Creative Media & Community Trust Corporation — Investor Presentation 2018

Oct 7, 2018

CIM Commercial Trust Corporation | Strategic Update October 2018

Free Writing Prospectus. Filed Pursuant to Rule 433 | Dated October 5, 2018 | Registration Statement Nos. 333-203639; 333-210880; 333- 227707

CIM Commercial Trust Corporation ("CMCT", "CIM Commercial", the "Company") has filed registration statements (including prospectuses and prospectus supplements) with the Securities and Exchange Commission (the "SEC") and the Israel Securities Authority ("ISA") for the offerings to which this communication relates. Before you invest, you should read the prospectuses and the prospectus supplements in those registration statements and other documents the Company has filed with the SEC and the ISA for more complete information about the Company and the offerings. You may get these documents for free by visiting the Company's website at http://shareholders.cimcommercial.com/. Alternatively, you may request to receive a prospectus by calling toll-free at 1-866-341-2653.

You may also access the applicable prospectus for free on the SEC website at www.sec.gov or https://www.tase.co.il/en the as follows:

• » Post-Effective Amendment No. 3 to Form S-11 on Form S-3, dated January 9, 2018, relating to Registration Statement No. 333-203639 (ISA: January 10, 2018, ref: 2018-02-0003273)
• » Prospectus, dated April 13, 2018, relating to Registration Statement No. 333-210880, and Supplement No. 1 thereto, dated May 14, 2018 (ISA: May 15, 2018, ref: 2018-02-048169)
• » Registration Statement on Form S-4 (Reg. No 333- 227707), dated October 5, 2018 (ISA: October 7, 2018, ref: 2018-02-088519)

Tender Offer. The proposed exchange offer (the "Proposed Exchange Offer") involving CMCT's Series L Preferred Stock described in these materials has not yet commenced. This communication is for informational purposes only and shall not constitute an offer to buy or the solicitation of an offer to sell any securities of the Company, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Prior to any commencement of the Proposed Exchange Offer, the Company will file with the SEC a tender offer statement on Schedule TO, including an offer t o purchase, a letter of transmittal and related documents. PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE PROPOSED EXCHANGE OFFER, STOCKHOLDERS ARE URGED TO CAREFULLY READ THOSE MATERIALS, WHEN AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED EXCHANGE OFFER. Copies of materials relating to the Proposed Exchange Offer that the Company files with the SEC may be accessed free of charge through the SEC's website at www.sec.gov or our website at http://shareholders.cimcommercial.com/sec-filings.

Forward-looking Statements.

The information set forth herein contains "forward-looking statements." You can identify these statements by the fact that they do not relate strictly to historical or current facts or they discuss the business and affairs of CIM Commercial on a prospective basis. Further, statements that include words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "pursue," "potential," "forecast," "target," "estimate" or "should" or the negative or other words or expressions of similar meaning, may identify forward-looking statements.

CIM Commercial bases these forward-looking statements on particular assumptions that it has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including those set forth in CIM Commercial's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Registration Statement on Form S-11 (Reg. No. 333-210880) relating to the Series A Preferred Stock, the Registration Statement on Form S-3 (Reg. No, 333-203639) relating to the sale of common stock by a selling shareholder, and the Registration Statement on Form S-4 (Reg. No. 333-227707) relating to the potential exchange offer for Series L Preferred Stock.

As you read and consider the information herein, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve risks, uncertainties and assumptions. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CIM Commercial to predict all of them. Nor can CIM Commercial assess the impact of each such factor or the extent to which any factor, or combination of factors may cause results to differ materially from those contained in any forward-looking statement. CIM Commercial undertakes no obligation to publicly update or release any revisions to these forwardlooking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Post-Potential Recapitalization Summary

• » CMCT would remain principally focused on Class A and creative office assets and also may participate more actively in other CIM Group urban real estate strategies and product types in order to broaden CMCT's participation in CIM Group's \$29.1 billion¹ platform and capabilities for the benefit of all classes of stockholders
• » Potential recapitalization plan unlocks embedded value and enhances growth prospects & trading liquidity

As of 6/30/2018	Actual	Pro Forma2
Debt as % of total capitalization3,4	32%	4%
Target common equity		45%
CMCT officers and directors	2%	6%
Public float	4%	94%
Index eligibility	No	Yes9
Total net assets3,5	\$1.9 billion	\$0.6 billion
Estimated net asset value available to common shareholders3,6	\$1.0 billion	\$0.3 billion

