AR Capital, llc ARc properties advisors, LLC New York, New York 10022Management Agreement • December 17th, 2012 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company OP”), Tiger Acquisition, LLC, a Delaware limited liability company wholly-owned by the Company (“Merger Sub”), American Realty Capital Trust III, Inc., a Maryland corporation (“Target”), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of Target (the “Target OP”), pursuant to which (x) Target will merge with and into Merger Sub, with Merger Sub being the surviving entity and (y) the Target OP will merge with and into the Company OP with the Company OP being the surviving entity. Any term not otherwise defined herein shall have the meaning given such term in the Merger Agree
FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)American Realty Capital Properties, Inc. • December 17th, 2012 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated as of [l], 2013 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”), Tiger Acquisition, LLC, a Delaware limited liability company, wholly-owned subsidiary of the General Partner (the “Successor Limited Partner”) and successor to American Realty Capital Trust III, Inc., a Maryland corporation (“Target”) and any limited partner or general partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AGREEMENT AND PLAN OF MERGER By and Among AMERICAN REALTY CAPITAL PROPERTIES, INC., ARC PROPERTIES OPERATING PARTNERSHIP, L.P., TIGER ACQUISITION, LLC, AMERICAN REALTY CAPITAL TRUST III, INC. and AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P....Agreement and Plan of Merger • December 17th, 2012 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2012 (this “Agreement”), is made by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Parent (the “Parent Operating Partnership”), Tiger Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Operating Partnership”).
