Document

THIS CONSENT TO RESTRUCTURING, dated as of June 24, 2026 (this “Consent”), is entered into by CITIBANK, N.A., a national banking association, in its capacity as administrative agent for the Secured Parties under the Credit Agreement (as defined below) (“Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

WHEREAS, Administrative Agent is a party to that certain Credit and Security Agreement, dated as of December 31, 2019 (as amended by that certain Amendment No. 1 dated as of March 19, 2020, that certain Amendment No. 2 dated as of October 4, 2021, and as further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Credit Agreement”); and

NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

(a)As of the date hereof, CIM Group Holdings, LLC, a Delaware limited liability company (“CIM Group”), controls the entity that serves as the external manager of CIM Real Estate Finance Trust, Inc., a Maryland corporation (“Guarantor”).

(b)On the date hereof, Guarantor intends to consummate a series of restructuring and reorganization transactions (collectively, the “Restructuring”) pursuant to which, among other things, the employees, management platform, investment portfolio and certain other assets and subsidiaries of CIM Group, will be contributed to a newly formed operating partnership that will be a direct subsidiary of Guarantor, and CIM Group and/or its affiliates will receive limited partnership interests in such operating partnership and non-economic voting preferred shares of Guarantor in exchange for such contributions. Upon consummation of the Restructuring, among other things, (A) Guarantor will no longer be externally managed and (B) CIM Group and/or its affiliates will, through the voting rights of such non-economic voting preferred shares, control greater than fifty percent (50%) of the total voting power of all classes of Capital Stock of Guarantor entitled to vote generally in the election of directors of Guarantor. Immediately after the consummation of the Restructuring, Guarantor will change its name to CIM Group, Inc.

(c)Effective immediately prior to the consummation of the Restructuring, Administrative Agent hereby (i) consents to the Restructuring, (ii) agrees that the Restructuring shall not constitute a Change of Control for which consent has not been obtained under the Credit Agreement or any other Facility Document, and (iii) confirms that the consummation of the