0001144204-14-018917 Sample Contracts

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. Dated as of March [•], 2014
Limited Partnership Agreement • March 31st, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of March [•], 2014, is entered into among AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., a Maryland corporation, as general partner (the “General Partner”), and NEW YORK CITY ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

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FORM OF ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., NEW YORK CITY OPERATING PARTNERSHIP, L.P., AND NEW YORK CITY ADVISORS, LLC Dated as of March [•], 2014
Advisory Agreement • March 31st, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”) dated as of March [•], 2014, is entered into among American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and New York City Advisors, LLC, a Delaware limited liability company.

FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENT
Property Management & Real Estate • March 31st, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

This property management and leasing agreement (this “Management Agreement”) is made and entered into as of the , 2014, by and among AMERICAN REALTY CAPITAL NEW YORK CITY, INC., a Maryland corporation (the “Company”), NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and NEW YORK CITY PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).

FORM OF RESTRICTED SHARE AWARD AGREEMENT PURSUANT TO THE EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.
Restricted Share Award Agreement • March 31st, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as __________, 201___, is by and between American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), and ___________ (the “Participant”).

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