ARC- NORTHCLIFFE INCOME PROPERTIES, INC. UP TO 60,000,000 SHARES OF COMMON STOCK FORM OF AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • December 22nd, 2010 • ARC - Northcliffe Income Properties, Inc. • Real estate investment trusts • New York
ARC-NORTHCLIFFE INCOME PROPERTIES, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • December 22nd, 2010 • ARC - Northcliffe Income Properties, 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 ARC-Northcliffe Income Properties, Inc., a Maryland corporation (the “Company”) and American Realty Capital Income Properties Advisors, 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 50,000,000 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 10,000,000 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 Company has
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 22nd, 2010 • ARC - Northcliffe Income Properties, 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”), ARC- Northcliffe Income Properties, Inc. (the “Company”) and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
