0001193125-10-169138 Sample Contracts

Phillips Edison – ARC Shopping Center REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK FORM OF AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT
Exclusive Dealer Manager Agreement • July 28th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
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Page Article 1 – Definitions 1 Article 2 – Appointment 3 Article 3 – Duties of the Sub-advisor 3 Article 4 – Authority and Certain Activities of Sub-advisor 3 Article 5 – Assignment of Payments 4 5.1 Acquisition Fees 4 5.2 Asset Management Fee 4 5.3...
Sub-Advisory Agreement • July 28th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York

This First Amended and Restated Sub-advisory Agreement, dated as of July 1, 2010 (this “Agreement”), is between, American Realty Capital II Advisors, LLC, a Delaware limited liability company (the “Advisor”) and Phillips Edison NTR LLC (formerly known as Phillips Edison & Company SubAdvisor LLC), a Delaware limited liability company (the “Sub-advisor”).

MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT
Property Management & Real Estate • July 28th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Ohio

THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of July 27, 2010, by and among PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC., a Maryland corporation (“REIT”), PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).

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