AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL II OPERATING PARTNERSHIP, L.P. Dated as of [●], 2014American Realty Capital - Retail Centers of America II, Inc. • August 18th, 2014 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL II OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of [●], 2014, is entered into among AMERICAN REALTY CAPITAL RETAIL CENTERS OF AMERICA II, INC., a Maryland corporation, as general partner (the “General Partner”), AMERICAN REALTY CAPITAL RETAIL 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.
FORM OF ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL — RETAIL CENTERS OF AMERICA II, INC., AMERICAN REALTY CAPITAL RETAIL II OPERATING PARTNERSHIP, L.P., AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC Dated as of [___________], 2014...Advisory Agreement • August 18th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of [__________], 2014, is entered into among American Realty Capital – Retail Centers of America II, Inc., a Maryland corporation (the “Company”), American Realty Capital Retail II Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and American Realty Capital Retail II Advisors, LLC, a Delaware limited liability company (the “Advisor”).
AMERICAN REALTY CAPITAL — RETAIL CENTERS OF AMERICA II, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • August 18th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2014 (the “Dealer Manager Agreement”), with American Realty Capital — Retail Centers of America II, Inc., a Maryland corporation (the “Company”) and American Realty Capital Retail 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 125,000,000 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 26,315,789 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 S
AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC. UP TO 151,315,789 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENTDealer Manager Agreement • August 18th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts • New York
PROPERTY MANAGEMENT AGREEMENT by and between AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC and AMERICAN REALTY CAPITAL − RETAIL CENTERS OF AMERICA II, INC.Property Management Agreement • August 18th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts • New York
THIS PROPERTY MANAGEMENT AGREEMENT is made as of , 2014 (the “Property Management Agreement”) by and between AMERICAN REALTY CAPITAL − RETAIL CENTERS OF AMERICA II, INC., a Maryland corporation (the “Company”) and AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC, a Delaware limited liability company (the “Property Manager”).
LEASING AGREEMENTLeasing Agreement • August 18th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts • New York
THIS LEASING AGREEMENT (this “Leasing Agreement”) is made as of , 2014 by and between AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC., a Maryland corporation (the “Company”) and AMERICAN REALTY CAPITAL RETAIL II ADVISORS, 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”).
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • August 18th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of [●], 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital – Retail Centers of America II, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