• » Same-store growth NOI CAGR Target of 4% 6% through 2023⁷
• » Same-store growth without development and accretive acquisitions implies illustrative 2023 net asset value of >\$450 million (~\$35 per share) from pro forma net asset value of ~\$297 million (~\$23 per share)⁸
• 1. As of June 30, 2018. See "Important Disclosures" starting on page 10 and, in particular, the section "Assets Owned and Operated" for additional details.
• 1. See "Important Disclosures" starting on page 19, and, in particular, "CMCT Pro Forma Capital Structure and CMCT Pro Forma Portfolio."
• 1. Based on fair value. See "important Disclosures" starting on page 19 and, in particular, "Net Asset Value," with respect to the methodology of the calculation of fair value.
• 1. For the purpose of the calculation, debt is taken at face value and excludes secured borrowings, SBA 7(a) loan-backed notes, deferred financing costs on our debt, and premiums and discounts on our debt; preferred stock is taken at redemption value; and common equity is reduced by the difference between the face value and the carrying value of our debt, deferred financing costs on our debt, and the difference between the redemption value and carrying value of preferred stock.
• 1. Total Net Assets represents total assets net of other liabilities, SBA 7(a) loan-backed notes, and secured borrowings.
• 1. Represents total common equity reduced by the difference between the face value and the carrying value of our debt, deferred financing costs on our debt, and the difference between the redemption value and the carrying value of our preferred stock.
• 1. Based on cash and segment NOI. Excludes potential from development of already owned sites.
• 1. See "Post-Potential Recap: Growth Focused in Gateway Markets" starting on page 10 and "Important Disclosures" starting on page 19 and, in particular, "Net Asset Value," with respect to the methodology of the calculation of NAV of CMCT. The illustrative NAV per share at 2023 is based on a number of assumptions, including an increase in NOI at 5% per year, and using the anticipated capital structure of CMCT immediately following the potential recapitalization (which is different from CMCT's target capital structure). Any changes in these assumptions will affect the ability of CMCT to achieve the illustrative NAV per share. There can be no guarantee that CMCT will be able to achieve NOI growth of 5% per year. In addition, as discussed on page 9, CMCT is targeting a capital structure that is different from CMCT's current capital structure.
• 1. Assumes CMCT Common Stock is added to the CRSP US Equity Index, Russell 2000, MSCI US Real Estate and S&P SmallCap 600 following the potential recapitalization, which, together with other reasons, is expected to make CMCT Common Stock eligible for inclusion on such indices by increasing is public float. There is no guarantee that the potential recapitalization, the inclusion of CMCT Common Stock in such indices or increased public float will occur.

Highlights of Potential Recapitalization Plan CMCT is Exploring to Unlock Embedded Value and Enhance Growth Prospects & Trading Liquidity

» Monetize stabilized assets in Oakland, San Francisco and Washington DC to unlock embedded value that has been created since 2005 (10 assets totaling 2.7 million square feet)

Unlock Embedded Value Through Targeted Asset Sales

• » Use net proceeds from asset sales (after repaying all senior corporate debt) and cash on hand for return of capital to common stockholders for consideration approximating NAV (~\$23 per share as of June 30, 2018) 1
  • » Certain officers and directors of CMCT have expressed a willingness to reinvest their aggregate pro rata share of all net proceeds received by CIM Group and its affiliated entities from the return of capital event estimated to be ~\$11 million into newly issued common shares
  • » CMCT officers and directors would own ~6% of CMCT following the potential recapitalization²

Enhance Growth Prospects

• » Following the potential recapitalization, CMCT would have total net assets at fair value of ~\$607 million3,5 with operating properties in Los Angeles, San Francisco, Sacramento and Austin; aggregate in-place rents on remaining office properties well below market and approximately \$592 million in real estate assets at fair value³ and ~\$16 million invested in real estate loans at fair value3,6
  • » CMCT would maintain attractive development opportunities in Oakland, Austin, Washington DC, and Sacramento
  • » CMCT would target same-store NOI CAGR of 4% 6% through 2023⁴
• 1. Af ter f riction costs. See "Estimated Net Asset Value & NOI Forecast Reconciliation" on page 18 and "Net Asset Value" under "Important Disclosures" starting on page 18, with respect to the methodology of the calculation of NAV of CMCT.
• 1. See "Important Disclosures" starting on page 19, and, in particular, "Net Asset Value" and "CMCT Pro Forma Capital Structure and CMCT Pro Forma Portf olio."
• 1. Based on cash and segment NOI. Excludes potential f rom dev elopment of already owned sites.
• 1. Represents total assets net of other liabilities, SBA 7(a) loan-backed notes, and secured borrowings.
• 1. Represents loans receiv able net of secured borrowings and SBA 7(a) loan-backed notes.

^2. Prior to the exchange of f er. Estimate based on assumption all holders of Common Stock receiv e a return of capital pro rata. Actual repurchase price will be negotiated and approv ed by a committee of CMCT's Independent Directors. See "Important Disclosures" starting on page 19, and, in particular, "CMCT Pro Forma Capital Structure and CMCT Pro Forma Portf olio."

