Phillips Edison – ARC Shopping Center REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK SECOND AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT September 17, 2010Exclusive Dealer Manager Agreement • September 17th, 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
Fourth Amended and Restated Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc. and American Realty Capital II Advisors, LLC September 17, 2010Advisory Agreement • September 17th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Fourth Amended and Restated Advisory Agreement, dated as of September 17, 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”).
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 • September 17th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Second Amended and Restated Sub-advisory Agreement, dated as of September 17, 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”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • September 17th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of July 28, 2010, is entered into by and among Realty Capital Securities, LLC (the “Dealer Manager”), Phillips Edison – ARC Shopping Center REIT Inc. (the “Company”) and Wells Fargo Bank, National Association, as Escrow Agent (the “Escrow Agent”).
