We believe our Proposal will result in significant benefits to CCPT III stockholders when compared to the Internalization Transaction, including: We believe that these transaction benefits are very compelling for CCPT III stockholders, as well as ARCP stockholders, and make our Proposal more attractive than the proposed Internalization Transaction. Internalization Transaction Fails to Maximize Stockholder Value We believe that the Internalization Transaction raises significant conflict issues – it only delivers certainty of value to Cole Holdings with no guarantee that CCPT III stockholders will benefit in any way. This result is in clear contrast to market norms, including recent high-performing and market-supported comparables, such as the announced merger between Cole Credit Property Trust II, Inc. (" CCPT II ") and Spirit Realty Capital, Inc. (NYSE: SRC ), the successful merger of American Realty Capital Trust III, Inc. with ARCP, and American Realty Capital Trust, Inc.'s merger with Realty Income Corp.