Potential Recap Plan Unlocks Value, Positions CMCT for Growth [Cont'd]

Improve Trading Liquidity » CIM Group has expressed an intent to dissolve CIM REIT¹ (which holds ~95% of CMCT's outstanding Common Stock2) concurrently with the potential recapitalization of CMCT and distribute any shares of CMCT Common Stock then held by it to CIM REIT's 27 institutional partners » CMCT's public float would increase to ~94% (from ~4%), which is expected to improve trading volume and make CMCT Common Stock eligible for inclusion in in several indices » CMCT estimates that it will be added to certain stock indices and, if so added, ~25%-30% of its outstanding Common Stock should be held by passive funds tracking such indices within 12 months following the completion of the potential recapitalization³ » Increased public float and trading liquidity would benefit all preferred and common stockholders and improve CMCT's access to capital (float could improve further a result of the potential exchange offer – see below) » Continue to target capital structure consisting of 45% common equity⁴ » Anticipate no senior debt in place immediately following the potential recapitalization; plan to maintain long-term debt at minimal levels » Target capital structure would utilize revolving debt only as a bridge for investments and working capital until it can be replaced with the issuance of common or preferred stock » Offer Series L stockholders specified alternatives following the completion of the potential recapitalization (see page 16); evaluating options for Series A stockholders Prudent and Flexible Capital Structure

» Re-evaluate Common Stock dividend policy after potential recapitalization

^1. CMCT was the product of a merger (the "Merger") between a newly f ormed subsidiary of CIM Urban REIT, LLC ("CIM REIT"), a f und operated by CIM, and PMC Commercial Trust, a publicly traded real estate inv estment trust, consummated in Q1 2014.

^2. As of September 30, 2018.

^3. Assumes CMCT Common Stock is added to the CRSP US Equity Index, Russell 2000, MSCI US Real Estate and S&P SmallCap 600 f ollowing the potential recapitalization, which, together with other reasons, is expected to make CMCT Common Stock eligible f or inclusion on such indices by increasing is public f loat. There is no guarantee that the potential recapitalization, the inclusion of CMCT Common Stock in such indices or increased public f loat will occur.

^4. Based on f air v alue. See "Important Disclosures" starting on page 19 and, in particular, "Net Asset Value," with respect to the methodology of the calculation of f air v alue.

Anticipated Benefits for Preferred Stockholders

• » Immediately following the potential recapitalization, preferred stockholders would move to a more senior position as a result of the repayment of all mortgages and senior unsecured corporate debt (using proceeds from asset sales)¹
• » Debt-to-total capitalization would decline to ~4% (from 32%)1,2,3
• » Significantly increased public float would improve trading liquidity of Common Stock, which is beneficial to preferred stockholders in the event shares are redeemed in exchange for common shares
• » Increased liquidity in Common Stock would improve CMCT's access to capital

Capital Structure1,2,3

• 1. No assurance can be made that CMCT will not incur debt hav ing rights senior to our pref erred stock in the f uture.
• 1. The calculation of debt-to-total capitalization is based on f air v alue. See "important Disclosures" starting on page 19 and, in particular, "Net Asset Value," with respect to the methodology of the calculation of f air v alue. For the purpose of the calculation, debt is taken at f ace v alue and excludes secured borrowings, SBA 7(a) loan-backed notes, def erred f inancing costs on our debt, and premiums and discounts on our debt; pref erred stock is taken at redemption v alue; and common equity is reduced by the dif f erence between the f ace v alue and the carry ing v alue of our debt, def erred f inancing costs on our debt, and the dif f erence between the redemption v alue and carry ing v alue of pref erred stock.
• 1. See "Important Disclosures" starting on page 19 and, in particular, "CMCT Pro Forma Capital Structure and CMCT Pro Forma Portf olio."

Performance Since Launch of CMCT

Active and Strategic Portfolio Management to Maximize Returns to Stockholders

Cumulative Return from Dividends1,2

1. Return based on cumulativ e regular and special div idends on publicly held shares since March 31, 2014, div ided by initial net asset v alue ("NAV"), f rom March 31, 2014 to June 30, 2018.

2. 1. See "Important Disclosures" starting on page 19, and, in particular, "Net Asset Value" with respect to the methodology of the calculation of NAV of CMCT.
3. 1. Returns based on change in NAV per share f rom March 31, 2014 to June 30, 2018.
4. 1. "U.S. Of f ice REITs" ref lects the weighted av erage historical stock price and NAV perf ormance of the companies included in the SNL US REIT Of f ice Index as of June 30, 2018 based, f or all periods indicated, on the weights attributed to each such company by such index as of June 30, 2018. The SNL US REIT Of f ice Index is an index of certain publicly traded of f ice REITs in the United States. The characteristics of the portf olios of assets of such companies included in "U.S. Of f ice REITs" may dif f er significantly from the characteristics of CMCT's portf olio of assets. "U.S. Office REITs" may therefore not be an appropriate benchmark f or the perf ormance of CMCT. Past perf ormance is not a guarantee of f uture results. The data used in this chart is deriv ed f rom SNL and f ilings with the U.S. Securities and Exchange Commission.

