Second Amended and Restated Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc. and American Realty Capital II Advisors, LLC April 9, 2010Advisory Agreement • April 12th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Second Amended and Restated Advisory Agreement, dated as of April 9, 2010 (this “Agreement”), is between Phillips Edison – ARC Shopping Center REIT Inc., a Maryland corporation (the “Company”), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the “Advisor”).
Phillips Edison – ARC Shopping Center REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT April 9, 2010Exclusive Dealer Manager Agreement • April 12th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
Phillips Edison – ARC Shopping Center REIT Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share, with a minimum initial investment of $2,500, in the primary offering (the “Primary Offering”), and (b) up to 30,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment program (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Se
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • April 12th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
Initial Fees as they relate to Wells Fargo Bank acting in the capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow Account(s) and accounting records; and coordination of receipt of funds for deposit to the Escrow Account(s).
PHILLIPS EDISON – ARC SHOPPING CENTER REIT, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • April 12th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an amended and restated exclusive dealer manager agreement, dated as of , 2010 (the “Dealer Manager Agreement”), with Phillips Edison – ARC Shopping Center REIT, Inc., a Maryland corporation (the “Company”) and Phillips Edison & Company SubAdvisor LLC (the “Sub-advisor”), under which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its common shares of beneficial interest, $.01 par value per share, of which amount: (i) up to 150,000,000 shares for a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the “Primary Shares”), and (ii) up to 30,000,000 shares for a purchase price of $9.50 per share (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the initial Effective Date (as def
