New Allocations”) under this Section, the General Partner is authorized to act in reliance upon advice of counsel to the Partnership or the
Partnership’s regular certified public accountants that, in their opinion, after examining the relevant provisions of the Code and any current or future proposed or final Regulations thereunder, the New Allocations are necessary in order to
ensure that, in either the then-current year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the
Partner’s interests in the Partnership. New Allocations made by the General Partner in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Partnership and all of the
Partners consistent with the duties of the General Partner hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Partner against the Partnership or the General Partner. 

ARTICLE VI 

RIGHTS, OBLIGATIONS AND 
 POWERS OF THE GENERAL PARTNER 
 6.1 Management of the
Partnership. 
 (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full,
complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically
contained in this Agreement, the powers and obligations, as the context requires, of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership: 

(i) to acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including,
but not limited to notes, Mortgages, partnership or joint venture interests or securities, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership; 

(ii) to develop land, construct buildings and make other improvements on the Properties owned or leased by the
Partnership; 
 (iii) to authorize, issue, sell, redeem or otherwise repurchase any Partnership Interests or any
securities (including secured and unsecured debt obligations of the Partnership, 

  
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debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of
the Partnership; 
 (iv) to borrow or lend money for the Partnership, issue or receive evidences of indebtedness
in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the
Partnership’s assets; 
 (v) to pay, either directly or by reimbursement, for all operating costs and
general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement; 
 (vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the
payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets; 

(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this
Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the
General Partner as set forth in this Agreement; 
 (viii) to lease all or any portion of any of the
Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn,
subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; 
 (ix) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably
determine, and similarly, to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets; 
 (x) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the
Partnership business; 
 (xi) to make or revoke any election permitted or required of the Partnership by any
taxing authority; 
 (xii) to maintain such insurance coverage for public liability, fire and casualty, and any
and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

 (xiii) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such
Property or to distribute the same; 

  
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 (xiv) to establish one or more divisions of the Partnership, to hire and
dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with
the Partnership business and to pay such persons remuneration as the General Partner may deem reasonable and proper; 
 (xv) to retain other services of any kind or nature in connection with Partnership business and to pay such remuneration as the General Partner may deem reasonable and proper for same; 

(xvi) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and
authority conferred upon the General Partner; 
 (xvii) to maintain accurate accounting records and to file
promptly all federal, state and local income tax returns on behalf of the Partnership; 
 (xviii) to distribute
Partnership cash or other Partnership assets in accordance with this Agreement; 
 (xix) to form or acquire an
interest in, and contribute property to, any further limited or general partnerships, joint ventures, limited liability companies or other entities or relationships that it deems desirable (including, without limitation, the acquisition of interests
in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); 
 (xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose; 

(xxi) to merge, consolidate or combine the Partnership with or into another Person; 

(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a
“publicly traded partnership” for purposes of Section 7704 of the Code; and 
 (xxiii) to take
such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business
and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all
of the rights and powers of a general partner as provided by the Act. 
 (b) Except as otherwise provided herein, to the extent
the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to apply Partnership funds to the extent that Partnership funds are reasonably available
to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its own funds for payment to third parties or to undertake any liability or
obligation directly on its account for or on behalf of the Partnership. 
 (c) Any actions taken by the General Partner pursuant
to its authority under this Agreement on behalf of the Partnership regarding the approval of any transaction between the Partnership and the Sponsor, Advisor, a member of the board of directors of CCIT II or any Affiliate thereof, shall require a
finding by a majority of the members of the board of directors of CCIT II that such actions are fair and reasonable to CCIT II and the Partnership on terms and conditions not less favorable to CCIT II or the Partnership, as applicable, than those
available from unaffiliated third parties. 

  
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 6.2 Delegation of Authority. The General Partner may delegate any or all of
its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person (including without limitation officers or other agents of the Partnership or the General Partner appointed by the General Partner) for
the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve. 

6.3 Indemnification and Exculpation of Indemnitees. 

(a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several,
expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the
operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, as a result of acting on behalf of or performing services for the Partnership, only if it
is determined that (i) the Indemnitee acted in good faith and (ii) that the Indemnitee reasonably believed that the act or omission was in the Partnership’s best interests, or if the act or omission was outside the Indemnitee’s
official capacity acting on behalf of the General Partner, that the act or omission was at least not opposed to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountable, and
the Partnership shall not be liable to an Indemnitee, other than for reasonable expenses actually incurred by the Indemnitee with respect to a proceeding in which (i) the Indemnitee is found liable on the basis that the Indemnitee improperly
received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not
indemnify or hold harmless the Indemnitee if the loss or liability was the result of negligence or misconduct by the Indemnitee. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did
not meet the requisite standard of conduct set forth in this Section 6.3(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not
alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. 

(b) Notwithstanding anything to the contrary contained in the provisions of Section 6.3(a), the Partnership shall not provide
indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless one or more of the following conditions are met: (i) there has been a successful
adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular
Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the
request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Partnership were offered or sold as to indemnification for violations of
securities laws. 

  
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 (c) The Partnership shall pay or reimburse reasonable legal expenses and other costs
incurred by an Indemnitee in advance of final disposition of a proceeding if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties for services on behalf of the
Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership as authorized in
this Section 6.3, (iii) the legal proceeding was initiated by a third party who is not a stockholder of the General Partner or, if by a stockholder of the General Partner acting in his or her capacity as such, a court of competent
jurisdiction approves such advancement, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is
ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification. 
 (d) The Indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of
the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. 

