Common use of Profits Interests Clause in Contracts

Profits Interests. (a) Class M Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M Unit issued by the Partnership upon receipt by such holder of Class M Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M Units in connection with the issuance of such Class M Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M Units’ Safe Harbor Interest, (B) that each holder of Class M Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M Units issued to a holder of such Class M Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M Units is not a taxable event with respect to the holders of Class M Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M Units from being a taxable event with respect to the holders of Class M Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 shall apply regardless of whether or not a holder of Class M Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M Units to any holder of Class M Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) A. Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii1(c)(i) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) B. The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) C. The Partners agree that if a Safe Harbor Election is made by the General Partner, (Ai) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (Bii) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (Ciii) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) D. Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (Ai) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (Bii) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (Ciii) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (Div) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) E. The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) F. The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (Ai) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (Bii) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (Ai) enable or preserve a Safe Harbor Election or (Bii) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) G. Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) H. No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) 10.2B. and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) I. The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) J. The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.515.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 15.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 15.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c)(iii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.512.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 12.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 12.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B A shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 shall apply regardless of whether or not a holder of Class M Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M Units to any holder of Class M Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c)(iii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may shall make a Safe Harbor Election (if and when the Safe Harbor Election becomes availableas provided in Section 10.05(e)), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.512.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 12.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 12.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.. AMERICAN REALTY CAPITAL TRUST V, INC. By: Name: Title: AMERICAN REALTY CAPITAL ADVISORS V, LLC By: American Realty Capital Trust V Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: Name: Title: AMERICAN REALTY CAPITAL TRUST VSPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: Name: Title: Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests American Realty Capital Trust V, Inc. General Partner Interest GP Units $ 200,000 8,888 [l] % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $ [l] [l] [l] % American Realty Capital Advisors V, LLC Limited Partner Interest OP Units $ 2,020 90 [l] % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest Class B Units None [l] [l] % American Realty Capital Trust V Special Limited Partner, LLC Special Limited None None Not applicable Not applicable 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC. By: Name: Title: AMERICAN REALTY CAPITAL HEALTHCARE II ADVISORS, LLC By: American Realty Capital Healthcare Trust II Special Limited Partnership, LLC, its Member By: American Realty Capital VII, LLC, its Managing Member By: Name: Title: AMERICAN REALTY CAPITAL HEALTHCARE TRUST II SPECIAL LIMITED PARTNERSHIP, LLC By: American Realty Capital VII, LLC, its Managing Member By: Name: Title: Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests American Realty Capital Healthcare Trust II, Inc. General Partner Interest GP Units $ 200,000 8,888 [·] % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $ [·] [·] [·] % American Realty Capital Healthcare II Advisors, LLC Limited Partner Interest OP Units $ 2,020 90 [·] % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest Class B Units None [·] [·] % American Realty Capital Healthcare II Special Limited Partnership, LLC None None Not applicable Not applicable 400 Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c)(i) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may shall make a Safe Harbor Election (if and when the Safe Harbor Election becomes availableas provided in Section 10.05(e)), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.512.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 12.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 12.