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 • September 15th, 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 • September 15th, 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 • September 15th, 2014 • American Realty Capital - Retail Centers of America II, Inc. • Real estate investment trusts • New York