(e) The Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements
and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by
such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 

(f) For purposes of this Section 6.3, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as a
fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the plan or participants or beneficiaries of
the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and (iii) actions taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Partnership. 
 (g) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this Agreement. 
 (h) An Indemnitee shall not be denied
indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

 (i) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and
administrators and shall not be deemed to create any rights in or be for the benefit of any other Persons. 

  
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 6.4 Liability of the General Partner. 

(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to
the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General
Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity, provided, the General Partner, acting in good faith, abides by the terms of this Agreement. In
addition, to the extent the General Partner or any officer, director, employee, agent or stockholder of the General Partner performs its duties in accordance with the standards provided by the Act, as it may be amended from time to time, or under
any successor statute thereto, such Person or Persons shall have no liability by reason of being or having been the General Partner, or by reason of being an officer, director, employee, agent or stockholder of the General Partner. To the maximum
extent that the Act and the general laws of the State of Delaware, in effect from time to time, permit limitation of the liability of general partners of a limited partnership, the General Partner and its officers, directors, employees, agents and
stockholders shall not be liable to the Partnership or to any Partner for money damages except to the extent that (i) the General Partner or its officers, directors, employees, agents or stockholders actually received an improper benefit or
profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the General
Partner or one or more of its officers, directors, employees, agents or stockholders is entered in a proceeding based on a finding in the proceeding that the action or failure to act of the General Partner or one or more of its officers, directors,
employees, agents or stockholders was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Neither the amendment nor repeal of this Section 6.4(a), nor the adoption or amendment
of any other provision of this Agreement inconsistent with this Section 6.4(a), shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption. In the absence of any Delaware statute limiting the liability of the General Partner or its directors or officers for money damages in a suit by or on behalf of the Partnership or by any Partner, the General Partner
and the officers, directors, employees, agents and stockholders of the General Partner shall not be liable to the Partnership or to any Partner for money damages except to the extent that (i) the General Partner or one or more of its officers,
directors, employees, agents or stockholders actually received an improper benefit or profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit in money, property or services actually
received; or (ii) a judgment or other final adjudication adverse to the General Partner or one or more of its officers, directors, employees, agents or stockholders is entered in a proceeding based on a finding in the proceeding that the action
or inaction of the General Partner or one or more of its officers, directors, employees or stockholders was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. 

(b) The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its
stockholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not
all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its stockholders on the one hand and the Limited Partners on the other, the
General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the
Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partners shall be resolved in favor of its stockholders.
The General Partner 

  
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shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General
Partner has acted in good faith. 
 (c) Subject to its obligations and duties as General Partner set forth in Section 6.1,
the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any
misconduct or negligence on the part of any such agent appointed by it in good faith. 
 (d) Notwithstanding any other
provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action
or omission is necessary or advisable in order to (i) protect the ability of the General Partner to continue to qualify as a REIT or (ii) prevent the General Partner from incurring any taxes under Section 857, Section 4981, or
any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. 
 (e) Any amendment, modification or repeal of this Section 6.4 or any provision shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the
Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal,
regardless of when claims relating to such matters may arise or be asserted. 
 6.5 Reimbursement of General
Partner. 
 (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of
ARTICLE V regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. 

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and
absolute discretion, for all REIT Expenses and Administrative Expenses. 
 6.6 Outside Activities. Subject to the
Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, or any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner, the General
Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the
Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities. None of the Limited Partners or any other Person shall have any rights by
virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such
business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which. if presented to the Partnership or any Limited Partner, could be taken by such Person. 

  
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 6.7 Employment or Retention of Affiliates. 

(a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership
(whether as an advisor, buyer, lessor, lessee, manager, property management agent, asset manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment
therefor which the General Partner determines to be fair and reasonable. 
 (b) The Partnership may lend or contribute to its
Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall
not create any right or benefit in favor of any Subsidiary or any other Person. 
 (c) The Partnership may transfer assets to
joint ventures, limited liability companies, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems to be consistent
with this Agreement and applicable law. 
 (d) Except as expressly permitted by this Agreement, neither the General Partner nor
any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and reasonable to the Partnership.

 6.8 Title to Partnership Assets. Partnership assets, whether real, personal or mixed and whether tangible or
intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof; provided, that title to any or all of the
Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any
Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by such Person for the use and benefit of the Partnership in accordance with the provisions of this
Agreement; provided, that the General Partner shall use its best efforts to cause legal title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the
Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held. 
 6.9
Miscellaneous. In the event the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership to purchase from the General Partner or the Original Limited Partner a number of Partnership Units determined
by, and based upon, the application of the Conversion Factor on the same terms upon which the General Partner redeemed such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the
General Partner shall cause the Partnership to make a corresponding offer to the General Partner or the Original Limited Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are redeemed
by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s or the Original Limited Partner’s Partnership Units for an equivalent purchase price based on the application of the
Conversion Factor. 

  
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 ARTICLE VII 
 CHANGES IN GENERAL PARTNER 
 7.1 Transfer of the General
Partner’s Partnership Interest. 
 (a) The General Partner shall not transfer all or any portion of its General
Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Sections 7.1(c), 7.1(d) or 7.1(e). 
 (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. 
 (c) Except as otherwise provided in Section 7.1(d) or (e), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or
substantially all of its assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form), which, in any such case, results in a change of control of the General Partner (a
“Transaction”), unless: 
 (i) the consent of Limited Partners holding more than 50% of the
Percentage Interests of the Limited Partners is obtained; or 
 (ii) as a result of such Transaction all Limited
Partners are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction
to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the
holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have
received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or 

(iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not
receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that
is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. 

(d) Notwithstanding Section 7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately
after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Survivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to
the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume
all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(d). The Survivor shall in good faith
arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as
reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or
other rights relating thereto, and which a holder of Partnership Units could have acquired had such 

  
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Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustments to such method of calculation, which shall be as
nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.5 so as to
approximate the existing rights and obligations set forth in Section 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder.

