Exhibit 10.17


 


American
Realty Capital – Retail Centers of America, Inc.


UP TO 175,000,000 SHARES OF COMMON STOCK


 


EXCLUSIVE DEALER MANAGER AGREEMENT


 


March 17, 2011


 


Realty Capital Securities, LLC


Three Copley Place, Suite 3300


Boston, Massachusetts 02116


 


Ladies and Gentlemen:


 


American Realty Capital
– Retail Centers of America, 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, 2011, or the first year during which the Company begins material operations.
The Company proposes to offer (a) up to 150,000,000 shares of its common stock, $.01 par value per share (the “Shares”),
for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased),
in the primary offering (the “Primary Offering”), and (b) up to 25,000,000 Shares for a purchase price
of $9.50 per Share 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 Offering and the DRP), all upon the other terms and subject to the conditions set forth in the
Prospectus (as defined in Section 1(a)). 


 


The
Company will be managed by American Realty Capital Retail Advisor, LLC (the “Advisor”)
pursuant to the advisory agreement to be entered into between the Company and the Advisor (the “Advisory Agreement”)
substantially in the form included as an exhibit to the Registration Statement (as defined in Section 1(a)).



 


Upon
the terms and subject to the conditions contained in this Exclusive Dealer Manager Agreement (this “Agreement”),
the Company hereby appoints Realty Capital Securities, LLC, a Delaware limited liability company (the “Dealer Manager”),
to act as the exclusive dealer manager for the Offering, and the Dealer Manager desires to accept such engagement. 


 


1.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE ADVISOR. The Company and the Advisor hereby represent, warrant and agree during the term
of this Agreement as follows:


 




    	 



    	 



    

 


(a)          REGISTRATION
STATEMENT AND PROSPECTUS. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange
Commission (the “Commission”) a registration statement (File No. 333-169355)
on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”),
and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”);
one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on
Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective
by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration
Statement” and the “Prospectus”, except that (i) if the Company files a post-effective
amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration
of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such
post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission,
and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations
shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto,
if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either
Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary
Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule
430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement.
As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus”
shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also
shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise
requires.


 


(b)          DOCUMENTS
INCORPORATED BY REFERENCE. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time
they are hereafter are filed with the Commission, will comply in all material respects with the requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder
(the “Exchange Act Rules and Regulations”), and, when read together with the other information in the
Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective
amendment to the Registration Statement, did not and will not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(c)          COMPLIANCE
WITH THE SECURITIES ACT, ETC. During the term of this Agreement:


 


(i)          on
(A) each applicable Effective Date, (B) the date of the preliminary Prospectus, (C) the date of the Prospectus and (D) the date
any supplement to the Prospectus is filed with the Commission, the Registration Statement, the Prospectus and any amendments or
supplements thereto, as applicable, have complied, and will comply, in all material respects with the
Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the Exchange Act Rules and Regulations; and


 




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(ii)         the
Registration Statement does not, and any amendment thereto will not, in each case as of the applicable Effective Date, include
any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus does not, and any amendment or supplement thereto will not, as of the applicable
filing date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided,
however, that the foregoing provisions of this Section 1(c) will not extend to any statements contained in, incorporated
by reference in or omitted from the Registration Statement, the Prospectus or any amendment or supplement thereto that are based
upon written information furnished to the Company by the Dealer Manager expressly for use therein.


 


(d)          SECURITIES
MATTERS. There has not been (i) any request by the Commission for any further amendment to the Registration Statement or the Prospectus
or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or the institution or, to the Company’s knowledge, threat of any proceeding for that purpose, or (iii) any notification
with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or any initiation or, to the Company’s
knowledge, threat of any proceeding for such purpose. The Company is in compliance in all material respects with all federal and
state securities laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to
the Offering and the sale of the Shares.


 


(e)          COMPANY
STATUS. The Company is a corporation duly formed and validly existing under the general laws of the State of Maryland, with all
requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.


 


(f)          AUTHORIZATION
OF AGREEMENT. This Agreement is duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes
a valid and binding agreement of the Company enforceable in accordance with its terms (except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision
thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except
to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under
applicable securities laws).


