AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P.Exchange Rights Agreement • September 10th, 2007 • American Realty Capital Trust, Inc. • Delaware
AMERICAN REALTY CAPITAL TRUST, INC. 150,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • September 10th, 2007 • American Realty Capital Trust, Inc. • Pennsylvania
American Realty Capital Trust, Inc. (the “Company”), a Maryland corporation, intends to qualify as a real estate investment trust (a “REIT”) under federal income tax laws. The Company was formed on _______, 2007, and is governed by the By-Laws (the “By-Laws”) and the Articles of Incorporation, (the “Articles”) in the form included as Exhibits to the Registration Statement, as described in Section 1(a) hereof (such By-Laws and Articles being hereinafter referred to as the “Organizational Documents”). The advisor to the Company is Lightstone Value Plus REIT LLC, a Delaware limited liability company (the “Advisor”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Articles.
Exhibit A SOLICITING DEALERS AGREEMENT AMERICAN REALTY CAPITAL TRUST, INC.Soliciting Dealers Agreement • September 10th, 2007 • American Realty Capital Trust, Inc. • Pennsylvania
We have entered into an agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with American Realty Capital Trust, Inc., a Maryland corporation (the “Company”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of Common Stock (the “Shares”) in the Company. The Company is offering to the public an aggregate maximum of up to 150,000,000 Shares at a price of $10 per Share on a “best efforts” basis, and up to 25,000,000 Shares issued pursuant to the Distribution Reinvestment Program at a price of $9.50 per Share (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement.
FORM OF ADVISORY AGREEMENT AMONG AMERICAN REALTY CAPITAL TRUST, INC., AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P. and AMERICAN REALTY CAPITAL ADVISORS, LLCAdvisory Agreement • September 10th, 2007 • American Realty Capital Trust, Inc. • Pennsylvania
This Advisory Agreement (this “Agreement”) dated as of _______, 2008 is among American Realty Capital Trust, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership, L.P., a Delaware limited partnership (the “OP”), and American Realty Capital Advisors, LLC, a Delaware limited liability company (the “Advisor”). The Company and the OP are sometimes referred to herein collectively as the “Advisees” and each individually as an “Advisee.”