Cumulative Return from Change in NAV per Share2,3

Performance Since Launch of CMCT

Active and Strategic Portfolio Management to Maximize Returns to Stockholders

1. Total return includes changes in stock price or net asset v alue ("NAV") per share, as applicable, and includes all div idends declared and paid with respect to the Company 's publicly held Common Stock f rom March 31, 2014 to June 30, 2018.

2. See "Important Disclosures" starting on page 19, and, in particular, "Net Asset Value" with respect to the methodology of the calculation of NAV of CMCT.

3. "U.S. Of f ice REITs" ref lects the weighted av erage historical stock price and NAV perf ormance of the companies included in the SNL US REIT Of f ice Index as of June 30, 2018 based, f or all periods indicated, on the weights attributed to each such company by such index as of June 30, 2018. The SNL US REIT Of f ice Index is an index of certain publicly traded of f ice REITs in the United States. The characteristics of the portf olios of assets of such companies included in "U.S. Of f ice REITs" may dif f er significantly from the characteristics of CMCT's portf olio of assets. "U.S. Office REITs" may therefore not be an appropriate benchmark f or the perf ormance of CMCT. Past perf ormance is not a guarantee of f uture results. The data used in this chart is deriv ed f rom SNL and f ilings with the U.S. Securities and Exchange Commission.

Post-Potential Recap: Attractive, Flexible Capital Structure

Pro Forma Capital Structure (at fair value)¹

Prudent and Flexible Capital Structure Target Capital Structure

Real estate investments, fair value	\$ 591.9
Loans receivable, net2	15.8
Proceeds from new common shares acquired by certain CMCT
officers and directors	10.8
Other net assets (liabilities)3	(11.5)
Total net assets	\$ 607.0
Junior subordinated notes, at face value	\$ 27.1	4%
Preferred stock, at redemption value	283.0	47%
Common equity	296.9	49%
Total liabilities and equity	\$ 607.0	100%

1. As of June 30, 2018. Debt is taken at f ace v alue and excludes secured borrowings, SBA 7(a) loan-backed notes, def erred f inancing costs on our debt, and premiums and discounts on our debt; pref erred stock is taken at redemption v alue; and common equity is reduced by the dif f erence between the f ace v alue and the carry ing v alue of our debt , def erred f inancing costs on our debt, and the dif f erence between the redemption v alue and carry ing v alue of pref erred stock. See "Important Disclosures" starting on page 19 and, in particular, "CMCT Pro Forma Capital Structure and CMCT Pro Forma Portf olio."

2. Loans receiv able, net represents loans receiv able net of secured borrowings and SBA 7(a) loan-backed notes.

3. Other net assets (liabilities) represents total assets of CMCT net of other liabilities.

www.cimgroup.com | ©2018 CIM Group | TR AD E SEC R ET / C ON FID EN TIAL IN FOR M ATION www.cimgroup.com | ©2018 CIM Group | CMCT CIM Commercial Trust Corporation

Post-Potential Recap: Growth Focused in Gateway Markets

As of June 30, 2018

Growth Focused Portfolio

Sheraton Grand Hotel Parking Garage

& Retail

Office

		Rentable	Annualized Rent Per
Location	Sub-Market	Square Feet	Occupied SF1
San Francisco, CA
1130 Howard Street	South of Market	21,194	\$ 68.60
Los Angeles, CA
11620 Wilshire Boulevard	West Los Angeles	194,659	40.33
4750 Wilshire Boulevard	Mid-Wilshire	143,361	26.84
11600 Wilshire Boulevard	West Los Angeles	55,919	52.85
9460 Wilshire Boulevard	Beverly Hills	93,339	93.31
Lindblade Media Center	West Los Angeles	32,428	43.85
Austin, TX
3601 S Congress Avenue	South	183,885	34.69
Total Office Portfolio		724,785	\$ 44.79
Hotel & Parking
Location	Sub-Market	Rooms	RevPAR2
Sacramento, CA

Sheraton Grand Hotel Downtown/Midtown 503 \$ 141.10

Attractive Potential Development Pipeline

Development

		Potential
		Rentable
Location	Sub-Market	Square Feet	Product
Oakland, CA
2 Kaiser Plaza	Lake Merritt	425,000- 800,000	Office
Washington, DC
901 N Capitol Street	Capitol Hill	270,000 / TBD	Office/Multifamily
Austin, TX
3601 S Congress Avenue	South	42,000	Office
Sacramento, CA
Sheraton Grand Hotel Parking Garage & Retail	Downtown/Midtown	N/A	Hotel

1. Represents gross monthly base rent, as of June 30, 2018, multiplied by twelv e. The amount ref lects total cash rent bef ore abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent f or certain of f ice properties includes rent attributable to retail.