 




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The execution and delivery
of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated herein and the fulfillment
of the terms hereof, do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute
a default under: (i) the Company’s or any of its subsidiaries’ charter, bylaws, or other organizational documents,
as the case may be; (ii) any indenture, mortgage, stockholders’ agreement, note, lease or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties
is bound except, for purposes of this clause (ii) only, for such conflicts, breaches or defaults that do not result in and could
not reasonably be expected to result in, individually or in the aggregate, a Company MAE (as defined below in this Section 1(f));
or (iii) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the
Company, any of its subsidiaries or any of their properties. No consent, approval, authorization or order of any court or other
governmental agency or body has been obtained or is required for the performance of this Agreement or for the consummation by the
Company of any of the transactions contemplated hereby (except as have been obtained under the Securities Act, the Exchange Act,
from the Financial Industry Regulatory Authority (the “FINRA”) or as may be required under state securities
or applicable blue sky laws in connection with the offer and sale of the Shares or under the laws of states in which the Company
may own real properties in connection with its qualification to transact business in such states or as may be required by subsequent
events which may occur). Neither the Company nor any of its subsidiaries is in violation of its charter, bylaws or other organizational
documents, as the case may be.


 


As
used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition,
change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the
condition, financial or otherwise, earnings, business affairs or business prospects of the Company and its subsidiaries considered
as one enterprise, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability
of this Agreement or the Shares.


 


(g)          ACTIONS
OR PROCEEDINGS. As of the initial Effective Date, there are no actions, suits or proceedings against, or investigations of, the
Company or its subsidiaries pending or, to the knowledge of the Company, threatened, before any court, arbitrator, administrative
agency or other tribunal (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Shares or
the consummation of any of the transactions contemplated by this Agreement, (iii) that might materially and adversely affect the
performance by the Company of its obligations under or the validity or enforceability of, this Agreement or the Shares, (iv) that
might result in a Company MAE, or (v) seeking to affect adversely the federal income tax attributes of the Shares except as described
in the Prospectus. The Company promptly will give notice to the Dealer Manager of the occurrence of any action, suit, proceeding
or investigation of the type referred to in this Section 1(g) arising or occurring on or after the initial Effective Date.


 




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(h)          ESCROW
AGREEMENT. The Company will enter into an escrow agreement (the “Escrow Agreement”) with the Dealer Manager
and UMB Bank, N.A. (the “Escrow Agent”), substantially in the form included as an exhibit to the Registration
Statement, which will provide for the establishment of an escrow account (the “Escrow Account”) for the
purpose of holding subscription funds in respect of Shares of the Company. Once a minimum of $2,000,000 of subscription funds has
been deposited in the Escrow Account, upon determination by the Company that it intends to break escrow, the Company shall deposit
(or cause to be deposited) all subscription funds to a designated deposit account in the name of the Company (the “Deposit
Account”) at a depository bank (the “Depository Bank”) which shall be subject to the reasonable
prior approval of the Dealer Manager, subject to any higher or continuing escrow obligations imposed by certain states as described
in the Prospectus. The Deposit Account shall be subject to a deposit account control agreement executed by the Depositary Bank,
the Company, and the Dealer Manager, which shall be substantially in the form included as an exhibit to the Escrow Agreement (the
“Control Agreement”). As used herein, “Person” or “Persons”
means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company, governmental authority or agency, or other entity of any kind.


 


(i)          SALES
LITERATURE. Any supplemental sales literature or advertisement (including, without limitation any “broker-dealer use only”
material), regardless of how labeled or described, used in addition to the Prospectus in connection with the Offering which previously
has been, or hereafter is, furnished or approved by the Company (collectively, “Approved Sales Literature”),
shall, to the extent required, be filed with and approved by the appropriate securities agencies and bodies, provided that the
Dealer Manager will make all FINRA filings, to the extent required. Any and all Approved Sales Literature did not or will
not at the time provided for use include any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.


 


(j)          AUTHORIZATION
OF SHARES. The Shares have been duly authorized and, when issued and sold as contemplated by the Prospectus and
upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and nonassessable and
will conform to the description thereof contained in the Prospectus.


 


(k)          TAXES.
Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement or the execution,
delivery and sale of the Shares have been or will be paid when due.


 


(l)          INVESTMENT
COMPANY. The Company is not, and neither the offer or sale of the Shares nor any of the activities of the Company will cause the
Company to be, an “investment company” or under the control of an “investment company” as such terms are
defined in the Investment Company Act of 1940, as amended.


