0001193125-11-203076 Sample Contracts

Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc. and American Realty Capital II Advisors, LLC July 1, 2011
Advisory Agreement • July 29th, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York

This Advisory Agreement, dated as of July 1, 2011 (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”).

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LOAN AGREEMENT between St. Charles Station LLC and Wells Fargo Bank, National Association Entered into as of June 10, 2011
Loan Agreement • July 29th, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Florida

THIS LOAN AGREEMENT (“Agreement”) is entered into as of June 10, 2011, by and between ST. CHARLES STATION LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

ADDENDUM TO PURCHASE AGREEMENT
Purchase Agreement • July 29th, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

Reference is made to that Purchase Agreement (the “Purchase Agreement”) dated May 16, 2011 by and between Odyssey (III) DP XVII, LLC, a Florida limited liability company (“Seller”), and Phillips Edison Group LLC, an Ohio limited liability company (“Original Buyer”), with respect to the shopping center property in Polk County, Florida commonly known as St. Charles Plaza. as submitted by Original Buyer in connection with the bankruptcy auction sale of the Property and certain other assets of Seller and related debtors held May 17, 2011, in Tampa, Florida (the “Auction”). All capitalized identified terms not expressly defined herein shall have the meanings set forth in the Purchase Agreement

PURCHASE AGREEMENT
Purchase Agreement • July 29th, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Florida

THIS PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 16, 2011 (the “Effective Date”) by and between ODYSSEY (III) DP XVII, LLC, a Florida limited liability company (“Seller”), and PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Buyer”).

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