2. Represents trailing 6-month Rev PAR as of June 30, 2018, calculated by div iding the amount of room rev enue by the number of av ailable rooms.

Downtown/Midtown - -

Urban Real Assets Infrastructure & Real Estate Stabilized Equity Opportunistic Equity Debt Value-add Equity CIM Commercial Trust Publicly Listed REIT NASDAQ: CMCT | TASE: CMCT Predecessor formed in 2005 Net-lease Debt National Credit Real Estate Community Focused Strategies

Broaden CMCT's Participation in CIM's Platform

CIM is a community-focused real estate and infrastructure owner, operator and lender. By utilizing their in-house expertise, we create value in our assets, which benefit our investors, and ultimately benefit the community.

Established	Established in 1994 as an integrated owner and operator of real assets
Strategies	Community-focused urban real assets (real estate and infrastructure) in communities qualified by CIM and national credit (net-lease and debt) platforms
Vertically-Integrated	Multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing and asset management capabilities
Organization	875+ employees (15 principals including all of its founders, 490+ professionals)1
Office Locations	Headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; and Phoenix, Arizona
Partners & Co-Investors	Diversified institutional relationships with approximately half committing to multiple CIM products, along with an expansive retail base with more than 89,000 individual shareholders1
Assets Owned and Operated	\$29.1 billion2

1. As of July 2018.

2. As of June 30, 2018. See "Important Disclosures", in particular, the section "Assets Owned and Operated" f or additional details.

www.cimgroup.com | ©2018 CIM Group | TR AD E SEC R ET / C ON FID EN TIAL IN FOR M ATION www.cimgroup.com | ©2018 CIM Group | CMCT CIM Commercial Trust Corporation

Appendix

Recent CMCT Transactions

The examples below hav e been selected to generally illustrate CIM's philosophy and may not be representativ e of f uture acquisitions.

9460 Wilshire Boulevard 1130 Howard Street

	Location	Beverly Hills, CA
	Acquisition Date	January 2018
	Key Attributes	» High profile location in Beverly Hills at the corner of Wilshire Boulevard and Beverly Drive » Adjacent to the Four Seasons Beverly Wilshire Hotel and Rodeo Drive » Strong grow th opportunity as below market rents roll to market
1.	As of June 30, 2018.

Location	SoMa District of San Francisco, CA
Acquisition Date	December 2017
Key Attributes	» Located in a vibrant neighborhood that CIM believes is the preferred location for many technology firms in the city » 100% leased w ith w eighted average term of ~6 years1 » Former concrete w arehouse extensively renovated in 2016-17

Series L Preferred Shareholders' Exchange Offer

• 1 – Continue holding Series L shares
  • Target capital structure designed to include very low level of long term debt senior to the preferred stock²
  • Increased public float following the potential liquidation of CIM REIT would enhance the trading liquidity of CMCT, which will be beneficial to the holder of the Series L in the event the redemption price is paid in common shares
• 2 – Exchange any or all shares of Series L at an amount per share equal to the Stated Value of \$28.37 plus accrued and unpaid distributions for CMCT Common Stock at the same price per share at which certain directors and officers reinvest into the Company following the potential return of capital.
  • Provides existing stockholders with the ability to participate in the enhanced growth profile of the company alongside and on the same terms as the officers and directors of CMCT
  • Increased public float from the issuance of Common Stock should further enhance the trading liquidity of CMCT

3 – Exchange any or all shares of Series L for new Series M Preferred Stock containing an early cash redemption option

• Distributions would accrue at 5.5% per annum of the Series M Stated Value of \$28.37, less a 4.5% reduction from the first dividend payable following the exchange to reflect the earlier redemption option
• CMCT would have the immediate and ongoing option, and Series M holders would have the option commencing 2 years after the issuance, to redeem the shares in cash at a price equivalent to 96.25% of the Series M Stated Value, which reflects the stockholders basis on issuance, adjusted for currency translation (after commitment fee and original issuance discount)

^1. Exchange of f er would be subject to v arious conditions as described in the Registration Statement.

^2. No assurance can be made that CMCT will not incur debt hav ing rights senior to our pref erred stock in the f uture.