 


(m)          TAX
RETURNS. The Company has filed all material federal, state and foreign income tax returns required to be filed by or on behalf
of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided
for the payment of all such material taxes indicated by such tax returns and all assessments received by the Company to the extent
that such taxes or assessments have become due.


 




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(n)          REIT
QUALIFICATIONS. The Company will make a timely election to be subject to tax as a REIT pursuant to Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the “Code”) for its taxable year ended December 31,
2011, or the first year during which the Company begins material operations. The Company has
been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current
and proposed method of operation as described in the Registration Statement and the Prospectus will enable it to continue to meet
the requirements for qualification and taxation as a REIT under the Code.


 


(o)          INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM. The accountants who have certified certain financial statements appearing in the Prospectus
are an independent registered public accounting firm within the meaning of the Securities Act and the Securities Act Rules and
Regulations. Such accountants have not been engaged by the Company to perform any “prohibited activities” (as defined
in Section 10A of the Exchange Act).


 


The Company and its subsidiaries
each maintains a system of internal accounting and other controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United
States (“GAAP”) and to maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described
in the Registration Statement, since the end of the Company’s most recent audited fiscal year, there has been (A) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated), and (B) no change in the
Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.


 


(p)          PREPARATION
OF THE FINANCIAL STATEMENTS. The financial statements filed with the Commission as a part of the Registration Statement and included
in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates
indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared
in conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the
related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement
or any applicable Prospectus.


 




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(q)          MATERIAL
ADVERSE CHANGE. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except
as may otherwise be stated therein or contemplated thereby, there has not occurred a Company MAE,
whether or not arising in the ordinary course of business.


 


(r)          GOVERNMENT
PERMITS. The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal
or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those which the failure
to possess or own would not have, individually or in the aggregate, a Company MAE. Neither the
Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such
certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Company MAE.


 


(s)          ADVISOR;
ADVISORY AGREEMENT.


 


(i)          The
Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware, with all requisite
power and authority to enter into this Agreement and to carry out its obligations hereunder.


 


(ii)         
Each of this Agreement and the Advisory Agreement is duly and validly authorized, executed and delivered by or on behalf of the
Advisor and constitutes a valid and binding agreement of the Advisor enforceable in accordance with its terms (except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any
political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability
of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement
may be limited under applicable securities laws).


 


(iii)        
The execution and delivery of each of this Agreement and the Advisory Agreement and the performance hereunder and thereunder by
the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default
under: (i) the Advisor’s or any of its subsidiaries’ charter or bylaws, or other organizational documents; (ii) any
indenture, mortgage, stockholders’ agreement, note, lease or other agreement or instrument to which the Advisor or any of
its subsidiaries is a party or by which the Advisor or any of its subsidiaries or any of their properties is bound except, for
purposes of this clause (ii) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result
in, individually or in the aggregate, (a) a material adverse effect on the condition, financial or otherwise, earnings, business
affairs or business prospects of the Advisor or (b) a Company MAE; or (iii) any statute, rule or regulation or order of any
court or other governmental agency or body having jurisdiction over the Advisor or any of its properties. No consent, approval,
authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance
of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company agreement or other organizational
documents.


 




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(iv)        
There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor.



 


(v)         
The Advisor possesses such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct the business now operated by it, other than those which the failure to possess or own would
not have or result in, individually or in the aggregate, (A) a material adverse effect on the condition, financial or otherwise,
earnings, business affairs or business prospects of the Advisor, (B) a Company MAE, or (C) a material adverse effect on the performance
of the services under the Advisory Agreement by the Advisor, and the Advisor has not received any notice of proceedings relating
to the revocation or modification of any such certificate, authority or permit.


 


(t)          PROPERTIES.
Except as otherwise disclosed in the Prospectus and except as would not result in, individually or in the aggregate, a Company
MAE, (i) all properties and assets described in the Prospectus are owned with good and marketable title by the Company and its
subsidiaries, and (ii) all liens, charges, encumbrances, claims or restrictions on or affecting any of the properties and assets
of the Company or any of its subsidiaries which are required to be disclosed in the Prospectus are disclosed therein.


