0001503828-12-000018 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. Dated as of November 13, 2012
Limited Partnership Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY TRUST OPERATING PARTNERSHIP III, L.P. (this “Agreement”) dated as of November 13, 2012, is entered into among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL ADVISORS III, 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 BY AND AMONG AMERICAN REALTY CAPITAL TRUST III, INC., AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., AND AMERICAN REALTY CAPITAL ADVISORS III, LLC Dated as of November 13, 2012
Advisory Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of November 13, 2012, is entered into among American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Advisors III, LLC, a Delaware limited liability company.

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Delaware

THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2012, is entered into by and among American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and Barry Skolnick (the “New Limited Partner”).

ASSIGNMENT, ASSUMPTION AND ALLOCATION AGREEMENT
Assignment, Assumption and Allocation Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This ASSIGNMENT, ASSUMPTION AND ALLOCATION AGREEMENT (this “Agreement”) is entered into as of November 13, 2012, between American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”) and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “OP”, and, together with the Company, the “Parties”).

CONTRIBUTION AGREEMENT
Contribution Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 28, 2012 by and among American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Partnership”), American Realty Capital Trust III, Inc., a Maryland corporation and general partner of the Partnership (the “General Partner”) and Barry Skolnick (the “Contributor”).

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