AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. Date as of , 2010American Realty Capital - Retail Centers of America, Inc. • December 21st, 2010 • Real estate investment trusts • 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. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • December 21st, 2010 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts
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 150,000,000 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 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 Comp
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 21st, 2010 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of ___, 2010 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital - Retail Centers of America, Inc. (the “Company”) and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
UP TO 150,000,000 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENTEscrow Agreement • December 21st, 2010 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
FORM OF ADVISORY AGREEMENTForm of Advisory Agreement • December 21st, 2010 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • 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”).