 


(u)          HAZARDOUS
MATERIALS. The Company does not have any knowledge of (i) the unlawful presence of any hazardous substances, hazardous materials,
toxic substances or waste materials (collectively, “Hazardous Materials”) on any of the properties owned
by it or its subsidiaries or subject to mortgage loans owned by the Company or any of its subsidiaries, or (ii) any unlawful spills,
releases, discharges or disposal of Hazardous Materials that have occurred or are presently occurring off such properties as a
result of any construction on or operation and use of such properties, which presence or occurrence in the case of clauses (i)
and (ii) would result in, individually or in the aggregate, a Company MAE. In connection with the properties owned by the Company
and its subsidiaries or subject to mortgage loans owned by the Company or any of its subsidiaries, the Company has no knowledge
of any material failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances and
administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal
of any Hazardous Materials.


 


2.          REPRESENTATIONS
AND WARRANTIES OF THE DEALER MANAGER. The Dealer Manager represents and warrants to the Company, during the term of this Agreement,
that:


 







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(a)          ORGANIZATION
STATUS. The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws
of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations
hereunder.


 


(b)          AUTHORIZATION
OF AGREEMENT. This Agreement has been duly authorized, executed and delivered by the Dealer Manager, and assuming due authorization,
execution and delivery of this Agreement by the Company and the Advisor, will constitute a valid and legally binding agreement
of the Dealer Manager enforceable against the Dealer Manager in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political
subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies
or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be
limited under applicable securities laws).


 


(c)          ABSENCE
OF CONFLICT OR DEFAULT. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated
and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under (i)
its organizational documents, (ii) any indenture, mortgage, stockholders’ agreement, note, lease or other agreement or instrument
to which the Dealer Manager is a party or by which it may be bound, or to which any of the property or assets of the Dealer Manager
is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court,
domestic or foreign, having jurisdiction over the Dealer Manager or its assets, properties or operations, except in the case of
clause (ii) or (iii) for such conflicts or defaults that would not, individually or in the aggregate, have or reasonably be expected
to have a material adverse effect on the condition (financial or otherwise), business affairs, properties or results of operations
of the Dealer Manager.


 


(d)          BROKER-DEALER
REGISTRATION; FINRA MEMBERSHIP. The Dealer Manager is, and during the term of this Agreement will be, (i) duly registered as a
broker-dealer pursuant to the provisions of the Exchange Act, (ii) a member in good standing of FINRA, and (iii) a broker or dealer
duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering
as contemplated by this Agreement. Each of the Dealer Manager’s employees and representatives has all required licenses and
registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that
would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.


 


(e)          DISCLOSURE.
The information under the caption “Plan of Distribution” in the Prospectus insofar as it relates to the Dealer Manager,
and all other information furnished to the Company by the Dealer Manager in writing specifically for use in the Registration Statement,
any preliminary Prospectus or the Prospectus, does not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 




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3.          OFFERING
AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints
the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section
3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts
such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares
in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the
Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on
the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement
and (y) at the Company’s election, the date on which the Company is permitted to extend the Offering in accordance with the
rules of the Commission; (2) the acceptance by the Company of subscriptions for 175,000,000 Shares; (3) the termination of the
Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided
that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall
not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st
date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided
that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall
not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st
day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering
Period”).


 


The number of Shares, if any, to be reserved
for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the
Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription
Agreements based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer
Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer
Manager shall act solely as the Company’s agent and not as an underwriter or principal.


 


(a)          SOLICITING
DEALERS. The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer
Manager and other securities dealers the Dealer Manager may retain (collectively the “Soliciting Dealers”);
provided, that (i) the Dealer Manager reasonably believes that all Soliciting Dealers are registered with the Commission,
are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will
offer and sell Shares or are exempt from broker dealer registration with the Commission and all other applicable regulatory
authorities, (ii) all such engagements are evidenced by written agreements, the terms and conditions
of which substantially conform to the form of Soliciting Dealer Agreement approved by the Company and the Dealer Manager (the “Soliciting
Dealer Agreement”), and (iii) the Company shall have previously approved each Soliciting Dealer (such approval not
to be unreasonably withheld or delayed).


 




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(b)          SUBSCRIPTION
DOCUMENTS. Each Person desiring to purchase Shares through the Dealer Manager, or any other Soliciting Dealer, will be required
to complete and execute the subscription documents described in the Prospectus.


 


Until the minimum offering of
$2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB BANK, NA, ESCROW AGENT FOR
AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC.” During such time, a Soliciting Dealer shall forward original
checks together with an original subscription agreement, executed and initialed by the subscriber as provided for in the subscription
agreement, to the Escrow Agent at the address provided in the subscription agreement.