 In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially
reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are
consistent with the exercise of the fiduciary duties of the board of directors of Cole Office & Industrial REIT (CCIT II), Inc. to the stockholders of the General Partner under applicable law. 

(e) Notwithstanding Section 7.1(c), 
 (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership
interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and 
 (ii) the General Partner may engage in a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders
of the REIT Shares. 
 7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as
a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: 
 (a)
the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart and such other documents or instruments as may be
required or appropriate in order to effect the admission of such Person as a General Partner, a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by
Section 2.5 in connection with such admission shall have been performed; 
 (b) if the Person to be admitted as a
substitute or additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound
by the terms and provisions of this Agreement; and 
 (c) counsel for the Partnership shall have rendered an opinion (relying on
such opinions from other counsel in the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act, and that none of the actions
taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any
Limited Partner’s limited liability. 

  
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 7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General
Partner. 
 (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to
Section 7.4(a)) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is, on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal
of a partner in, such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners thereof), the Partnership shall be
dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b). The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 shall
not be deemed to be the withdrawal, dissolution or removal of the General Partner. 
 (b) Following the occurrence of an Event
of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a)) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is, on the date of such occurrence a partnership, the
withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of such General Partner if the business of such General Partner is continued by
the remaining partner or partners thereof), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 by selecting, subject to
Section 7.2 and any other applicable provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a
substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement. 

7.4 Removal of a General Partner. 
 (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General
Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of the General Partner
if the business of such General Partner is continued by the remaining partner or partners thereof. The Limited Partners may not remove the General Partner, with or without cause. 

(b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to
Section 7.3, such General Partner shall promptly transfer and assign its General Partnership Interest to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) and
otherwise admitted to the Partnership in accordance with Section 7.2. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership
Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner’s removal. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and Limited
Partners holding more than 50% of the Percentage Interests of the Limited Partners within 10 days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and
Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners shall each select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General
Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher
appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General 

  
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Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the
removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. 

(c) The General Partnership Interest of a removed General Partner, during the time after removal until the date of transfer under
Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any
portion of the income, expense, Profit, gain or Loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain
distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). 

(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be
legally necessary and sufficient to effect all the foregoing provisions of this Section 7.4. 
 ARTICLE VIII

 RIGHTS AND OBLIGATIONS 
 OF THE LIMITED PARTNERS 
 8.1 Management of the Partnership.
The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for or on behalf of the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers
being vested solely and exclusively in the General Partner. 
 8.2 Power of Attorney. Each Limited Partner hereby
irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, sign, acknowledge, swear to, deliver, file or record, at the
appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which
power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest. 

8.3 Limitation on Liability of Limited Partners. No Limited Partner shall be liable for any debts, liabilities, contracts
or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall,
except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership. 
 8.4 Ownership by Limited Partner of Corporate General Partner or Affiliate. No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the
General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the
Partnership as a partnership (or as a disregarded entity) for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners
with the provisions of this Section 8.4. 

  
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 8.5 Exchange Right. 

(a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), and 8.5(e), and subject to the potential modification of any rights or obligations
provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the
Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, that such Partnership
Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the
Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice
pursuant to Section 8.5(b); and provided further, that no Limited Partner may deliver more than two Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if
such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with
respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. 
 (b)
Notwithstanding the provisions of Section 8.5(a), a Limited Partner that exercises the Exchange Right shall be deemed to have also offered to sell the Partnership Units described in the Exchange Notice to the General Partner, and the General
Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Exchanging Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and
absolute discretion), on the Specified Exchange Date, whereupon the General Partner shall acquire the Partnership Units offered for exchange by the Exchanging Partner and shall be treated for all purposes of this Agreement as the owner of such
Partnership Units. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.5(b) with respect to an Exchange Notice, it shall so notify the Exchanging Partner within five business days after
the receipt by the General Partner of such Exchange Notice. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging Partner pursuant to this Section 8.5(b), the
General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner’s exercise of an Exchange Right. In the event the General Partner shall exercise its right to purchase Partnership
Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of this Section 8.5(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging
Partner’s exercise of such Exchange Right, and each of the Exchanging Partner and the General Partner shall treat the transaction between the General Partner and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging
Partner’s Partnership Units to the General Partner. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares to such Exchanging Partner upon exercise
of its Exchange Right. 
 (c) Notwithstanding the provisions of Sections 8.5(a) and 8.5(b), a Limited Partner shall not be
entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.5(b) (regardless of whether or not the General Partner would in fact exercise its
rights under Section 8.5(b)) would (i) result in such Partner 

  
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or any other person owning, directly or indirectly, REIT Shares in excess of the ownership limitations described in the Articles of Incorporation and calculated in accordance therewith,
(ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being “closely
held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner’s, the Partnership’s, or a
Subsidiary Partnership’s real property within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for
purposes of complying with the registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive any of the restrictions on exchange set forth in this Section 8.5(c); provided, however, that in
the event any such restriction is waived, the Exchanging Partner shall be paid the Cash Amount. 
 (d) Any Cash Amount to be
paid to an Exchanging Partner pursuant to this Section 8.5 shall be paid on the Specified Exchange Date; provided, however, that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to 180 days to the extent
required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the
closing of the acquisition of exchanged Partnership Units hereunder to occur as quickly as reasonably possible. 
 (e)
Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does
not constitute a “publicly traded partnership” under Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a
“Restriction Notice”) to each of the Limited Partners, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are reasonably necessary
in order to avoid the Partnership being treated as a “publicly traded partnership” under Section 7704 of the Code. 
 8.6 Call Right. 
 (a) Subject to Section 8.6(c) below, and
subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the
Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided,
however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant
to a notice (the “Call Notice”) delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited
Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this
Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an
assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise
the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3. 

