AMERICAN REALTY CAPITAL PROPERTIES, INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • July 5th, 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 • July 5th, 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 “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, LLC and
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 5th, 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”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)Limited Partnership Agreement • July 5th, 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.