 


When a Soliciting Dealer’s
internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received
by the Soliciting Dealer from the subscriber, the Soliciting Dealer shall transmit the subscription agreement and check to the
Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to Soliciting
Dealer’s internal supervisory procedures, the Soliciting Dealer’s final internal supervisory procedures are conducted
at a different location (the “Final Review Office”), the Soliciting Dealer shall transmit the check and
subscription agreement to the Final Review Office by the end of the next business day following the Soliciting Dealer’s receipt
of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt
of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription
agreement solicited by the Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement
and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection.


 


(c)          COMPLETED
SALE. A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the
Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price
of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements
set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance
with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted
as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after
the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the
Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever
or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription
which is rejected.


 




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(d)          DEALER-MANAGER
COMPENSATION.


 


(i)          Subject
to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution”
section of the Prospectus or this Section 3(d), the Company agrees to pay the Dealer Manager selling commissions in the
amount of seven percent (7.0%) of the selling price of each Share for which a sale is completed from the Shares offered in the
Primary Offering. Alternatively, if the Soliciting Dealer elects to receive selling commissions equal to seven and one-half percent
(7.5%) in accordance with the Soliciting Dealer Agreement, the Company agrees to pay the Dealer Manager selling commissions in
the amount of seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed from the Shares
offered in the Primary Offering, two and one-half percent (2.5%) of which selling commissions shall be payable at the time of such
sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth
anniversary of the closing of such sale. The Company will not pay selling commissions for sales of Shares pursuant to the DRP,
and the Company will pay reduced selling commissions or may eliminate commissions on certain sales of Shares, including the reduction
or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will
reallow all the selling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares,
as described more fully in the Soliciting Dealer Agreement.


 


(ii)         Subject
to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus
or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager, a dealer
manager fee in the amount of three percent (3.0%) of the selling price of each Share for which a sale is completed from the Shares
offered in the Primary Offering (the “Dealer Manager Fee”). No Dealer Manager Fee will be paid in connection
with Shares sold pursuant to the DRP. The Dealer Manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject
to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealer
Agreement.


 


(iii)        All
sales commissions payable to the Dealer Manager will be paid within thirty (30) days after the investor subscribing for the Share
is admitted as a shareholder of the Company, in an amount equal to the sales commissions payable with respect to such Shares.


 


(iv)        In
no event shall the total aggregate compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering,
including, but not limited to, selling commissions and the Dealer Manager Fee exceed ten percent (10.0%) of gross offering proceeds
from the Primary Offering in the aggregate.


 




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In connection with the minimum
amount offered by the Company pursuant to the Prospectus and FINRA’s 10% underwriting compensation limitation under FINRA
Rule 2310 (“FINRA’s 10% cap”), the Dealer Manager shall advance all of the fixed expenses, including,
but not limited to, wholesaling salaries, salaries of dual employees allocated to wholesaling activities, and other fixed expenses,
(including, but not limited to, wholesaling expense reimbursements and the Dealer Manager’s legal expenses associated with
filing the Offering with FINRA), that are required to be included within FINRA’s 10% cap to ensure that the aggregate underwriting
compensation paid in connection with the Offering does not exceed FINRA’s 10% cap.


 


The Dealer Manager shall repay
to the Company any excess amounts received over FINRA’s 10% cap if the Offering is abruptly terminated after receiving the
minimum amount offered by the Company pursuant to the Prospectus and before reaching the maximum amount of offered by the Company
pursuant to the Prospectus.


 


(v)         Notwithstanding
anything to the contrary contained herein, if the Company pays any selling commission to the Dealer Manager for sale by a Soliciting
Dealer of one or more Shares and the subscription is rescinded as to one or more of the Shares covered by such subscription, then
the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Dealer Manager
by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied
by the number of Shares as to which the subscription is rescinded. If no payment of selling commissions or other compensation is
due to the Dealer Manager after such withdrawal occurs, then the Dealer Manager shall pay the amount specified in the preceding
sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Dealer
Manager from the Company stating the amount owed as a result of rescinded subscriptions.