  
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 (b) 
 (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in
Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited
Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). 

(ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and
such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner
determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. 

(iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its
Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units
pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that
it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and
surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or
the exercise of the Call Right). 
 (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner
shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited
Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under
Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. 
 (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of
all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership
Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall
fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in
the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax. 

  
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 8.7 Duties and Conflicts. The General Partner recognizes that the Limited
Partners and their Affiliates have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and that such Persons are entitled to carry on such other
business interests, activities and investments. The Limited Partners and their Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, on their own behalf or on behalf of other
entities with which they are affiliated or associated, and such Persons may engage in any activities, whether or not competitive with the Partnership, without any obligation to offer any interest in such activities to the Partnership or to any
Partner. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of
the Partnership, and such activities shall not be deemed wrongful or improper. 
 ARTICLE IX 

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 
 9.1 Purchase for Investment. 
 (a) Each Limited Partner hereby
represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership Interest is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such
Partnership Interest. 
 (b) Each Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership
Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above.

 9.2 Restrictions on Transfer of Limited Partnership Interests. 

(a) Subject to the provisions of Sections 9.2(b), 9.2(c), and 9.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or
otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a
“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and
void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date;
provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.5 above, in which
case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition
of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. 

(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer
consented to as contemplated by paragraph (a) above or 

  
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paragraph (c) below or a Transfer made pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this ARTICLE IX pursuant to an exchange of all of its Partnership Units
pursuant to Section 8.5 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.6 above. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Units,
such Limited Partner shall cease to be a Limited Partner. 
 (c) Subject to Sections 9.2(d), 9.2(e), and 9.2(f), a Limited
Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust
created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in
(i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. 
 (d) No Limited Partner may effect a
Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would
otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). 

(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion
of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code),
(ii) in the determination of the General Partner, after consultation with legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any
additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof)
within the meaning of Section 7704 of the Code. 
 (f) No transfer of any Partnership Units may be made to a lender to the
Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)),
without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General
Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities
to such lender under Section 752 of the Code. 
 (g) Any Transfer in contravention of any of the provisions of this ARTICLE
IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. 
 (h) Prior to the
consummation of any Transfer under this ARTICLE IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

 9.3 Admission of Substitute Limited Partner. 

(a) Subject to the other provisions of this ARTICLE IX, an assignee of a Limited Partnership Interest (which shall be understood to
include any purchaser, transferee, donee or other 

  
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recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner only with the consent of the General Partner and upon the satisfactory completion
of the following: 
 (i) the assignee shall have accepted and agreed to be bound by the terms and provisions of
this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner;

 (ii) to the extent required, an amended Certificate evidencing the admission of such Person as a Limited
Partner shall have been signed, acknowledged and filed for record in accordance with the Act; 
 (iii) the
assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) and the agreement set forth in Section 9.1(b); 
 (iv) if the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority
to become a Limited Partner under the terms and provisions of this Agreement; 
 (v) the assignee shall have
executed a power of attorney containing the terms and provisions set forth in Section 8.2; 
 (vi) the
assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner; and 

(vii) the assignee shall have obtained the prior written consent of the General Partner to its admission as a Substitute
Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion. 
 (b) For the purpose of allocating Profit and Loss and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the
Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all
necessary instruments of transfer and substitution. 
 (c) The General Partner shall cooperate with the Person seeking to become
a Substitute Limited Partner by preparing the documentation required by this Section 9.3 and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the
conditions in this ARTICLE IX to the admission of such Person as a Limited Partner of the Partnership. 
 9.4 Rights of
Assignees of Partnership Interests. 
 (a) Subject to the provisions of Sections 9.1 and 9.2, except as required by
operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof. 

(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but who does not
become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this ARTICLE IX to the same extent and in the same manner as any Limited Partner desiring to
make an assignment of its Limited Partnership Interest. 

  
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 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited
Partner. The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not
cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies,
his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, and any such Person shall have the rights of such Limited Partner for the purpose of settling or managing his estate
property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a
Substitute Limited Partner. 
 9.6 Joint Ownership of Interests. A Partnership Interest may be acquired by two
individuals as joint tenants with right of survivorship, provided, that such individuals either are married or are related and share the same personal residence. The written consent or vote of both owners of any such jointly-held Partnership
Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to
the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy
with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly held Partnership Interest
until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned
separately by each of the former joint owners. 
 ARTICLE X 

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 
 10.1 Books and Records. At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books
of account maintained in accordance with generally accepted accounting principles, including (a) a current list of the full name and last-known business address of each Partner; (b) a copy of the Certificate and all certificates of
amendment thereto; (c) copies of the Partnership’s federal, state and local income tax returns and reports; (d) copies of the Agreement and any financial statements of the Partnership for the three most recent years; and (e) all
documents and information required under the Act. Any Partner or its duly authorized representative, and any stockholder of the General Partner, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such
records during ordinary business hours. 

  
 37 










 10.2 Custody of Partnership Funds; Bank Accounts. 

(a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or
brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine. 

(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in
investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be
commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b). 

10.3 Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year. 

10.4 Annual Tax Information and Report. The General Partner will use its commercially reasonable efforts to supply within
75 days after the end of each fiscal year of the Partnership to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably
required by law, and in all events the General Partner shall furnish such information within the time required by applicable law. 
 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments. 

(a) As more fully set forth in Section 4.4, upon the Partnership becoming a partnership for federal income tax purposes, the General
Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required,
respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the
General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General
Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such
petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. 