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. GENERAL PARTNER: PXXXXXXX XXXXXX – ARC SHOPPING CENTER OP GP, LLC By: Pxxxxxxx Xxxxxx – ARC Shopping Center REIT Inc., its sole member By: /s/ R. Mxxx Addy_____________________ Name: R. Mxxx Xxxx Title: Chief Operating Officer PXXXXXXX XXXXXX – ARC SHOPPING CENTER REIT INC. By: /s/ R. Mxxx Addy_______________________ Name: R. Mxxx Xxxx Title: Chief Operating Officer NEW LIMITED PARTNER: AMERICAN REALTY CAPITAL II ADVISORS, LLC By: /s/ Wxxxxxx Kahane______________________ Name: Wxxxxxx Xxxxxx Title: President SPECIAL LIMITED PARTNER: PE – ARC SPECIAL LIMITED PARTNER LLC By: American Realty Capital II Advisors, LLC, its member By: /s/ Wxxxxxx Kahane_____________________ Name: Wxxxxxx Xxxxxx Title: President 81 By: Pxxxxxxx Xxxxxx NTR LLC, its member By: /s/ R. Mxxx Addy_____________________ Name: R. Mxxx Xxxx Title: President 83 Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer AMERICAN REALTY CAPITAL HEALTHCARE ADVISORS, LLC By: /s/ Xxxxxx X. D’Arcy Name: Xxxxxx X. D’Arcy Title: Chief Executive Officer AMERICAN REALTY CAPITAL HEALTHCARE TRUST SPECIAL LIMITED PARTNERSHIP, LLC By: American Realty Capital V, LLC, its Managing Member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Authorized Signatory Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL GLOBAL TRUST, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer and Chairman of the Board of Directors AMERICAN REALTY CAPITAL GLOBAL SPECIAL LIMITED PARTNERSHIP, LLC By: AR Capital Global Holdings, LLC, its Member By: AR Capital, LLC, its sole member By: /s/ Xxxxxxxx X. Xxxxxxxx \ Name: Xxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN REALTY CAPITAL GLOBAL SPECIAL LIMITED PARTNERSHIP, LLC By: AR Capital Global Holdings, LLC, its Member By: AR Capital, LLC, its sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: ____________________________ Name: Title: Dated: ____________ __, 20___ ______________________________ Dated: ____________ __, 20___ [Name of LP] By: ______________________________ Name: Title: American Realty Capital Global Trust, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 General Partnership Interest $ 200,000 22,222 100% American Realty Capital Global Special Limited Partnership, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partnership Interest None Not applicable Not applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.. LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC. By: Name: Title: LIGHTSTONE VALUE PLUST REIT III LLC By: Name: Title: LIGHTSTONE SLP III LLC By: Name: Title: Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests Lightstone Value Plus Real Estate Investment Trust III, Inc. [ADDRESS] General Partner Interest GP Units $[·] [·] [·]% Limited Partner Interest OP Units $[·] [·] [·]% Lightstone Value Plus REIT III LLC [ADDRESS] Limited Partner Interest OP Units $[·] [·] [·]% Lightstone SLP III LLC [ADDRESS] Subordinated Participation Interest None $[·] Not applicable [·]%

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c)(i) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may shall make a Safe Harbor Election (if and when the Safe Harbor Election becomes availableas provided in Section 10.05(e)), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.512.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 12.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 12.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B A shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-record- keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M Unit issued by the Partnership upon receipt by such holder of Class M Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M Units in connection with the issuance of such Class M Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M Units’ Safe Harbor Interest, (B) that each holder of Class M Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M Units issued to a holder of such Class M Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M Units is not a taxable event with respect to the holders of Class M Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M Units from being a taxable event with respect to the holders of Class M Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 shall apply regardless of whether or not a holder of Class M Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M Units to any holder of Class M Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC. By: Name: Title: Officer AMERICAN REALTY CAPITAL GLOBAL II SPECIAL LIMITED PARTNERSHIP, LLC By: AR Capital Global Holdings, LLC, its Member By: Name: Title: AMERICAN REALTY CAPITAL GLOBAL II SPECIAL LIMITED PARTNERSHIP, LLC By: AR Capital Global Holdings, LLC, its Member By: Name: Title: Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: American Realty Capital Global Trust II, Inc. 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 General Partnership Interest $ 200,000 22,222 100% American Realty Capital Global II Special Limited Partnership, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partnership Interest None Not applicable Not applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) a. Class M C Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B A shall be interpreted in a manner that is consistent therewith. (b) b. The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M C Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M C Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) c. The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M C Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M C Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M C Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M C Unit issued by the Partnership upon receipt by such holder of Class M C Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M C Units in connection with the issuance of such Class M C Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) d. Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M C Units’ Safe Harbor Interest, (B) that each holder of Class M C Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M C Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M C Units issued to a holder of such Class M C Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) e. The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M C Units’ Safe Harbor Interest. (f) f. The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M C Units is not a taxable event with respect to the holders of Class M C Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M C Units from being a taxable event with respect to the holders of Class M C Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) g. Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) h. No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.517.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 shall apply regardless of whether or not a holder of Class M Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M Units to any holder of Class M Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such 81 holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. PE GROCERY CENTER OP XX XX LLC By: Xxxxxxxx Xxxxxx Grocery Center REIT II, Inc., its sole member By: /s/ R. Xxxx Xxxx Name: R. Xxxx Xxxx Title: Co-President and Chief Operating Officer XXXXXXXX XXXXXX GROCERY CENTER REIT II, INC. By: /s/ R. Xxxx Xxxx Name: R. Xxxx Xxxx Title: Co-President and Chief Operating Officer AMERICAN REALTY CAPITAL PECO II ADVISORS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President XXXXXXXX XXXXXX NTR II LLC By: /s/ R. Xxxx Xxxx Name: R. Xxxx Xxxx Title: Co-President SPECIAL LIMITED PARTNER: PE – ARC SPECIAL LIMITED PARTNER II LLC By: Xxxxxxxx Xxxxxx NTR II LLC, its manager By: /s/ R. Xxxx Xxxx Name: R. Xxxx Xxxx Title: Co-President Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests Name and Address of Partner Type of Interest Type of Unit Capital Contribution Number of Partnership Units Percentage Interest PE Grocery Center OP XX XX LLC General Partner Interest GP Units $[l] [l] [l]% Xxxxxxxx Xxxxxx Grocery Center REIT II Inc. Limited Partner Interest OP Units $[l] [l] [l]% American Realty Capital PECO II Advisors, LLC 000 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units None None 0% Limited Partner Interest Class B Units None [l] [l]% Xxxxxxxx Xxxxxx NTR II LLC 00000 Xxxxxxxxx XxxxxXxxxxxxxxx, Xxxx 00000 Limited Partner Interest OP Units None None 0% Limited Partner Interest Class B Units None [l] [l]% PE –ARC Special Limited Partner II LLC Special Limited Partner Interest None None Not applicable Not applicable A-1 Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC By: American Realty Capital Retail Special Limited Partnership, LLC, its Member By: American Realty Capital IV, LLC, its Managing Member By: AR Capital, LLC, its Sole Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC By: American Realty Capital Retail Special Limited Partnership, LLC, its Member By: American Realty Capital IV, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: American Realty Capital – Retail Centers of America, Inc. 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 General Partner Interest $ 200,000 20,000 99 % American Realty Capital Retail Advisor, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest $ 2,020 202 1 % American Realty Capital Retail Advisor, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None Not applicable Not applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that (A) if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC. By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC By: American Realty Capital Retail Special Limited Partnership, LLC, its Member By: American Realty Capital IV, LLC, its Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Authorized Signatory LINCOLN RETAIL REIT SERVICES, LLC By: LRRS Manager LLC, its Managing Member By: /s/ Gxxxxxx X. Xxxxxxxxxxx Name: Gxxxxxx X. Xxxxxxxxxxx Title: Manager AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC By: American Realty Capital Retail Special Limited Partnership, LLC, its Member By: American Realty Capital IV, LLC, its Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Authorized Signatory American Realty Capital – Retail Centers of America, Inc. $ 200,000 8,888 0.0 % 405 Park Avenue New York, New York 10022 General Partnership Interest N/A 86,449,216 99.9 % American Realty Capital Retail Advisor, LLC $ 2,020 202 0.0 % 405 Park Avenue New York, New York 10022 Limited Partner Interest N/A 13,129 0.0 % Lincoln Retail REIT Services, LLC 2000 MxXxxxxx Avenue Suite 1000 Dallas, Texas 75201 Limited Partner Interest N/A 74,404 0.1 % American Realty Capital Retail Advisor, LLC 405 Park Avenue New York, New York 10022 Special Limited Partnership Interest None Not applicable Not applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer AMERICAN REALTY CAPITAL GLOBAL II ADVISORS, LLC By: American Realty Capital Global II Special Limited Partnership By: AR Capital Global Holdings, LLC, its Member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN REALTY CAPITAL GLOBAL II SPECIAL LIMITED PARTNERSHIP, LLC By: AR Capital Global Holdings, LLC, its Member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Manager Exhibit A Partners’ Contributions and Partnership Interests American Realty Capital Global Trust II, Inc. General Partnership Interest $200,000 8,888 100 % American Realty Capital Global II Advisors, LLC Limited Partnership Interest $2,020 90 100 % American Realty Capital Global II Special Limited Partnership, LLC Special Limited Partnership Interest None Not applicable Not applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that (A) if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC. By: /s/ Sxxxx X. Xxxxxx Name: Sxxxx X. Xxxxxx Title: Chief Executive Officer AMERICAN REALTY CAPITAL GLOBAL II ADVISORS, LLC By: American Realty Capital Global II Special Limited Partnership By: AR Capital Global Holdings, LLC, its Member By: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Manager