 


(e)          REASONABLE
BONA FIDE DUE DILIGENCE EXPENSES. The Company or the Advisor shall reimburse the Dealer Manager or any Soliciting Dealer for reasonable
bona fide due diligence expenses incurred by the Dealer Manager or any Soliciting Dealer. The Company shall only reimburse
the Dealer Manager or any Soliciting Dealer for such approved bona fide due diligence expenses to the extent such expenses
have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company and permitted pursuant
to the rules and regulations of FINRA.


 




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(f)          CERTAIN
ADVANCES TO DEALER MANAGER. The parties hereto acknowledge that prior to the initial Effective Date, the Company may have paid
to the Dealer Manager advances of monies against out-of-pocket accountable expenses actually anticipated to be incurred by the
Dealer Manager in connection with the Offering (other than reasonable bona fide due diligence expenses). Such advances, if any,
shall be credited against such portion of the Dealer Manager Fee payable pursuant to Section 3(d) that is retained by the Dealer
Manager and not re-allowed until the full amount of such advances is offset. Such advances are not intended to be in addition to
the compensation set forth in Section 3(d) and any and all monies advanced that are not utilized for out-of-pocket accountable
expenses actually incurred by the Dealer Manager in connection with the Offering (other than reasonable bona fide due diligence
expenses) shall be reimbursed by the Dealer Manager to the Company.


 


4.          CONDITIONS
TO THE DEALER MANAGER’S OBLIGATIONS. The Dealer Manager’s obligations hereunder shall be subject to the following
terms and conditions, and if all such conditions are not satisfied or waived by the Dealer Manager on or before the initial Effective
Date or at any time thereafter until the Termination Date (as defined in Section 10(a)), then no funds shall be released
(1) from the Escrow Account if the Dealer Manager provides notice to this effect to the Company and the Escrow Agent, and (2) from
the Deposit Account if the Dealer Manager provides notice to this effect to the Company and UMB Bank, N.A.:


 


(a)          The
representations and warranties on the part of the Company and the Advisor contained in this Agreement hereof shall be true and
correct in all material respects and the Company and the Advisor shall have complied with their covenants, agreements and obligations
contained in this Agreement in all material respects;


 


(b)          The
Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement
shall have been issued by the Commission and, to the best knowledge of the Company and the Advisor, no proceedings for that purpose
shall have been instituted, threatened or contemplated by the Commission; and any request by the Commission for additional information
(to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with to the reasonable satisfaction
of the Dealer Manager.


 


(c)          The
Registration Statement and the Prospectus, and any amendment or any supplement thereto, shall not contain any untrue statement
of material fact, or omit to state a material fact is required to be stated therein or is necessary to make the statements therein
not misleading.


 


(d)          On
the initial Effective Date and at or prior to the fifth business day following the Effective Date of each post-effective amendment
to the Registration Statement that includes or incorporates by reference the audited financial statements for the preceding fiscal
year, the Dealer Manager shall have received from Grant Thornton LLP or such other independent registered public accountants for
the Company, (i) a letter, dated the applicable date, addressed to the Dealer Manager, in form and substance satisfactory to the
Dealer Manager, containing statements and information of the type ordinarily included in accountant’s “comfort letters”
to placement agents or dealer managers, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin),
with respect to the audited financial statements and certain financial information contained in the Registration Statement and
the Prospectus, and (ii) confirming that they are (A) independent registered public accountants as required by the Securities Act,
and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation
S-X.


 




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(e)          At
or prior to the fifth business day following (i) the request by the Dealer Manager in connection with any third party due diligence
investigation, and (ii) the Effective Date of each post-effective amendment to the Registration Statement (other than post-effective
amendments filed solely pursuant to Rule 462(d) under the Securities Act and other than the post-effective amendments referred
to in Section 4(d)), the Dealer Manager shall have received from Grant Thornton LLP or such other independent public or
certified public accountants for the Company, a letter, dated such date, in form and substance satisfactory to the Dealer Manager,
to the effect that they reaffirm the statements made in the most recent letter furnished pursuant to Section 4(d), except
that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior
to the date of the letter furnished pursuant to this Section 4(e).


 


(f)          On
the Effective Date the Dealer Manager shall have received the opinion of Proskauer Rose LLP acting as counsel for the Company,
and a supplemental “negative assurances” letter from such counsel, dated as of the Effective Date, and in the form
and substance reasonably satisfactory to the Dealer Manager.


