FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ________, 20__ (the “Effective Date”), by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and ___________________ (“Indemnitee”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • June 13th, 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.
MANAGEMENT AGREEMENT by and between American Realty Capital Properties, Inc. and ARC Properties Advisors, LLC Dated as of [_______], 2011Management Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of [_____], 2011, by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and ARC Properties Advisors, LLC, a Delaware limited liability company (the “Manager”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of ___________, 2011, is entered into by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), ARC Real Estate Partners, LLC, a Delaware limited liability company (the “Contributor”) and ARC Properties Advisors, LLC, a Delaware limited liability company (the “Manager”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. UP TO 8,800,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTDealer Manager Agreement • June 13th, 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”), (i) up to twenty-five percent (25%) 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 pursuant to the Company’s directed share program (the “Directed Share Program”) and (ii) up to 2,450,000 shares of which may be offered and sold to holders of interests in ARC Income Properties,
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)Limited Partnership Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated as of [________], 2011, is entered into among American Realty Capital Properties, Inc., a Maryland corporation (in its capacity as general partner of the Partnership, together with its successors and permitted assigns that are admitted to Partnership as a general partner of the Partnership in accordance with the terms hereof, the “General Partner”), American Realty Capital Properties, Inc., a Maryland corporation, as Special Limited Partner (in such capacity, the “Special Limited Partner”), American Realty Capital II, LLC, a Delaware limited liability company (the “Initial Limited Partner”), ARC Real Estate Partners, LLC, a Delaware limited liability company (the “Limited Partner”) and any additional limited partner or general partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AMERICAN REALTY CAPITAL PROPERTIES, INC. NON-EXECUTIVE DIRECTOR STOCK PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [______], 2011 (the “Grant Date”), is made by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and [NAME] (the “Grantee”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of [_______], 2011, by and between ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), and ARC Real Estate Partners, LLC, a Delaware limited liability company (the “Offeror”).
AMERICAN REALTY CAPITAL II, LLCExpense Reimbursement Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts
This letter sets forth the agreement (the “Agreement”) between American Realty Capital Properties, Inc., a Maryland Corporation (the “Company”) and American Realty Capital II, LLC (the “Sponsor”), in connection with the Sponsor’s agreement to pay for, or reimburse the Company for, certain general and administrative expenses incurred by the Company. The Company expects to complete an initial public offering of its common stock (the “Offering”) pursuant to a Registration Statement on Form S-11 (File No. 333-172205) (the “Registration Statement”).
TAX PROTECTION AGREEMENTTax Protection Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of [_____], 2011 by and among American Realty Capital Properties, Inc., a Maryland corporation (the “REIT”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time.
ACQUISITION AND CAPITAL SERVICES AGREEMENT by and between American Realty Capital Properties, Inc. and American Realty Capital II, LLC Dated as of [_______], 2011Acquisition and Capital Services Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
ACQUISITION AND CAPITAL SERVICES AGREEMENT, dated as of [_____], 2011, by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and American Realty Capital II, LLC, a Delaware limited liability company (the “Advisor”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [______], 2011 (the “Grant Date”), is made by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and ARC Properties Advisors, LLC, a Delaware limited liability company (the “Grantee”).
