0001500554-14-000029 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. Dated as of October 24, 2014
American Realty Capital - Retail Centers of America, Inc. • November 14th, 2014 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of October 24, 2014, is entered into among AMERICAN REALTY CAPITAL—RETAIL CENTERS OF AMERICA, INC., a Maryland corporation, as general partner (the “General Partner”), AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), Lincoln Retail REIT Services, LLC (“Lincoln”) and the Limited Partners party hereto from time to time.

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LOAN AGREEMENT Dated as of March 6, 2014 between SEBRING LANDING, LLC, as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY, as Lender
Loan Agreement • November 14th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
GUARANTY
Guaranty • November 14th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York

THIS GUARANTY (this "Guaranty") is executed as of September 5, 2014 by AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC., a Maryland corporation, and AMERICAN REALTY CAPITAL RETAIL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (whether one or more, together with any permitted successors and assigns, collectively referred to as, "Guarantor"), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee on behalf of the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates Series 2014-GC20 (together with its successors and assigns, "Lender").

This instrument prepared by and when recorded, return to: Kilpatrick Townsend & Stockton LLP
Assumption and Release Agreement • November 14th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • New York
PURCHASE AND SALE AGREEMENT BY AND BETWEEN AMERICAN REALTY CAPITAL IV, LLC, a Delaware limited liability company, as Purchaser, and SOUTHROADS, L.L.C. an Oklahoma limited liability company, as Seller RELATING TO SOUTHROADS SHOPPING CENTER, TULSA,...
Purchase and Sale Agreement • November 14th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • Oklahoma

PURCHASE AND SALE AGREEMENT ("Agreement") made this 19th day of August, 2014 ("Effective Date"), between SOUTHROADS, L.L.C., an Oklahoma limited liability company, having an address at c/o MD Management Company, 5201 Johnson Drive, Suite 450, Mission, Kansas 66205 ("Seller"), and AMERICAN REALTY CAPITAL IV, LLC, a Delaware limited liability company, having an address at 405 Park Avenue, 15th Floor, New York, New York 10022 (American Realty Capital IV, LLC or its permitted assignee pursuant to Section 18.7 below is hereinafter referred to as "Purchaser").

AGREEMENT OF SALE
Agreement of Sale • November 14th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts

THIS AGREEMENT made this 17th day of July, 2014, (the "Effective Date") between Centennial Plaza 555, LLC, a Delaware limited liability company, with an office at c/o Kimco Realty Corporation, 3333 New Hyde Park Road, Suite 100, New Hyde Park, New York 10018 (hereinafter, "Seller"), and American Realty Capital IV, LLC, a Delaware limited liability company, with an office at 405 Park Avenue, 15th Floor, New York , New York 10022 (American Realty Capital IV, LLC or its permitted assignee pursuant to Section 9 below, hereinafter referred to as, "Buyer").

CONTRACT OF SALE between PINEVILLE CENTRUM LIMITED PARTNERSHIP Seller and AMERICAN REALTY CAPITAL IV, LLC Purchaser
Contract of Sale • November 14th, 2014 • American Realty Capital - Retail Centers of America, Inc. • Real estate investment trusts • North Carolina

CONTRACT (this “Contract”) made this 13th day of August, 2014 by and between PINEVILLE CENTRUM LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o DRA Advisors LLC, 220 East 42nd Street, New York, New York 10017 (“Seller”) and AMERICAN REALTY CAPITAL IV, LLC, a Delaware limited liability company, having an address at 405 Park Avenue, 15th Floor, New York, New York 10022 (“Purchaser”).

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