AMERICAN REALTY CAPITAL GLOBAL II SPECIAL LIMITED PARTNERSHIP, LLC By: AR Capital Global Holdings, LLC, its Member By: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Manager Exhibit A Partners’ Contributions and Partnership Interests American Realty Capital Global Trust II, Inc. General Partnership Interest $ 200,000 8,888 100 % American Realty Capital Global II Advisors, LLC Limited Partnership Interest $ 2,020 90 100 % American Realty Capital Global II Special Limited Partnership, LLC Special Limited Partnership Interest None Not applicable Not applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL TRUST V, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President AMERICAN REALTY CAPITAL ADVISORS V, LLC By: American Realty Capital Trust V Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN REALTY CAPITAL TRUST VSPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: American Realty Capital Trust V, Inc. General Partner Interest GP Units $200,000 8,888 [l]% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $[l] [l] [l]% American Realty Capital Advisors V, LLC Limited Partner Interest OP Units $2,020 90 [l]% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest Class B Units None [l] [l]% American Realty Capital Trust V Special Limited Partner, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c)(iii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.515.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 15.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 15.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL TRUST IV, INC. By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer AMERICAN REALTY CAPITAL ADVISORS IV, LLC By: American Realty Capital Trust IV Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Authorized Signatory AMERICAN REALTY CAPITAL TRUST IV SPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Authorized Signatory Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: American Realty Capital Trust IV, Inc. General Partner Interest GP Units $ 200,000 8,888 [l ]% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $ [l ] [l ] [l ]% American Realty Capital Advisors IV, LLC Limited Partner Interest OP Units $ 2,000 88 [l ]% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest Class B Units None [l ] [l ]% American Realty Capital Trust IV Special Limited Partner, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(iiSection 5.01(c)(iii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M Units’ Safe Harbor Interest.General (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d10.05(e) and this Section 15.512.05, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 12.05 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. . (j) The General Partner may amend this Section 15.5 12.05 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) A. Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) B. The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) C. The Partners agree that if a Safe Harbor Election is made by the General Partner, (Ai) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (Bii) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (Ciii) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) D. Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (Ai) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (Bii) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (Ciii) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (Div) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) E. The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) F. The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (Ai) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (Bii) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (Ai) enable or preserve a Safe Harbor Election or (Bii) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) G. Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) H. No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) 10.2B. and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) I. The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) J. The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that (A) if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. By: /s/ Xxxxxx D’Arcy Xxxxxx D’Arcy Chief Executive Officer AMERICAN REALTY CAPITAL HEALTHCARE III ADVISORS, LLC By: American Realty Capital Healthcare III Special Limited Partnership, LLC, its Member By: American Realty Capital VII, LLC, its Managing Member By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Manager AMERICAN REALTY CAPITAL HEALTHCARE III SPECIAL LIMITED PARTNERSHIP, LLC By: American Realty Capital VII, LLC, its Managing Member By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Manager Exhibit A Partners’ Contributions and Partnership Interests Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) a. Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B A shall be interpreted in a manner that is consistent therewith. (b) b. The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) c. The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) d. Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) e. The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) f. The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) g. Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) h. No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) i. The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) j. The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. By: Xxxxxxxx Xxxxxx – ARC Grocery Center REIT II, Inc., its sole member By: /s/ R. Xxxx Xxxx Name: R. Xxxx Xxxx Title: Co-President and Chief Operating Officer XXXXXXXX XXXXXX – ARC GROCERY CENTER REIT II, INC. By: /s/ R. Xxxx Xxxx Name: R. Xxxx Xxxx Title: Co-President and Chief Operating Officer PE – ARC SPECIAL LIMITED PARTNER II LLC By: American Realty Capital PECO II Advisors, LLC, its member /s/ Xxxxxx X. Xxxx, Xx. Name: Xxxxxx X. Xxxx, Xx. Title: President By: Xxxxxxxx Xxxxxx NTR II LLC, its member /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Co-President Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests PE-ARC Grocery Center OP XX XX LLC General Partner Interest GP Units $[l] [l] [l]% Xxxxxxxx Xxxxxx – ARC Grocery Center REIT II Inc. Limited Partner Interest OP Units $[l] [l] [l]% PE –ARC Special Limited Partner II LLC Special Limited Partner Interest None None Not applicable Not applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. PXXXXXXX XXXXXX – ARC GROCERY CENTER OP GX XX, LLC By: Pxxxxxxx Xxxxxx – ARC Grocery Center REIT II Inc., its sole member By: Name: R. Mxxx Xxxx Title: Co-President and Chief Operating Officer PXXXXXXX XXXXXX – ARC GROCERY CENTER REIT II INC. By: Name: R. Mxxx Xxxx Title: Co-President and Chief Operating Officer PE – ARC SPECIAL LIMITED PARTNER II LLC By: American Realty Capital PECO II Advisors, LLC, its member By: Name: Wxxxxxx Xxxxxx Title: President By: Pxxxxxxx Xxxxxx NTR LLC, its member By: Name: R. Mxxx Xxxx Title: Co-President Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests Name and Address of Partner Type of Interest Type of Unit Capital Contribution Number of Partnership Units Percentage Interest Pxxxxxxx Xxxxxx Grocery Center OP GX XX LLC General Partner Interest GP Units $ [l] [l] [l] % Pxxxxxxx Xxxxxx – ARC Grocery Center REIT II Inc. Limited Partner Interest OP Units $ [l] [l] [l] % PE –ARC Special Limited Partner II LLC Special Limited Partner Interest None None Not applicable Not applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B A shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M Unit issued by the Partnership upon receipt by such holder of Class M Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M Units in connection with the issuance of such Class M Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M Units’ Safe Harbor Interest, (B) that each holder of Class M Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M Units issued to a holder of such Class M Units, either at the time of grant of the Class M Units or at the time the Class M Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M Units is not a taxable event with respect to the holders of Class M Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M Units from being a taxable event with respect to the holders of Class M Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 shall apply regardless of whether or not a holder of Class M Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M Units to any holder of Class M Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that (A) if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Executive Officer AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC By: American Realty Capital Retail II Special Limited Partnership, LLC, its Member By: American Realty Capital IV, LLC, its Member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN REALTY CAPITAL RETAIL II SPECIAL LIMITED PARTNERSHIP, LLC By: American Realty Capital IV, LLC, its Member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Manager American Realty Capital – Retail Centers of America II, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 General Partnership Interest $ 200,000 8,888 99 % American Realty Capital Retail II Advisors, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partnership Interest $ 2,020 90 1 % American Realty Capital Retail II Special Limited Partnership, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partnership Interest None Not applicable Not applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Profits Interests. (a) Class M B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M B Unit issued by the Partnership upon receipt by such holder of Class M B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M B Units in connection with the issuance of such Class M B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class M B Units’ Safe Harbor Interest, (B) that each holder of Class M B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class M B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class M B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class M B Units issued to a holder of such Class M B Units, either at the time of grant of the Class M B Units or at the time the Class M B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class M B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class M B Units is not a taxable event with respect to the holders of Class M B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class M B Units from being a taxable event with respect to the holders of Class M B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 15.516.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 15.5 16.5 shall apply regardless of whether or not a holder of Class M B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 15.5 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class M B Units to any holder of Class M B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC. By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxx Title: Chief Executive Officer LIGHTSTONE VALUE PLUST REIT III LLC By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxx Title: Manager LIGHTSTONE SLP III LLC By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Exhibit A Partners’ Contributions and Partnership Interests Lightstone Value Plus Real Estate Investment Trust III, Inc. 0000 Xxxxx Xxxxxx Xxx., Xxxxx 0, Xxxxxxxx, XX 00000 General Partner Interest GP Units $200,000 20,000 99% Lightstone Value Plus REIT III LLC 0000 Xxxxx Xxxxxx Xxx., Xxxxx 0, Xxxxxxxx, XX 00000 Limited Partner Interest OP Units $2,000 200 1% Lightstone SLP III LLC 0000 Xxxxx Xxxxxx Xxx., Xxxxx 0, Xxxxxxxx, XX 00000 Subordinated Participation Interest None $– – 0%