Assets Targeted For Sale

As of June 30, 2018

		Rentable Square Feet	Annualized Rent Per Occupied SF1
Location Northern California	Sub-M arket
Oakland, CA
1 Kaiser Plaza	Lake Merritt	534,423	\$ 41.07
2101 Webster Street	Lake Merritt	471,337	41.04
1901 Harrison Street	Lake Merritt	280,610	45.18
1333 Broadw ay	City Center	251,155	41.08
2100 Franklin Street	Lake Merritt	216,828	41.45
2353 Webster Street Parking Garage	Lake Merritt	-	-
Total Oakland, CA		1,754,353	41.69
San Francisco, CA
260 Tow nsend Street	South of Market	66,682	73.51
Total San Francisco, CA		66,682	73.51
Total Northern California		1,821,035	\$ 42.93
East
Washington, DC
999 N Capitol Street	Capitol Hill	315,983	\$ 46.66
899 N Capitol Street	Capitol Hill	314,667	52.84
830 1st Street	Capitol Hill	247,337	43.60
Total Washington, DC		877,987	47.78
Total East		877,987	\$ 47.78
Total Portfolio		2,699,022	\$ 44.47

1. Represents gross monthly base rent, as of June 30, 2018, multiplied by twelv e. The amount ref lects total cash rent bef ore abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent f or certain of f ice properties includes rent attributable to retail.

Estimated Net Asset Value & NOI Forecast Reconciliation

(\$ in thousands, except for shares and per share amounts) (Unaudited)
Estimated NAV		Estimated NAV per Share of Common Stock Outstanding
Investments in real estate - at fair value	\$1,820,807
Loans receivable - at fair value	73,409
Debt 2	-645,653
Cash and other assets
net of other liabilities	73,171
Noncontrolling interests	-1,026
Redeemable Series A Preferred Stock	-49,059
Redeemable Series L Preferred Stock	-207,845
Estimated NAV available
to Common Stockholders	\$1,063,804	\$24.29
Less adjustments 3	-58,027
Estimated NAV available to Common
Stockholders after adjustments	\$1,005,777	\$22.97
Shares of Common Stock outstanding	43,795,073

Estimated Net Asset Value¹ Twelve Months Ended December 31, 2018 (Forecast)

	FY
(in thousands) (Unaudited)	2018
Cash NOI from Properties Targeted for Sale	\$ 64,919
Cash NOI from Remaining Properties	34,619
Properties' Cash NOI	99,538
Non-Cash Adjustments	4,641
Properties' Segment NOI	104,179
Lending Segment NOI	4,148
Segment NOI	108,327
Asset Management and Other Fees to Related Parties	(22,328)
Interest Expense	(27,856)
General and Administrative	(5,550)
Transaction Costs	(344)
Depreciation and Amortization	(49,704)
Income Before Provision for Income Taxes	2,546
Provision for Income Taxes	(718)
Net Income	1,828
Net Income Attributable to Non-Controlling Interests	(40)
Net Income Attributable to the Company	1,788
Series A and L Preferred Dividends4	(15,400)
Net Income (Loss) Attributable to Common Stockholders	\$ (13,613)

1. As of June 30, 2018. See "Net Asset Value" under "Important Disclosures" on page 19."

2. Excludes secured borrowings on gov ernment guaranteed loans, which are included with cash and other assets net of other liabilities.

3. Represents transaction costs expected to be incurred in connection with the potential recapitalization plan and other matters described herein, and the dif f erence between the f ace v alue and the carry ing v alue of CMCT's debt and the dif f erence between the redemption v alue and carry ing v alue of CMCT's redeemable pref erred stock. See "Important Disclosures" starting on page 19 and, in particular, "CMCT Pro Forma Capital Structure and CMCT Pro Forma Portf olio."

4. Assumes ~307,000 shares of Series A Pref erred Stock issued in Q3'18 and no shares issued in Q4'18.

Important Disclosures

Assets Owned and Operated

Assets Owned andOperated(AOO) represents the aggregate assetsowned and operated by CIM on behalf of partners (including w here CIMcontributes alongside for its ow n account)and co-investors, whether or not CIM has discretion, in each case w ithout duplication. AOO includes total gross assets at fair value, w ith real assets presented on the basis described in the Book Value disclosure and operating companies presented at gross assets less debt, as of June 30, 2018 (the "Report Date") (including the shares of such assets owned by joint venture partners and co-investments), plus binding unfunded commitments. The only investment currently held by CIM REIT consists of shares of CMCT Common Stock; the Book Value of CIM REIT is determined by assuming the underlying assets of CMCT are liquidated based upon the third-party appraised value, w hich represents the assets' third-party appraised value as of December 31, 2017 plus capital expenditures though June 30, 2018. CIM does not view the market price of CMCT's publicly-traded Common Stock to be a meaningful indication of the fair value of CIM REIT's interest in CMCT due to the fact that the publicly-traded shares of CMCT represent less than 5% of the outstanding shares of CMCT and are thinly-traded. AOO also includes the \$0.3 billion of AOOattributable to CIM Compass Latin America (CCLA), w hich is 50% ow ned and jointly operated by CIM. AOOfor CMMT Partners, L.P. (w hich represents assets under management), a perpetual-life real estate debt fund, is \$0.5 billion as of the Report Date.

