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 Effective as of November 25, 2014Advisory Agreement • March 5th, 2015 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • New York
Page 1. DEFINITIONS 1 2. APPOINTMENT 7 3. DUTIES OF THE ADVISOR 7 4. AUTHORITY OF ADVISOR 9 5. FIDUCIARY RELATIONSHIP 9 6. NO PARTNERSHIP OR JOINT VENTURE 9 7. BANK ACCOUNTS 9 8. RECORDS AND FINANCIAL STATEMENTS 10 9. LIMITATIONS ON ACTIVITIES 10 10. INVESTMENT OPPORTUNITIES AND ALLOCATIONS 10 11. FEES 11 12. EXPENSES 13 13. OTHER SERVICES 14 14. REIMBURSEMENT TO THE ADVISOR OR SUB-ADVISOR 15 15. OTHER ACTIVITIES OF THE ADVISOR 15 16. VOTING AGREEMENT 15 17. THE AMERICAN REALTY CAPITAL NAME 16 18. THE PHILLIPS EDISON AND PECO NAMES 16 19. TERM OF AGREEMENT 17 20. TERMINATION BY THE PARTIES 17
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P. Dated as of January 22, 2015Limited Partnership Agreement • March 5th, 2015 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • Delaware
Amended and Restated Sub-advisory Agreement between American Realty Capital PECO II Advisors, LLC and Phillips Edison NTR II LLC January 22, 2015Sub-Advisory Agreement • March 5th, 2015 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • New York
