Cole Office & Industrial REIT (CCIT II), Inc.
2325 East Camelback Road, Suite 1100
Phoenix, Arizona 85016
October 29, 2020
VIA ELECTRONIC MAIL
Special Committee of the Board of Directors
c/o CIM Real Estate Finance Trust, Inc.
2398 East Camelback Road, 4th Floor
Phoenix, Arizona 85016
Attn: T. Patrick Duncan
with copies to:
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, CA 90067
Attn: Patrick S. Brown
750 East Pratt Street
Baltimore, Maryland 21202
Attn: Sharon A. Kroupa
Ladies and Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc. (CMFT), Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc. (CCIT II) (the Merger Agreement). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
Per the letter delivered to you on October 7, 2020, CCIT II received an Acquisition Proposal from Griffin Capital Essential Asset REIT, Inc. (GCEAR, and such Acquisition Proposal, the GCEAR Acquisition Proposal) prior to the Go Shop Period End Time. As set forth in the CCIT II Change Notice delivered to you on October 26, 2020, after extensive analyses and discussions with its financial advisors and legal counsel, the CCIT II Special Committee determined that the GCEAR Acquisition Proposal constituted a Superior Proposal and that failure to terminate the Merger Agreement pursuant to Section 9.1(c)(ii) of the Merger Agreement to enter into an Alternative Acquisition Agreement with GCEAR for such Superior Proposal would be inconsistent with CCIT IIs directors duties or standard of conduct under Maryland Law.
Following delivery of the CCIT II Change Notice, CMFT notified CCIT II that it intended to waive its negotiation and other rights under Sections 7.3(f)(i) and (ii) of the Merger Agreement, including CCIT IIs obligation to negotiate with CMFT during the four (4) Business Day period following delivery of the CCIT Change Notice.
Consequently, and conditional on CMFTs agreement to the Termination Conditions (as defined below), the CCIT II Special Committee has recommended to the CCIT II Board that it terminate the Merger Agreement pursuant to this letter agreement in order to enter into the Alternative Acquisition Agreement with GCEAR, which the CCIT II Board has subsequently approved.