AMERICAN REALTY CAPITAL PROPERTIES, INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • May 27th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts
This Agreement shall become effective and binding with respect to the parties hereto on the date set forth on Soliciting Dealer’s signature page hereto.
AMERICAN REALTY CAPITAL PROPERTIES, INC. UP TO 8,800,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTDealer Manager Agreement • May 27th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
American Realty Capital Properties, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer up to 8,800,000 shares (the “Primary Shares”) of its common stock, $.01 par value per share (the “Common Stock”), for a purchase price of $12.50 per share (subject in certain circumstances to discounts), in its initial public offering (the “Offering”), up to fifty percent (50%) of which may be offered and sold to the Company’s directors, officers, employees and other individuals associated with the Company and members of their families, including the holders of interests in ARC Income Properties, LLC ad ARC Income Properties III, LLC, which hold certain indebtedness that will be repaid in connection with the Offering, pursuant to the Com
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • May 27th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of ___, 2011 (this “Agreement”), is entered into among Realty Capital Securities, LLC (“RCS”), Ladenburg Thalmann & Co. Inc. (collectively with RCS, the “Dealer Managers”), American Realty Capital Properties, Inc.(the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption of Ownership Interests • May 27th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • Delaware
This Assignment and Assumption of Ownership Interests (“Assignment”) is made and entered into effective as of__________, 2011 (the “Effective Date”), by and among ARC Real Estate Partners, LLC, a Delaware limited liability company (“Assignor”), and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (“Assignee”).
