Exhibit 99(a)(1)(ii)

LETTER OF TRANSMITTAL
to Tender Shares of Common Stock
of
 
Cole Credit Property Trust, Inc.
for
$7.25 Net Per Share in Cash
 
Pursuant to the Offer to Purchase Dated March 31, 2014
of
 
Desert Acquisition, Inc.
a wholly-owned subsidiary of
 
American Realty Capital Properties, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 25, 2014
(WHICH IS THE END OF THE DAY ON APRIL 25, 2014),
UNLESS THE OFFER IS EXTENDED.

Mail or deliver this Letter of Transmittal to:

DST Systems, Inc.

Permitted Methods of Delivery to the Depositary:

By Mail: DST Systems, Inc. P.O. Box 219312 Kansas City, MO 64121-7293	By Overnight Courier: DST Systems, Inc. 430 W. 7th Street Kansas City, MO 64105

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE IRS FORM W-9 SET FORTH BELOW, IF REQUIRED. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED⁽¹⁾

Name(s) and Address(es) of Registered Owner(s) (Please fill in exactly as name(s) appear(s) on Stock Ledger Maintained by CCPT’s Transfer Agent, DST Systems, Inc.)	Number of Shares Tendered

(1) Unless otherwise indicated, it will be assumed that all shares of CCPT common stock held by the Registered Owner(s) are being tendered.

This Letter of Transmittal is to be used to tender shares of common stock of Cole Credit Property Trust, Inc. (“CCPT”) in response to a solicitation of tenders by Desert Acquisition, Inc., a wholly-owned subsidiary of American Realty Capital Properties, Inc. It must be used to deliver shares of CCPT common stock by book-entry transfer from the stock ledger maintained by CCPT’s transfer agent, DST Systems, Inc. (the “Transfer Agent”), to the account maintained by the Depositary, DST Systems, Inc. (the “Depositary”), as described in the Offer to Purchase. See Instruction 2.

Ladies and Gentlemen:

The undersigned hereby tenders to Desert Acquisition, Inc., a Maryland corporation (“Merger Sub”), the shares of common stock, par value $0.01 per share, of Cole Credit Property Trust, Inc., a Maryland corporation (“CCPT”), listed above, in response to Merger Sub’s offer (the “Offer”) to purchase all outstanding shares of CCPT common stock at a price per share of $7.25, net to the sellers in cash, without any interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 31, 2014 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Purchase, contains the terms of the Offer).

Subject to, and effective upon, acceptance of the shares of CCPT common stock tendered herewith for payment in accordance with the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Merger Sub all right, title and interest in and to all the shares of CCPT common stock that are being tendered by this Letter of Transmittal and irrevocably constitutes and appoints DST Systems, Inc. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to those shares of CCPT common stock (and any such other shares or securities), with full power of substitution, (that power of attorney being an irrevocable power coupled with an interest) to (a) transfer ownership of the shares of CCPT common stock (and any such other shares or securities) on the stock ledger maintained by CCPT’s transfer agent, DST Systems, Inc. (the “Transfer Agent”), together in either case with all accompanying evidences of transfer and authenticity, to or upon the order of Merger Sub upon receipt by the Depositary, as the undersigned’s agent, of the purchase price (adjusted, if appropriate, as provided in the Offer to Purchase), (b) present those shares of CCPT common stock (and any such other shares or securities) for transfer on the books of CCPT and (c) otherwise exercise all rights of beneficial ownership of the shares of CCPT common stock (and any such other shares or securities), all in accordance with the terms of the Offer.

The undersigned irrevocably appoints Merger Sub, its officers and its designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney-in-fact and proxy or his or its substitute, in his or its sole discretion deems proper, and otherwise act (including acting by written consent without a meeting) with respect to, all the shares of CCPT common stock tendered by this Letter of Transmittal which have been accepted for payment by Merger Sub prior to the time of the vote or action (and any other shares or securities issued in respect of those shares after March 31, 2014). This proxy is irrevocable and is granted in consideration of, and is effective upon, the deposit by Merger Sub with the Depositary of the purchase price for the shares of CCPT common stock to which it relates, and acceptance of those shares for payment, in accordance with the Offer. That acceptance for payment will revoke all prior proxies granted by the undersigned with regard to those shares of CCPT common stock (and any such other shares or other securities) and the undersigned will not give any subsequent proxies with respect to those shares of CCPT common stock (or any such other shares or other securities).

The undersigned represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares of CCPT common stock tendered by this Letter of Transmittal (and any other shares or other securities issued in respect of those shares of CCPT common stock after March 31, 2014) and that, when those shares of CCPT common stock are accepted for payment by Merger Sub, Merger Sub will acquire good and unencumbered titled to such shares (and any such other shares or other securities), free and clear of all liens, restrictions, charges, encumbrances or adverse claims. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or Merger Sub to be necessary or desirable to complete the sale, assignment and transfer of the shares of CCPT common stock tendered by this Letter of Transmittal (and any such other shares or other securities) to Merger Sub.

The authority conferred in this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned, and any obligation of the undersigned under this Letter of Transmittal or otherwise resulting from the tender of the shares of CCPT common stock to which this Letter of Transmittal relates will be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. Except as stated in the Offer to Purchase, the tender made by this Letter of Transmittal is irrevocable.

The undersigned understands that tenders of shares of CCPT common stock pursuant to any one of the procedures described in the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and Merger Sub upon the terms and subject to the conditions of the Offer.

