AGREEMENT OF LIMITED PARTNERSHIP OF CORPORATE INCOME PROPERIES – ARC OPERATING PARTNERSHIP, L.P. Date as of October [●], 2010Corporate Income Properties - ARC, Inc. • October 12th, 2010 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CORPORATE INCOME PROPERTIES - ARC OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of ____________, 2010, is entered into among CORPORATE INCOME PROPERTIES – ARC, INC., a Maryland corporation, as general partner (the “General Partner”), and CORPORATE INCOME PROPERTIES – ARC SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner” and “Special Limited Partner”), and the Limited Partners party hereto from time to time.
ARC- NORTHCLIFFE INCOME PROPERTIES, INC. UP TO 60,000,000 SHARES OF COMMON STOCK FORM OF AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • December 22nd, 2010 • ARC - Northcliffe Income Properties, Inc. • Real estate investment trusts • New York
ARC-NORTHCLIFFE INCOME PROPERTIES, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • December 22nd, 2010 • ARC - Northcliffe Income Properties, Inc. • Real estate investment trusts
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2010 (the “Dealer Manager Agreement”), with ARC-Northcliffe Income Properties, Inc., a Maryland corporation (the “Company”) and American Realty Capital Income Properties Advisors, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of: (i) up to 50,000,000 shares of the Company’s common stock, $.01 par value per share (“Common Stock”) for a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares of Common Stock purchased) (the “Primary Shares”), and (ii) up to 10,000,000 shares of Common Stock for a purchase price of $9.50 per share (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (as defined below). Notwithstanding the foregoing, the Company has
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 22nd, 2010 • ARC - Northcliffe Income Properties, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of , 2010 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), ARC- Northcliffe Income Properties, Inc. (the “Company”) and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
Advisory Agreement between Corporate Income Properties - ARC, Inc., Corporate Income Properties – ARC Operating Partnership, LP and American Realty Capital Income Properties Advisors, LLC October 1, 2010Advisory Agreement • October 12th, 2010 • Corporate Income Properties - ARC, Inc. • New York
This Advisory Agreement, dated as of October 1, 2010 (this “Agreement”), is among Corporate Income Properties – ARC, Inc., a Maryland corporation (“CIP”), Corporate Income Properties – ARC Operating Partnership, LP (the “Partnership”) (CIP and the Partnership being hereinafter collectively called the “Company”), and American Realty Capital Income Properties Advisors, LLC, a Delaware limited liability company (the “Advisor”).
Sub-Advisory Agreement between American Realty Capital Income Properties Advisors, LLC and Northcliffe Sub-Advisor, LLC October 1, 2010Sub-Advisory Agreement • October 12th, 2010 • Corporate Income Properties - ARC, Inc. • New York
This Sub-Advisory Agreement, dated as of October 1, 2010 (the “Agreement”), is between, American Realty Capital Income Properties Advisors, LLC, a Delaware limited liability company (the “Advisor”) and Northcliffe Sub-Advisor, LLC, a Delaware limited liability company (the “Sub-Advisor”).