(b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be
made by the General Partner in its sole and absolute discretion. 
 (c) In the event of a transfer of all or any part of the
Partnership Interest of any Partner, the Partnership, at the option and in the sole and absolute discretion of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything
contained in ARTICLE V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor-in-interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing
Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election. 

  
 38 










 10.6 Reports to Limited Partners. 

(a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner
shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such
fiscal quarter presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing
financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles.
The annual financial statements shall be audited by accountants selected by the General Partner. 
 (b) Any Partner shall
further have the right to a private audit of the books and records of the Partnership, provided such audit is made for Partnership purposes and at the expense of the Partner desiring it, and it is made during normal business hours. 

ARTICLE XI 

AMENDMENT OF AGREEMENT; MEETINGS 
 11.1 Amendment. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this
Agreement in any respect; provided, however, that the following amendments shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: 

(a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Sections 8.5(d) or
7.1(d)) in a manner adverse to the Limited Partners; 
 (b) any amendment that would adversely affect the rights of the Limited
Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2; 
 (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to
Section 4.2; or 
 (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital
Contributions to the Partnership. 
 The foregoing notwithstanding, the approval of any amendment to this Agreement that shall
be part of a plan of merger, plan of exchange or plan of conversion involving the Partnership or the Partnership Interests shall be governed by ARTICLE XII. Notwithstanding anything to the contrary contained in this Agreement, the Partners
acknowledge that this Agreement shall be deemed to be automatically amended and the General Partner is authorized to amend this Agreement to the extent provided in Section 4.1 hereof. 

  
 39 










 11.2 Meetings of Partners. 

(a) The Partners may but shall not be required to hold any annual, periodic or other formal meetings. Meetings of the Partners may be
called by the General Partner or by any Limited Partner or Limited Partners holding at least 10% of the Partnership Units in the Partnership. 
 (b) The Partner or Partners calling the meeting may designate any place within the State of Delaware as the place of meeting for any meeting of the Partners; and Partners holding at least a majority of
the Partnership Units in the Partnership may designate any place outside the State of Delaware as the place of meeting for any meeting of the Partners. If no designation is made, or if a special meeting is called, the place of meeting shall be the
principal place of business of the Partnership. 
 (c) Except as provided in Section 11.2(d), written notice stating the
place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than ninety (90) days before the date of the meeting, either personally or by mail, by or at
the direction of the Partner or Partners calling the meeting, to each Partner entitled to vote at such meeting and to each Partner not entitled to vote who is entitled to notice of the meeting. 

(d) Anything in this Agreement to the contrary notwithstanding, with respect to any meeting of the Partners, any Partner who in person or
by proxy shall have waived in writing notice of the meeting, either before or after such meeting, or who shall attend the meeting in person or by proxy, shall be deemed to have waived notice of such meeting unless such Partner attends for the
express purpose of objecting, at the beginning of the meeting, and does so object to the transaction of any business because the meeting is not lawfully called or convened. 
 (e) If all of the Partners shall meet at any time and place, either within or outside of the State of Delaware, in person or by proxy, and consent to the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting lawful action may be taken. 
 (f) For the purpose of
determining Partners entitled to notice of or to vote at any meeting of Partners or any adjournment thereof, the date on which notice of the meeting is mailed shall be the record date. When a determination of Partners entitled to vote at any meeting
of Partners has been made as provided in this Section, such determination shall apply to any adjournment thereof. 
 (g)
Partners holding at least a majority of the Partnership Units entitled to vote at a meeting, represented in person or by proxy, shall constitute a quorum at any meeting of Partners. In the absence of a quorum at any such meeting, Partners holding at
least a majority of Partnership Units so represented may adjourn the meeting to another time and place. Any business that might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present. No
notice of an adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 120 days. The Partners present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal during such meeting of that number Partnership Units whose absence would cause less than a quorum to be present. 

(h) If a quorum is present, the affirmative vote of Partners holding a majority of the Partnership Units entitled to vote, present in
person or represented by proxy, shall be binding on all Partners, unless the vote of a greater or lesser proportion or number of Partnership Units or Partners is otherwise required by applicable law or by this Agreement. Unless otherwise expressly
provided herein or required under applicable law, Partners who have an interest (economic or otherwise) in the outcome of any particular matter upon which the Partners’ vote or consent is required may vote or consent upon any such matter and
their Partnership Units, vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter was approved by the Partners. 

  
 40 










 (i) At all meetings of Partners, a Partner may vote in person or by proxy executed in
writing by the Partner or by the Partner’s duly authorized attorney-in-fact. Such proxy shall be filed with the General Partner before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy. 
 (j) Action required or permitted to be taken at a meeting of Partners may be taken
without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken and signed by sufficient Partners or Partners holding sufficient Partnership Units, as the case may be, to approve such action had
such action been properly voted on at a duly called meeting of the Partners. Action taken under this Section 11.2(j) is effective when the requisite Partners or Partners with the requisite Partnership Units, as the case may be, have signed the
consent or approval, unless the consent specifies a different effective date. 
 ARTICLE XII 

MERGER, EXCHANGE OR CONVERSION 
 12.1 Merger, Exchange or Conversion of Partnership. 
 (a) The
Partnership may (i) adopt a plan of merger and may merge with or into one or more domestic or foreign limited partnerships or other entities with the resulting entity being one or more surviving entities, (ii) adopt a plan of exchange by
which a domestic or foreign limited partnership or other entity is to acquire all of the outstanding Partnership Interests in exchange for cash, securities or other property of the acquiring domestic or foreign limited partnership or other entity or
(iii) adopt a plan of conversion and convert to a foreign limited partnership or other entity. Any such plan of merger, plan of exchange, or plan of conversion shall otherwise comply with the requirements of this Agreement and the Act.

