AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. Date as of , 2010American Realty Capital - Retail Centers of America, Inc. • September 14th, 2010 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of , 2010, is entered into among AMERICAN REALTY CAPITAL— RETAIL CENTERS OF AMERICA, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL RETAIL ADVISOR, 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.
AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC. UP TO 35,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • September 14th, 2010 • American Realty Capital - Retail Centers of America, Inc. • New York
AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • September 14th, 2010 • American Realty Capital - Retail Centers of America, Inc.
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2010 (the “Dealer Manager Agreement”), with American Realty Capital – Retail Centers of America, Inc., a Maryland corporation (the “Company”) and American Realty Capital Retail Advisor, 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 35,000,000 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 1,000,000 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 Compan
FORM OF ADVISORY AGREEMENTForm of Advisory Agreement • September 14th, 2010 • American Realty Capital - Retail Centers of America, Inc. • New York
This ADVISORY AGREEMENT, dated as of _________, 2010 (this “Agreement”), is between American Realty Capital – Retail Centers of America, Inc., a Maryland corporation (the “Company”), and American Realty Capital Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”).
