RELATED-PARTY TRANSACTIONS

In May 2005, CIM Urban and CIM Urban REIT Management, L.P., each an affiliate of CIM REIT and CIM Group, entered into an Investment Management Agreement, pursuant to which CIM Urban engaged CIM Urban REIT Management, L.P. to provide investment advisory services to CIM Urban. CIM Investment Advisors, LLC, an affiliate of CIM REIT and CIM Group, registered with the SEC as an investment adviser and, in connection with such registration, CIM Urban entered into a new Investment Management Agreement with CIM Investment Advisors, LLC, in December 2015, on terms substantially similar to those in the previous Investment Management Agreement, pursuant to which CIM Urban engaged CIM Investment Advisors, LLC to provide investment advisory services, and the previous Investment Management Agreement was terminated. "Advisor" refers to CIM Urban REIT Management, L.P. prior to December 10, 2015 and to CIM Investment Advisors, LLC on and after December 10, 2015.

CIM Urban pays asset management fees to the Advisor on a quarterly basis in arrears. The fee is calculated as a percentage of the daily average adjusted fair value of CIM Urban's investments, as defined, as follows:



Daily Average Adjusted Fair Value of CIM Urban's Investments
				Quarterly Fee Percentage
From Greater of		To and Including		Quarterly Fee Percentage
(in thousands)
$	—	$	500,000	0.2500	%
500,000		1,000,000		0.2375	%
1,000,000		1,500,000		0.2250	%
1,500,000		4,000,000		0.2125	%
4,000,000		20,000,000		0.1000	%

The Advisor earned asset management fees of $6,589,000 and $6,259,000 for the three months ended September 30, 2016 and 2015, respectively, and $19,305,000 and $18,577,000 for the nine months ended September 30, 2016 and 2015, respectively. At September 30, 2016 and December 31, 2015, asset management fees of $6,360,000 and $6,260,000, respectively, were due to the Advisor.

CIM Management, Inc. and certain of its affiliates (collectively, the "CIM Management Entities"), all affiliates of CIM REIT and CIM Group, provide property management, leasing, and development services to CIM Urban. The CIM Management Entities earned property management fees, which are included in rental and other property operating expenses, totaling $1,443,000 and $1,446,000 for the three months ended September 30, 2016 and 2015, respectively, and $4,258,000 and $4,372,000 for the nine months ended September 30, 2016 and 2015, respectively. CIM Urban also reimbursed the CIM Management Entities $2,301,000 and $2,016,000 during the three months ended September 30, 2016 and 2015, respectively, and $6,308,000 and $6,302,000 for the nine months ended September 30, 2016 and 2015, respectively, for the cost of on-site personnel incurred on behalf of CIM Urban, which is included in rental and other property operating expenses. The CIM Management Entities earned leasing commissions of $397,000 and $217,000 for the three months ended September 30, 2016 and 2015, respectively, and $1,151,000 and $310,000 for the nine months ended September 30, 2016 and 2015, respectively, which were capitalized to deferred charges. In addition, the CIM Management Entities earned construction management fees of $119,000 and $218,000 for the three months ended September 30, 2016 and 2015, respectively, and $787,000 and $665,000 for the nine months ended September 30, 2016 and 2015, respectively, which were capitalized to investments in real estate.

At September 30, 2016 and December 31, 2015, fees payable and expense reimbursements due to the CIM Management Entities of $2,747,000 and $2,230,000, respectively, are included in due to related parties. Also included in due (from) to related parties as of September 30, 2016 and December 31, 2015, was ($690,000) and ($274,000), respectively, due (from) the CIM Management Entities and related parties.

On the Acquisition Date, pursuant to the terms of the Merger Agreement, CIM Commercial and its subsidiaries entered into the Master Services Agreement (the "Master Services Agreement") with CIM Service Provider, LLC (the "Manager"), an affiliate of CIM Group, pursuant to which the Manager agrees to provide or arrange for other service providers to provide management and administration services to CIM Commercial and its subsidiaries following the Merger. Pursuant to the Master Services Agreement, we appointed an affiliate of CIM Group as the manager of Urban Partners GP, LLC. Under the Master Services Agreement, CIM Commercial pays a base service fee (the "Base Service Fee") to the Manager initially set at $1,000,000 per year (subject to an annual escalation by a specified inflation factor beginning on January 1, 2015), payable quarterly in arrears. The Manager earned a Base Service Fee of $259,000 and $253,000 for the three months ended September 30, 2016 and 2015, respectively, and $784,000 and $759,000 for the nine months ended September 30, 2016 and 2015, respectively. In addition, pursuant to the terms of the Master Services Agreement, the Manager may receive compensation and/or reimbursement for performing certain services for CIM Commercial and its subsidiaries that are not covered under the Base Service Fee. During the nine months ended September 30, 2016 and 2015, such services performed by the Manager included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources and corporate communications. The Manager's compensation is based on the salaries and benefits of the employees of the Manager and/or its affiliates who performed these services (allocated based on the percentage of time spent on the affairs of CIM Commercial and its subsidiaries). We expensed $676,000 and $654,000 for the three months ended September 30, 2016 and 2015, respectively, and $2,402,000 and $2,244,000 for the nine months ended September 30, 2016 and 2015, respectively, for such services. At September 30, 2016 and December 31, 2015, $1,247,000 and $1,256,000 was due to the Manager, respectively, for such services.

On January 1, 2015, we entered into a Staffing and Reimbursement Agreement with CIM SBA Staffing, LLC ("CIM SBA"), an affiliate of CIM Group and our subsidiary, PMC Commercial Lending, LLC, which provides that CIM SBA will provide personnel and resources to us and that we will reimburse CIM SBA for the costs and expenses of providing such personnel and resources. For the three months ended September 30, 2016 and 2015, we incurred expenses related to services subject to reimbursement by us under this agreement of $865,000 and $1,109,000, respectively, which are included in asset management and other fees to related parties for lending segment costs included in continuing operations, $107,000 and $124,000, respectively, for corporate services, which are included in asset management and other fees to related parties, and $137,000 and $72,000, respectively, which are included in discontinued operations; for the nine months ended September 30, 2016 and 2015, we incurred expenses related to such services of $2,679,000 and $2,821,000, respectively, which are included in asset management and other fees to related parties for lending segment costs included in continuing operations, $333,000 and $375,000, respectively, for corporate services, which are included in asset management and other fees to related parties, and $417,000 and $596,000, respectively, which are included in discontinued operations. In addition, we deferred $40,000 and $53,000 for the three months ended September 30, 2016 and 2015, respectively, and $189,000 and $194,000 for the nine months ended September 30, 2016 and 2015, respectively, associated with services provided for originating loans.

On October 1, 2015, an affiliate of CIM Group entered into a 5-year lease renewal with respect to a property owned by the Company. We recorded rental and other property income related to this tenant of $27,000 and $26,000 for the three months ended September 30, 2016 and 2015, respectively, and $81,000 and $78,000 for the nine months ended September 30, 2016 and 2015, respectively.

On May 16, 2016, we announced a cash tender offer to purchase up to 10 million shares of our Common Stock at a price of $21.00 per share. In connection with the tender offer, we repurchased and retired 10 million shares of our Common Stock for an aggregate purchase price of $210,000,000, excluding fees and expenses related to the tender offer, which were $301,000. Based on the actual total number of shares tendered, Urban II received $208,140,000 of the aggregate purchase price paid.

In addition, on September 14, 2016, we repurchased in a privately negotiated transaction 3,628,116 shares of Common Stock from Urban II and retired them on the same date. The aggregate purchase price was $79,819,000, or $22.00 per share.