Standard Contracts
PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC. UP TO 100,000,000 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT 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 Phillips Edison – ARC Grocery Center REIT II, Inc., a Maryland corporation (the “Company”) and Phillips Edison NTR II 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 80,000,000 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 20,000,000 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 and the DRP Shares. Until
FORM OF ADVISORY AGREEMENT BY AND AMONG PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC., PHILLIPS EDISON – ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P. and AMERICAN REALTY CAPITAL PECO II ADVISORS, LLC Dated as of , 2013Advisory Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of , 2013, is entered into among Phillips Edison – ARC Grocery Center REIT II, Inc., a Maryland corporation (the “Company”), Phillips Edison – ARC Grocery Center Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital PECO II Advisors, LLC, a Delaware limited liability company.
AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P. Dated as of [__________], 2013Limited Partnership Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P. (this “Agreement”) dated as of [__________], 2013, is entered into among PHILLIPS EDISON GROCERY CENTER REIT OP GP II LLC, a Delaware limited liability company, as general partner (the “General Partner”), PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC., a Maryland corporation, as Limited Partner (the “Initial Limited Partner”), PE – ARC SPECIAL LIMITED PARTNER II LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
FORM OF MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTMaster Property Management, Leasing and Construction Management Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • Ohio
THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of ___________, 201__, by and among PHILLIPS EDISON – ARC GROCERY CENTER REIT II INC., a Maryland corporation (“REIT”), PHILLIPS EDISON – ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT 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”), Phillips Edison – ARC Grocery Center REIT II, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
Form of Sub-advisory Agreement between American Realty Capital PECO II Advisors, LLC and Phillips Edison NTR II LLCSub-Advisory Agreement • October 2nd, 2013 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