 (b) Any merger pursuant to a plan of merger described in Section 12.1(a)(i) shall be conditioned upon the merger being
permitted by the laws under which each other entity that is a party to the merger is incorporated or organized or by the constituent documents of such other entity that are not inconsistent with such laws. Any exchange pursuant to a plan of exchange
described in Section 12.1(a)(ii) shall be conditioned upon the issuance of shares or other interests of the acquiring foreign limited partnership or other entity being permitted by the laws under which such foreign limited partnership or other
entity is incorporated or organized or is not inconsistent with such laws. Any conversion pursuant to a plan of conversion described in Section 12.1(a)(iii) shall be conditioned upon such conversion being permitted by, or not inconsistent with,
the laws of the jurisdiction in which the converted entity is to be incorporated, formed or organized and the incorporation, formation or organization of the converted entity is effected in compliance with such laws. 

(c) The Partnership may adopt a plan of merger, plan of exchange or plan of conversion if the General Partner acts upon and the Limited
Partners (if required by Section 12.2 below) approve the plan of merger, plan of exchange or plan of conversion in the manner prescribed in Section 12.2 below. 

  
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 12.2 Approval of Plan of Merger, Exchange or Conversion. 

(a) Except as provided by Section 12.2(g) below, after acting on a plan of merger, plan of exchange or plan of conversion in the
manner prescribed by Section 12.2(b)(i), the General Partner shall submit the plan of merger, plan of exchange or plan of conversion for approval by the Limited Partners. 
 (b) Except as provided by Section 12.2(f) below, for a plan of merger, plan of exchange or plan of conversion to be approved: 

(i) the General Partner shall adopt a resolution recommending that the plan of merger, plan of exchange or plan of
conversion be approved by the Limited Partners, unless the General Partner determines that for any reason it should not make that recommendation, in which case the General Partner shall adopt a resolution directing that the plan of merger, plan of
exchange or plan of conversion be submitted to the Limited Partners for approval without recommendation; and 

(ii) the Limited Partners entitled to vote on the plan of merger, plan of exchange or plan of conversion must approve the
plan as set forth in Section 12.2(e). 
 (c) The General Partner may condition its submission to the Limited Partners of a
plan of merger, plan of exchange or plan of conversion, and the effectiveness of such plan, on any basis, including without limitation that a specified percentage of the Percentage Interests of the Limited Partners in excess of a majority of the
Percentage Interests of the Limited Partners be required for the approval of the plan of merger, plan of exchange or plan of conversion. 
 (d) The General Partner shall notify each Limited Partner, whether or not entitled to vote, of the meeting of the Limited Partners at which the plan of merger, plan of exchange or plan of conversion is to
be submitted for approval in accordance with this Section 12.2 and applicable law. The notice shall be given at least twenty (20) days before the meeting and shall state that the purpose, or one of the purposes, of the meeting is to
consider the plan of merger, plan of exchange or plan of conversion and shall contain or be accompanied by a copy or summary of the plan. Any such approval may be by written consent of the requisite Limited Partners as would be required to approve
the plan at any meeting where all the Limited Partners are present. 
 (e) Unless the General Partner (acting pursuant to
Section 12.2(c)) requires a greater vote, the vote of the Limited Partners required for approval of a plan of merger, plan of exchange or plan of conversion shall be the affirmative vote of the holders of more than 50% of the Percentage
Interests of the Limited Partners entitled to vote thereon. 
 (f) Unless applicable law otherwise requires (in which case the
approval of the Limited Partners shall continue to be required and the foregoing provisions of this Section 12.2 shall continue to apply), (1) approval by the Limited Partners on a plan of exchange shall not be required, and the foregoing
provisions of this Section 12.2 do not apply, if the Partnership is the acquiring entity in the plan of exchange, and (2) approval by the Limited Partners on a plan of merger or a plan of conversion shall not be required and the foregoing
provisions of this Section 12.2 do not apply, if: 
 (i) a limited partnership is the sole surviving or
resulting entity; 
 (ii) the partnership agreement of the surviving or resulting limited partnership will not
materially differ from this Agreement before the merger or conversion in any manner other than as to applicable law or other insignificant conforming differences; 

  
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 (iii) Limited Partners who held Limited Partnership Interests immediately
before the effective date of the merger or conversion will hold interests in the surviving or resulting entity in the same proportions, immediately after the effective date of the merger or conversion; and 

(iv) the General Partner adopts a resolution approving the plan of merger or plan of conversion. 

(g) After a plan of merger, plan of exchange or plan of conversion is approved, and at any time before the merger, exchange or conversion
has become effective, the plan of merger, plan of exchange or plan of conversion may be abandoned (subject to any contractual rights by any of the entities that are a party thereto), without action by the Limited Partners, in accordance with the
procedures set forth in the plan of merger, plan of exchange or plan of conversion or, if no such procedures are set forth in the plan, in the manner determined by the General Partner. 

