0001144204-10-011549 Sample Contracts

AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P.
Exchange Rights Agreement • March 4th, 2010 • American Realty Capital New York Recovery Reit Inc • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P. (this “Agreement”), dated as of , 2010, is entered into by and among AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC., a Maryland corporation, as general partner (the “General Partner”), and NEW YORK RECOVERY ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

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FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC., NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., AND NEW YORK RECOVERY ADVISORS, LLC
Advisory Agreement • March 4th, 2010 • American Realty Capital New York Recovery Reit Inc • Real estate investment trusts • New York

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of , 2010 is entered into among American Realty Capital New York Recovery REIT, Inc., a Maryland corporation (the “Company”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and New York Recovery Advisors, LLC, a Delaware limited liability company.

MANAGEMENT AGREEMENT
Management Agreement • March 4th, 2010 • American Realty Capital New York Recovery Reit Inc • Real estate investment trusts • New York

This management agreement (this “Management Agreement”) is made and entered into as of the day of February, 2010, by and among AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC., a Maryland corporation (the “Company”), NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and NEW YORK RECOVERY PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).

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