Book Value for each investment generally represents the investment's book value as reflected in the applicable fund's unaudited financial statements as of the Report Date prepared in accordance with U.S. generally accepted accounting principles on a fair value basis. These book values generally represent the asset's third-party appraised value as of the Report Date, but in the case of CIM's Cole Net-Lease Asset strategy, book values generally represent undepreciated cost (as reflected in SEC-filed financial statements).

Net AssetValue (NAV) represents the distributable amount based on a "hypothetical liquidation" assuming that on the date of determination that: (i) investments are sold at their BookValues; (ii) debts are paid and other assets are collected; and (iii) appropriate adjustments and/or allocations betw een equity partners are made in accordance with applicable documents, as determined in accordance w ith applicable accounting guidance.

Any estimated NAV contained herein shall not be treated as the "Applicable NAV" for purposes of CMCT's Series A Preferred Stock offering. Neither the Financial Industry Regulatory Authority nor the Securities and Exchange Commission provides rules on the methodology w e must use to determine our estimated NAV per share. The determination of estimated NAV involves a number of subjective assumptions, estimates and judgments that may not be accurate or complete. We believe there is no established practice among public REITs for calculating estimated NAV. Different firms using different property-specific, general real estate, capital markets, economic and other assumptions, estimates and judgments could derive an estimated NAV that is significantly different from our estimated NAV. Thus, other public REITs' methodologies used to calculate estimated NAV may differ materially from ours. Additionally, the estimated NAV does not give effect to changes in value, investment activities, capital activities, indebtedness levels, and other various activities occurring after June 30, 2018 that w ould have an impact on our estimated NAV.

The estimated NAV per share of Common Stock of \$22.97 w as calculated by reducing the estimated NAV per share of Common Stock, as of June 30, 2018, of \$24.29, by transaction costs expected to be incurred in connection w ith the potential recapitalization, the Exchange Offer, and the difference betw een the face value and the carrying value of our debt and the redemption value and carrying value of our redeemable preferred stock. The estimated NAV per share of Common Stock, as of June 30, 2018, of \$24.29, w as calculated relying in part on appraisals of our real estate assets and the assets of our lending segment. The table "Estimated Net Asset Value" on page 18 sets forth the material items included in the calculation of our estimated NAV. We engaged various third party appraisal firms to perform appraisals of our real estate assets and the assets of our lending segment as of December 31, 2017. Except for one office property acquired in December 2017 and one office property acquired in January 2018, w hich w ere based on the purchase price (including transaction costs that w ere capitalized and assumption of liabilities) negotiated w ith the unrelated thirdparty sellers, the fair values of our investments in real estate w ere based on appraisals obtained as of December 31, 2017, plus capex additions, at cost, incurred thereafter. The December 31, 2017 appraisals w ere performed in accordance w ith standards set forth by the American Institute of Certified Public Accountants. Each of our appraisals w ere prepared by personnel w ho are subject to and in compliance w ith the code of professional ethics and the standards of professional conduct set forth by the certification programs of the professional appraisal organizations of w hich they are members. The fair values of the assets of our lending segment w ere based on an appraisal obtained as of December 31, 2017 plus loan activity at cost incurred thereafter.

Net Asset Value

CMCT Pro Forma Capital Structure and CMCT Pro Forma Portfolio

» The f ollowing assumptions were used:

Targeted Sales of Properties. CMCT is activ ely exploring the potential sale (the "Potential Sale") of a portf olio of properties, including f iv e of f ice properties and a parking garage in Oakland, Calif ornia, three of f ice properties in Washington, D.C., and one of f ice property in San Francisco, Calif ornia In connection with the Potential Sale, the assets and liabilities associated with the Potential Sale, with the exception of property -lev el cash, which is assumed to be retained by CMCT, and property lev el restricted cash, which is assumed to be conv erted to unrestricted cash upon sale and retained by CMCT, were eliminated. These adjustments also include the net cash proceeds assumed to be receiv ed upon the closing of the Potential Sale. The net cash proceeds assumed to be receiv ed upon the closing of the properties to potentially be sold, as determined by third-party appraisal f irms as of December 31, 2017, and deducting (1) any related mortgage debt on the properties (assumed to be assumed by the respectiv e buy er(s)), (2) costs, based on the applicable loan agreements, that would be incurred to transf er the related mortgage debt to the buy ers, and (3) estimated selling expenses, which were estimated based on expected broker f ees, transf er taxes applicable to the location of the properties, and expenses expected to be incurred in connection with the Potential Sale. As no letters of intent or purchase and sale agreements hav e been executed, actual proceeds could dif f er materially f rom those ref lected herein.