12.3 Rights of Dissenting Limited Partners. 
 (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or
conversion approved by the written consent of Limited Partners (a “Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership Interests or money damages with respect to the
transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.3, any Dissenting Limited Partner who fails to
comply with the requirements of this Section 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership Interests or money damages with respect to the transaction. A “Dissenting Limited Partner”
in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a
plan of merger, plan of exchange or plan of conversion approved by written consent, a “Dissenting Limited Partner” in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written
consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the
Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any
merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion. 
 (b) Any Dissenting Limited Partner who has opted for payment for his Limited Partnership Interests shall not thereafter be entitled to vote or exercise any other rights of a Limited Partner except the
right to receive payment for his Limited Partnership Interests and the right to maintain an appropriate action to obtain relief on the ground that the transaction would be or was fraudulent. Limited Partnership Interests of Dissenting Limited
Partners for which payment has been made shall not thereafter be considered outstanding for the purposes of any subsequent vote of the Limited Partners. 
 (c) Within twenty (20) days after a Dissenting Limited Partner votes against any plan of merger, plan of exchange or plan of conversion which is approved by a vote of the Limited Partners, or in
connection with a Limited Partner’s objection to any plan of merger, plan of exchange or plan of conversion approved by the written consent of the Limited Partners, the Dissenting Limited Partner may


  
 43 










 
demand by written notice to the General Partner that payment for his Limited Partnership Interest be made. Upon receipt of such a payment demand, the General Partner shall (i) make a
notation on the records of the Partnership that such demand has been made and (ii) within a reasonable period of time after the later of the receipt of a payment demand or the consummation of the merger, exchange or conversion, cause the
Partnership to pay to the Dissenting Limited Partner the fair value of such Dissenting Limited Partner’s Partnership Interest without interest. The fair value of a Dissenting Limited Partner’s Partnership Interest shall be an amount equal
to the Dissenting Limited Partner’s pro rata share (as would be determined under Section 5.6 if the Partnership were liquidating) of the appraised value of the net assets of the Partnership based on an appraisal of all assets of the
Partnership from a Competent Independent Expert. The assets of the Partnership shall be appraised on a consistent basis. The appraisal shall be based on an evaluation of all relevant information and shall include the current value of the
Partnership’s assets as of the date immediately prior to the proposed merger, exchange or conversion. The appraisal shall assume an orderly liquidation of the Partnership’s assets over a twelve (12) month period, shall consider other
balance sheet items, and shall be net of the assumed cost of sale. The terms of the engagement of the appraiser shall clearly state that the engagement is for the benefit of the Partnership and its Limited Partners. A summary of the independent
appraisal, including all material assumptions underlying the appraisal, shall be provided to Dissenting Limited Partners in connection with the payment of the fair value of their Limited Partnership Interests. 

(d) If a Dissenting Limited Partner shall fail to make a payment demand within the period provided in Section 12.3(c) or, in respect
of a plan of merger, plan of exchange or plan of conversion approved by written consent of the Limited Partners, shall fail to provide notice of dissent within the period set forth in Section 12.3(a), such Dissenting Limited Partner and all
persons claiming under him shall be conclusively presumed to have approved and ratified the merger, conversion or exchange and shall be bound thereby, the right of such Dissenting Limited Partner to be paid the fair value of his Limited Partnership
Interest shall cease, and his status as a Limited Partner shall be restored without prejudice to any proceedings which may have been taken during the interim, and such Dissenting Limited Partner shall be entitled to receive any distributions made to
Limited Partners in the interim. 
 ARTICLE XIII 
 GENERAL PROVISIONS 
 13.1 Notices. All communications
required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the
addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or
mailed to its specified office. 
 13.2 Survival of Rights. Subject to the provisions limiting transfers, this
Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns. 
 13.3 Additional Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents that may be reasonable, necessary, appropriate
or desirable to carry out the provisions of this Agreement or the Act. 
 13.4 Severability. If any provision of
this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or
unenforceability shall not affect the remainder. 

  
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 13.5 Entire Agreement. This Agreement and exhibits attached hereto constitute
the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof, except as otherwise set forth herein.

 13.6 Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is the
intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require. 
 13.7 Headings. The Article and Section headings in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article or
Section. 
 13.8 Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. 

13.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware;
provided, however, that any cause of action for violation of federal or state securities law shall not be governed by this Section 13.9. 
 13.10 Arbitration. Notwithstanding anything to the contrary contained in this Agreement, all claims, disputes and controversies between the parties hereto (including, without limitation, any
claims, disputes and controversies between the Partnership and any one or more of the Partners and between or among any Partners) arising out of or in connection with this Agreement or the Partnership created hereby, or any act or failure to act by
the General Partner or any other Partner hereunder, shall be resolved by binding arbitration in Phoenix, Arizona by the American Arbitration Association (the “AAA”), in accordance with this Section 13.10. Any arbitration called
for by this Section 13.10 shall be conducted in accordance with the following procedures: 
 (a) The Partnership or any
Partner (the “Requesting Party”) may demand arbitration pursuant to this Section 13.10 at any time by giving written notice of such demand (the “Demand Notice”) to all other Partners and (if the Requesting
Party is not the Partnership) to the Partnership which Demand Notice shall describe in reasonable detail the nature of the claim, dispute or controversy. 
 (b) Within 15 days after the giving of a Demand Notice or such additional time as required by the AAA, the AAA shall select and designate in writing three reputable, disinterested individuals willing to
act as an arbitrator of the claim, dispute or controversy in question. 
 (c) The presentations of the parties hereto in the
arbitration proceeding shall be commenced and completed within sixty (60) days after the selection of the arbitration panel pursuant to Section 13.10(b) above, and the arbitration panel shall render its decision (and specify in reasonable
detail its reasons therefor) in writing within thirty (30) days after the completion of such presentations. Any decision concurred in by any two (2) of the arbitrators shall constitute the decision of the arbitration panel, and unanimity
shall not be required. 
 (d) The arbitration panel shall include in its decision a direction that all of the attorneys’
fees and costs of any party or parties and the costs of such arbitration be paid by the losing party or parties in the arbitration. On the application of a party before or after the initial decision of the arbitration panel, and proof of its
attorneys’ fees and costs, the arbitration panel shall order the other party to make any payments directed pursuant to the preceding sentence. 

