PHILLIPS EDISON - ARC GROCERY CENTER REIT II, INC. UP TO 100,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT November 25, 2013Exclusive Dealer Manager Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
Phillips Edison - ARC Grocery Center REIT II, 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, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 80,000,000 shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 20,000,000 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”), for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Sec
ADVISORY AGREEMENT BY AND AMONG PHILLIPS EDISON - ARC GROCERY CENTER REIT II, INC., PHILLIPS EDISON - ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P. and AMERICAN REALTY CAPITAL PECO II ADVISORS, LLC Dated as of November 25, 2013Advisory Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of November 25, 2013, is entered into among Phillips Edison - ARC Grocery Center REIT II, Inc., a Maryland corporation (the “Company”), Phillips Edison - ARC Grocery Center Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital PECO II Advisors, LLC, a Delaware limited liability company.
AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P. Dated as of November 25, 2013Limited Partnership Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC GROCERY CENTER OPERATING PARTNERSHIP II, L.P. (this “Agreement”) dated as of November 25, 2013, is entered into among PE-ARC GROCERY CENTER OP GP II LLC, a Delaware limited liability company, as general partner (the “General Partner”), PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC., a Maryland corporation, as Limited Partner (the “Initial Limited Partner”), PE – ARC SPECIAL LIMITED PARTNER II LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT dated as of January __, 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), Phillips Edison - ARC Grocery Center REIT II, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTMaster Property Management, Leasing and Construction Management Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • Ohio
THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of November 25, 2013, by and among PHILLIPS EDISON - ARC GROCERY CENTER REIT II INC., a Maryland corporation (“REIT”), PHILLIPS EDISON - ARC GROCERY CENTER OPERATING PARTNERSDHIP II, L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).
Sub-advisory Agreement between American Realty Capital PECO II Advisors, LLC and Phillips Edison NTR II LLC November 25, 2013Sub-Advisory Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • New York
This Sub-advisory Agreement, dated as of November 25, 2013 (this “Agreement”), is between, American Realty Capital PECO II Advisors, LLC, a Delaware limited liability company (the “Advisor”) and Phillips Edison NTR II LLC, a Delaware limited liability company (the “Sub-advisor”).
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENTAssignment and Assumption of Rights • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to STAUNTON STATION LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s right, title, and interest as Purchaser to acquire the land and improvements known as Staunton Plaza located in Staunton, Virginia (the “Center’) from Staunton Plaza, LLC pursuant to a certain Shopping Center Purchase Agreement dated as of December 18, 2013, as amended (the “Agreement”) with Waynesboro Plaza, LLC and Staunton Plaza, LLC, each Virginia limited liability companies (individually and collectively referred to as “Seller”), as Seller, with respect to, among other properties, the Center, such assignment to include a prorated portion of the Deposit (as defined in the Agreement) made by Assignor (such prorata portion to be determined based upon the percentage of the allocable por
INVESTMENT OPPORTUNITY ALLOCATION AGREEMENTInvestment Opportunity Allocation Agreement • March 6th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • Ohio
This INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT (this “Agreement”) is dated as of November 25, 2013, by and among Phillips Edison - ARC Shopping Center REIT Inc., a Maryland corporation (“PE-ARC”), Phillips Edison - ARC Grocery Center REIT II, Inc., a Maryland corporation (“PE-ARC II” and, together with PE-ARC, the “Funds”), Phillips Edison NTR LLC, a Delaware limited liability company (the “PE-ARC Sub-advisor”), and Phillips Edison NTR II LLC, a Delaware limited liability company (the “PE-ARC II Sub-advisor” and, together with the PE-ARC Sub-advisor, the “Fund Sub-advisors”).