Potential Repayment of Certain Indebtedness. If the Potential Sale occurs, CMCT intends to use a portion of the net proceeds f rom the Potential Sale to repay any balances then outstanding on its unsecured term loan f acility (the "Potential Repay ment of Unsecured Term Loan Facility "). If the Potential Repay ment of Unsecured Term Loan Facility occurs, CMCT will terminate three interest rate swaps that ef f ectiv ely convert the f loating rate on its unsecured term loan f acility to a f ixed rate. In connection with the Potential Repay ment of Unsecured Term Loan Facility , the outstanding balance on its unsecured term loan f acility , the related def erred f inancing costs and related accumulated amortization, and the interest rate swaps were eliminated, and cash receiv ed in connection with the Potential Sale was reduced by the cash used in connection with the Potential Repay ment of Unsecured Term Loan Facility , less cash assumed to be receiv ed in connection with the termination of the interest rate swaps.

Return of Capital to Holders of Common Stock. The net proceeds f rom the Potential Sale remaining f ollowing the Potential Repay ment of Unsecured Term Loan Facility , as well as a portion of CMCT's unrestricted cash balances, would be used to return capital to holders of CMCT Common Stock (the "Potential Return of Capital Ev ent") at prices approximating the NAV per share of Common Stock in one or more transactions, which may take the f orm of a special div idend, priv ate repurchase or tender of f er. The estimated number of shares to be

repurchased, canceled and retired of 31,345,233 was determined by assuming proceeds f rom the Potential Return of Capital Ev ent of \$720,000,000 div ided by an estimated NAV per share of CMCT's Common Stock of \$22.97 (the "June 30, 2018 Purchase Price"), which was calculated by reducing the estimated NAV per share of CMCT Common Stock, as of June 30, 2018, of \$24.29 by transaction costs expected to be incurred in connection with the Potential Sale as described abov e, the Potential Return of Capital Ev ent, an exchange of f er (the "Exchange Of f er") inv olv ing shares of CMCT's Series L Pref erred Stock f or shares of either CMCT's Common Stock or newly issued series of CMCT's Pref erred Stock, and the dif f erence between the f ace v alue and the carry ing v alue of CMCT's debt and the dif f erence between the redemption v alue and f ace v alue of CMCT's redeemable pref erred stock. Estimated f ees and expenses associated with the Potential Return of Capital Ev ent were based on the actual f ees and expenses incurred in similar transactions prev iously consummated by CMCT. To the extent the actual sales proceeds f rom the Potential Sale dif f er f rom the estimated sales proceeds used, or the size of the Potential Return of Capital Ev ent dif f ers from that used herein, the magnitude of any Potential Return of Capital Ev ent and the number of shares bought back may dif f er materially f rom the assumptions used herein.

Sale of Common Stock. Certain directors and of f icers of CMCT hav e inf ormed CMCT that they intend to reinv est their pro rata share of all net proceeds receiv ed by CIM Group and its af f iliated entities in connection with the Potential Return of Capital Ev ent into newly issued shares of CMCT Common Stock (the "Potential CIM Inv estment"). The amount of such potential purchase will primarily depend on the actual size of the Potential Return of Capital Ev ent described abov e. The purchase price of each share of Common Stock is assumed to be the June 30, 2018 Purchase Price, as described abov e.

CIM REIT Liquidation. CIM REIT benef icially owns approximately 95% of CMCT's outstanding Common Stock. If the Potential Sale and Potential Return of Capital Ev ent occur, CIM Group intends to liquidate CIM REIT by distributing to its members, consisting of 27 institutional inv estors, all remaining shares of CMCT Common Stock then held by CIM REIT.

» Following the transactions described abov e, CMCT intends to commence the Exchange Of f er. CMCT Pro Forma Capital Structure does not ref lect the impact of the Exchange Of f er, except f or a reduction in cash f or certain estimated transaction costs we expect to incur in connection with the Exchange Of f er.

Important Disclosures

• Sale of Common Stock. Certain directors and of f icers of CMCT hav e inf ormed CMCT that they intend to reinv est their pro rata share of all net proceeds receiv ed by CIM Group and its af f iliated entities in connection with the Potential Return of Capital Ev ent into newly issued shares of CMCT Common Stock (the "Potential CIM Inv estment"). The amount of such potential purchase will primarily depend on the actual size of the Potential Return of Capital Ev ent described abov e. The purchase price of each share of Common Stock is assumed to be the June 30, 2018 Purchase Price, as described abov e.
• CIM REIT Liquidation. CIM REIT benef icially owns approximately 95% of CMCT's outstanding Common Stock. If the Potential Sale and Potential Return of Capital Ev ent occur, CIM Group intends to liquidate CIM REIT by distributing to its members, consisting of 27 institutional inv estors, all remaining shares of CMCT Common Stock then held by CIM REIT.
• » Following the transactions described abov e, CMCT intends to commence the Exchange Of f er. CMCT Pro Forma Capital Structure does not ref lect the impact of the Exchange Of f er, except f or a reduction in cash f or certain estimated transaction costs we expect to incur in connection with the Exchange Of f er.