  
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 Any decision rendered by the arbitration panel in accordance herewith shall be final and
binding on the parties hereto, and judgment thereon may be entered by any state or federal court of competent jurisdiction. Arbitration shall be the exclusive method available for resolution of claims, disputes and controversies arising between and
among the parties relating to this Agreement and the conduct of the parties hereto in relation to Partnership matters, and the Partnership and its Partners stipulate that the provisions of this Agreement shall be a complete defense to any suit,
action or proceeding in any court or before any administrative or arbitration tribunal with respect to any such claim, controversy or dispute. The provisions of this Section 13.10 shall survive the dissolution of the Partnership. 

Nothing contained herein shall be deemed to give the arbitrators any authority, power or right to alter, change, amend, modify, add to,
or subtract from any of the provisions of this Agreement. 
 13.11 Vote of Affiliated Limited Partners.
Notwithstanding any provision to the contrary set forth in this Agreement, in each instance in which the consent, approval or vote of Limited Partners is required hereunder, any Partnership Interest held as a Limited Partner by any Affiliate of the
Sponsor shall not be included for purposes of calculating whether the requisite approval of Partners is obtained unless, as of the date of determination, there are no Limited Partners entitled to vote or consent who are not Affiliates of the
Sponsor. 
 13.12 Acknowledgement as to Exculpation and Indemnification. THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT THIS AGREEMENT CONTAINS EXCULPATION AND INDEMNIFICATION IN RESPECT OF THE ACTIONS OR OMISSIONS OF THE GENERAL PARTNER AND DIRECTORS, OFFICERS AND AFFILIATES OF THE GENERAL PARTNER BY THE PARTNERSHIP EVEN IF SUCH ACTIONS OR OMISSIONS CONSTITUTE
NEGLIGENCE OF SUCH PERSONS. 
 [SIGNATURES COMMENCE ON FOLLOWING PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to
this Agreement of Limited Partnership effective as of the date first above written. 
  

					
	 GENERAL PARTNER:
  

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC., a Maryland corporation

		
	By:	 	  

		 	Name:	 	D Kirk McAllaster, Jr.
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	 ORIGINAL LIMITED PARTNER:
  

CRI CCIT II, LLC, a
Delaware limited liability company

		
	By:	 	  

		 	Name:	 	D Kirk McAllaster, Jr.
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer

 Signature Page to Limited Partnership Agreement of 

COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP 








 INDEX OF EXHIBITS 
 EXHIBIT A - Partners, Capital Contributions and Partnership Units 
 EXHIBIT B - Notice of Exercise
of Exchange Right 
 EXHIBIT C - Call Notice 








 EXHIBIT A 
 PARTNERS, CAPITAL CONTRIBUTIONS AND PARTNERSHIP UNITS 
 As of March
    , 2013 
  

							
	 Partners
	  	Cash
Contribution	  	Agreed Value
of Property
Contribution	  	Partnership
Units
				
	 General Partner:
	  		  		  	
				
	 Cole Office & Industrial REIT (CCIT II), Inc.

2325 East Camelback Road, Suite 1100

Phoenix, Arizona 85016
	  	[OPEN]	  		  	[OPEN]
				
	 Original Limited Partner:
	  		  		  	
				
	 CRI CCIT II, LLC

2325 East Camelback Road, Suite 1100

Phoenix, Arizona 85016
	  	[OPEN]	  	N/A	  	[OPEN]









 EXHIBIT B 
 NOTICE OF EXERCISE OF EXCHANGE RIGHT 
 In accordance with the Agreement of
Limited Partnership of COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, as amended (the “Agreement”), the undersigned hereby irrevocably (i) presents for exchange
                             Partnership Units in COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP in
accordance with the terms of the Agreement and the Exchange Right referred to therein; (ii) surrenders such Partnership Units and all right, title and interest therein; and (iii) directs that the Cash Amount or REIT Shares Amount (as
defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Exchange Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be
registered or placed in the name(s) and at the address(es) specified below. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	(Signature of Limited Partner)
				
		 		 		 	  

		 		 		 	(Printed Name of Limited Partner)
				
		 		 		 	Mailing Address and Phone No.:
		 		 		 	  

		 		 		 	  

		 		 		 	  

		 		 		 	  

		 		 		 	(        )             -    
                                         
                           

  

					
	Signature Guaranteed by:	  	  
	  	

  

			
	If REIT Shares are to be issued, issue to:
		
	Name:	 	  

	
	Mailing Address and Phone No.:
		 	  

		 	  

		 	  

		 	  

		 	(        )
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	Social security or other tax identification number:	  	  
	  	









 EXHIBIT C 
 CALL NOTICE 
 In accordance with the Agreement of Limited Partnership of
COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, as amended (the “Agreement”), the undersigned hereby irrevocably exercises its Call Right (as defined in the Agreement) with regard to all of the Partnership Units owned by
                                         in COLE
CORPORATE INCOME OPERATING PARTNERSHIP II, LP. The undersigned shall pay the [Cash Amount/REIT Shares Amount] to
                                         at the
notice address of provided in the Agreement upon receipt of (i) the duly executed Partnership Unit Certificate of
                                        
transferring all right, title and interest in Partnership Units to the undersigned, (ii) if REIT Shares are to be delivered, instructions as to the name, address and taxpayer identification number of the person to whom such REIT Shares will be
registered or placed, and (iii) the representation, warranty and certification of that
                                        
(a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity; (b) has the full right, power and authority to transfer and surrender such Partnership Units
as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender. 

 

			
	COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC., a Maryland corporation
		
	By:	 	  

		
	Name:	 	  

		
	Title: