AMERICAN REALTY CAPITAL TRUST, INC. 150,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • November 20th, 2007 • American Realty Capital Trust, Inc. • Real estate • 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 Realty Capital Securities, LLC, a Delaware limited liability company (the “Advisor”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Articles.
FORM OF MANAGEMENT AGREEMENTManagement Agreement • November 20th, 2007 • American Realty Capital Trust, Inc. • Real estate • Pennsylvania
This management agreement (this “Management Agreement”) is made and entered into as of the ___ day of ____________, 2008, by and 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 together with the Company, the “Owner”), and AMERICAN REALTY CAPITAL PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
Exhibit A SOLICITING DEALERS AGREEMENT AMERICAN REALTY CAPITAL TRUST, INC.Soliciting Dealers Agreement • November 20th, 2007 • American Realty Capital Trust, Inc. • Real estate
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.
SUBSCRIPTION ESCROW AGREEMENT DRAFT 11/6/07Subscription Escrow Agreement • November 20th, 2007 • American Realty Capital Trust, Inc. • Real estate • New York
AGREEMENT, dated as of ______ 200_, (the “Agreement”) by and among American Realty Capital Trust, Inc., a Maryland corporation (the “Company”) and Boston Private Bank & Trust Company, as escrow agent (the “Escrow Agent”).
