AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. Dated as of March 17, 2011Limited Partnership Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of March 17, 2011, 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 the Limited Partners party hereto from time to time.
AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT March 17, 2011Exclusive Dealer Manager Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
American Realty Capital – Retail Centers of America, 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 (a) up to 150,000,000 shares of its common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the “Primary Offering”), and (b) up to 25,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of March 17, 2011(this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital - Retail Centers of America, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
ADVISORY AGREEMENTAdvisory Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
This ADVISORY AGREEMENT, dated as of March 17, 2011 (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”).
PROPERTY MANAGEMENT AGREEMENT by and between AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC and AMERICAN REALTY CAPITAL − RETAIL CENTERS OF AMERICA, INC.Property Management Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
THIS PROPERTY MANAGEMENT AGREEMENT is made as of March 17, 2011 (the “Property Management Agreement”) by and 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 “Property Manager”).
LEASING AGREEMENTLeasing Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
THIS LEASING AGREEMENT (this “Leasing Agreement”) is made as of March 17, 2011 by and 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 “Leasing Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Property Management Agreement, dated the date hereof, by and between the Leasing Agent and the Company (the “Property Management Agreement”).
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P.Agreement of Limited Partnership • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP of AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. (the “Partnership”), is entered into as of August 1, 2011, between American Realty Capital – Retail Centers of America, Inc., the general partner of the Partnership (the “General Partner”), and American Realty Capital Retail Advisor, LLC, the special limited partner of the Partnership (the “Special Limited Partner”).
FIRST AMENDMENT TO ADVISORY AGREEMENTAdvisory Agreement • August 12th, 2011 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts
This FIRST AMENDMENT to ADVISORY AGREEMENT is entered into as of June 23, 2011, among American Realty Capital — Retail Centers of America, Inc. (the “Company”) and American Realty Capital Retail Advisor, LLC (the “Advisor”).