The name(s) of the registered holder(s) on this Letter of Transmittal must correspond exactly with the name(s) on the subscription agreement accepted by CCPT in connection with the purchase of the shares of common stock, unless such shares have been transferred by the registered holder(s), in which event the name(s) of the holder(s) on this Letter of Transmittal must correspond exactly with the name of the last transferee indicated on the stock ledger maintained in book-entry form by the Transfer Agent.

The undersigned recognizes that, under certain circumstances as set forth in the Offer to Purchase, Merger Sub may amend, extend or terminate the Offer or may not be required to purchase any of the shares of CCPT common stock tendered hereby. In any such event, the undersigned understands that any shares of CCPT common stock that are being tendered by this Letter of Transmittal and are not accepted for payment, if any, will continue to be registered in the name(s) of the undersigned and will not be tendered.

Unless otherwise indicated in the box below captioned “Special Payment Instructions,” please issue the check for the purchase price of the shares of CCPT common stock tendered by this Letter of Transmittal in the name of the undersigned. Similarly, unless otherwise indicated in the box below captioned “Special Delivery Instructions,” please mail the check for the purchase price to the undersigned at the address shown below the undersigned’s signature. If both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price in the name of, and deliver the check and confirmation of transfer of the shares of CCPT common stock at the Transfer Agent, to the person or persons indicated.

INSTRUCTIONS
  
Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal if this Letter of Transmittal is signed by the registered holder of the shares of CCPT common stock tendered by it unless the holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the reverse of this Letter of Transmittal. In all other cases, all signatures on this Letter of Transmittal must be medallion guaranteed by an eligible guarantor institution. See Instruction 3.

2. Delivery of Letter of Transmittal.  This Letter of Transmittal, properly completed and duly executed, together with any required signature guarantee and any other documents required by this Letter of Transmittal, must be received by the Depositary at its addresses set forth above at or prior to the Expiration Time (as defined in the Offer to Purchase). The purchase price will be paid and issued in exchange for the shares of CCPT common stock tendered and accepted for purchase by Merger Sub pursuant to the Offer to Purchase in all cases only after receipt by the Depositary of a properly completed and duly executed Letter of Transmittal.

The method of delivery of this Letter of Transmittal and all other required documents is at the option and risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their shares of CCPT common stock for payment.

3. Signatures on Letter of Transmittal.  If this Letter of Transmittal is signed by the registered holder(s) of the shares of CCPT common stock being tendered, the signature(s) must correspond exactly with the name(s) on the subscription agreement accepted by CCPT in connection with the purchase of the shares of common stock, unless such shares have been transferred by the registered holder(s), in which event this Letter of Transmittal must be signed in exactly the same form as the name of the last transferee indicated on the stock ledger maintained in book-entry form by DST Systems, Inc., CCPT’s transfer agent, without any alteration, enlargement or change whatsoever.

If any of the tendered shares of CCPT common stock are owned of record by two or more joint owners, all the owners must sign this Letter of Transmittal.

If tendered shares of CCPT common stock are registered in different names on the stock ledger maintained in book-entry form by the Transfer Agent, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registration names on the stock ledger of the Transfer Agent.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and submit evidence satisfactory to Merger Sub of the person’s authority so to act.

4. Stock Transfer Taxes.  Except as set forth in this Instruction 4, Merger Sub will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale to it of shares of CCPT common stock it purchases pursuant to the Offer. If payment of the purchase price is to be made to any person other than the registered holder, the amount of any stock transfer taxes payable on account of the transfer to another person (whether imposed on the registered holder or on the other person) will be deducted from the purchase price unless satisfactory evidence of the payment of, or an exemption from the need to pay, stock transfer taxes is submitted.

5. Special Payment and Delivery Instructions.  If a check is to be issued in the name of a person other than the signer of this Letter of Transmittal, or if a check is to be sent to someone other than the signer of this Letter of Transmittal or to an address other than the signer’s address shown above, the appropriate boxes on this Letter of Transmittal must be completed.

6. Requests for Assistance or Additional Copies.  Requests for assistance may be directed to, or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from, the Information Agent at its address set forth below or from your broker, dealer, commercial bank or trust company.

7. Waiver of Conditions.  The conditions to the Offer, other than the Minimum Tender Condition and the condition that CCPT’s counsel deliver the Offer REIT Opinion (as each are described in the Offer to Purchase), may be waived by Merger Sub, in whole or in part, at any time and from time to time in Merger Sub’s sole discretion, as to any shares of CCPT common stock which are tendered.

8. Backup Withholding.  A tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on the IRS Form W-9 which is provided below, and to certify that (i) the TIN provided on the IRS Form W-9 is correct (or that such stockholder is awaiting a TIN), (ii) the stockholder is not subject to backup withholding because (a) the stockholder is exempt from backup withholding, (b) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding, (iii) the stockholder is a U.S. person, and (iv) the FATCA code(s) entered on the IRS Form W-9 (if any) indicating that the stockholder is exempt from FATCA reporting is correct. Failure to provide the information on the Form W-9 may subject the tendering stockholder to 28% Federal income tax withholding from the payment of the purchase price. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 28% from all payments of the purchase price to be made after expiration of that 60 day period until a TIN is provided to the Depositary.

Important:  This Letter of Transmittal and all other required documents must be received by the Depositary at or prior to the Expiration Time.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

The Information Agent for the Offer is:

Cole Capital Corporation
2325 E. Camelback Road, Suite 1100
Phoenix, Arizona 85016
Stockholders, Banks and Brokers may call toll free: (866) 907-2653