AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC. UP TO 82,736,842 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • February 8th, 2013 • American Realty Capital Healthcare Trust II, Inc. • Real estate investment trusts • New York
AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • February 8th, 2013 • American Realty Capital Healthcare Trust II, Inc. • Real estate investment trusts
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2013 (the “Dealer Manager Agreement”), with American Realty Capital Healthcare Trust II, Inc., a Maryland corporation (the “Company”) and American Realty Capital Healthcare II Advisors, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of (i) up to 68,000,000 shares of the Company's common stock, $0.01 par value per share (“Common Stock”) offered to the public in the primary offering (the “Primary Shares”), and (ii) up to 14,736,842 in shares of Common Stock offered pursuant to the Company's distribution reinvestment plan (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (as defined below). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Shares between Primary Shares
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • February 8th, 2013 • American Realty Capital Healthcare Trust II, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of , 2013 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital Healthcare Trust II, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management and Leasing Agreement • February 8th, 2013 • American Realty Capital Healthcare Trust II, Inc. • Real estate investment trusts • New York
This property management and leasing agreement (this “Management Agreement”) is made and entered into as of the [ ] day of [ ], 2013, by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC., a Maryland corporation (the “Company”), AMERICAN REALTY CAPITAL HEALTHCARE TRUST II OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and AMERICAN REALTY CAPITAL HEALTHCARE II PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST II OPERATING PARTNERSHIP, L.P. Dated as of [__________], 2013Limited Partnership Agreement • February 8th, 2013 • American Realty Capital Healthcare Trust II, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST II OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of [__________], 2013, is entered into among AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL HEALTHCARE II ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
