0001500554-14-000003 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. Dated as of January 14, 2014
Agreement • March 11th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of January 14, 2014, is entered into among AMERICAN REALTY CAPITAL— RETAIL CENTERS OF AMERICA, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

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SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 11th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York

This SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of January 14, 2014 (this “Agreement”), is between American Realty Capital – Retail Centers of America, Inc., a Maryland corporation (the “Company”), American Realty Capital Retail Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and American Realty Capital Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”).

FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P.
American Realty Capital - Retail Centers of America, Inc. • March 11th, 2014 • Real estate investment trusts • Delaware

This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. (this “Amendment”), dated as of March 7, 2014 and effective as of January 28, 2014, by American Realty Capital — Retail Centers of America, Inc., a Maryland corporation, as general partner (the “General Partner”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 14, 2014, by and among the General Partner and the other parties signatory thereto, as may be amended or amended and restated from time to time (the “Limited Partnership Agreement”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 11th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts

This FIRST AMENDMENT to SECOND AMENDED AND RESTATED ADVISORY AGREEMENT is entered into as of January 28, 2014, among American Realty Capital — Retail Centers of America, Inc. (the “Company”), American Realty Capital Retail Operating Partnership, L.P. (the “OP”) and American Realty Capital Retail Advisor, LLC (the “Advisor”).

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