AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. Date as of , 2010American Realty Capital Trust III, Inc. • November 3rd, 2010 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY TRUST OPERATING PARTNERSHIP III, L.P. (this “Agreement”) dated as of , 2010, is entered into among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
FORM OF ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL TRUST III, INC., AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., AND AMERICAN REALTY CAPITAL ADVISORS III, LLC Dated as of , 2010Advisory Agreement • November 3rd, 2010 • American Realty Capital Trust III, Inc. • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of , 2010, is entered into among American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Advisors III, LLC, a Delaware limited liability company.
AMERICAN REALTY CAPITAL TRUST III, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • November 3rd, 2010 • American Realty Capital Trust III, 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 Trust III, Inc., a Maryland corporation (the “Company”) and American Realty Capital Advisors III, 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 100,000,000 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 25,000,000 shares of Common Stock for a purchase price equal to the greater of $9.50 per share or 95% of the estimated value of a share of Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (
FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENTManagement and Leasing Agreement • November 3rd, 2010 • American Realty Capital Trust III, Inc. • New York
This property management and leasing agreement (this “Management Agreement”) is made and entered into as of the day of , 2010, by and among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation (the “Company”), AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (the “OP”), and AMERICAN REALTY CAPITAL PROPERTIES III, LLC, a Delaware limited liability company (the “Manager”).