 


(g)          At
or prior to the Effective Date and at or prior to the fifth business day following the effective date of each post-effective amendment
to the Registration Statement (other than post-effective amendments filed solely pursuant to Rule 462(d) under the Securities Act),
the Dealer Manager shall have received a written certificate executed by the Chief Executive Officer or President of the Company
and the Chief Financial Officer of the Company, dated as of the applicable date, to the effect that: (i) the representations and
warranties of the Company and the Advisor set forth in this Agreement are true and correct in all material respects with the same
force and effect as though expressly made on and as of the applicable date; and (ii)
the Company and the Advisor have complied in all material respects with all the agreements hereunder and satisfied all the conditions
on their part to be performed or satisfied hereunder at or prior to the applicable date.


 


5.          COVENANTS
OF THE COMPANY AND THE ADVISOR. The Company and the Advisor covenant and agree with the Dealer Manager as follows:


 


(a)          REGISTRATION
STATEMENT. The Company will use commercially reasonable efforts (i) to cause the Registration Statement and any subsequent
amendments thereto to become effective as promptly as possible, and (ii) on an ongoing basis, maintain effective status with the
Commission thereafter. The Company will furnish a copy of any proposed amendment or supplement of the Registration Statement or
the Prospectus to the Dealer Manager. The Company will comply in all material respects with all federal and state securities laws,
rules and regulations which are required to be complied with in order to permit the continuance of offers and sales of the Shares
in accordance with the provisions hereof and of the Prospectus.


 




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(b)          COMMISSION
ORDERS. If the Commission shall issue any stop order or any other order preventing or suspending the use of the Prospectus, or
shall institute any proceedings for that purpose, then the Company will promptly notify the Dealer Manager and use its commercially
reasonable efforts to prevent the issuance of any such order and, if any such order is issued, to use commercially reasonable efforts
to obtain the removal thereof as promptly as possible.


 


(c)          BLUE
SKY QUALIFICATIONS. The Company will use commercially reasonable efforts to qualify the Shares for offering and sale under the
securities or blue sky laws of such jurisdictions as the Dealer Manager and the Company shall mutually agree upon and to make such
applications, file such documents and furnish such information as may be reasonably required for that purpose. The Company will,
at the Dealer Manager’s request, furnish the Dealer Manager with a copy of such papers filed by the Company in connection
with any such qualification. The Company will promptly advise the Dealer Manager of the issuance by such securities administrators
of any stop order preventing or suspending the use of the Prospectus or of the institution of any proceedings for that purpose,
and will use its commercially reasonable efforts to prevent the issuance of any such order and if any such order is issued, to
use its commercially reasonable efforts to obtain the removal thereof as promptly as possible. The Company will furnish the Dealer
Manager with a Blue Sky Survey dated as of the initial Effective Date, which will be supplemented to reflect changes or additions
to the information disclosed in such survey.


 


(d)          AMENDMENTS
AND SUPPLEMENTS. If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act,
any event shall have occurred to the knowledge of the Company, or the Company receives notice from the Dealer Manager that it believes
such an event has occurred, as a result of which the Prospectus or any Approved Sales Literature as then amended or supplemented
would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein
not misleading in light of the circumstances existing at the time it is so required to be delivered to a subscriber, or if it is
necessary at any time to amend the Registration Statement or supplement the Prospectus relating to the Shares to comply with the
Securities Act, then the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received
from the Dealer Manager) and will prepare and file with the Commission an amendment or supplement which will correct such statement
or effect such compliance to the extent required, and shall make available to the Dealer Manager thereof sufficient copies for
its own use and/or distribution to the Soliciting Dealers.


 




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(e)          REQUESTS
FROM COMMISSION. The Company will promptly advise the Dealer Manager of any request made by the Commission or a state securities
administrator for amending the Registration Statement, supplementing the Prospectus or for additional information.


 


(f)          COPIES
OF REGISTRATION STATEMENT. The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including
its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments
and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of
the Shares.


 


(g)          QUALIFICATION
TO TRANSACT BUSINESS. The Company will take all steps necessary to ensure that at all times the Company will validly exist as a
Maryland corporation and will be qualified to do business in all jurisdictions in which the conduct of its business requires such
qualification and where such qualification is required under local law.


 


(h)          AUTHORITY
TO PERFORM AGREEMENTS. The Company undertakes to obtain all consents, approvals, authorizations or orders of any court or governmental
agency or body which are required for the Company’s performance of this Agreement and under the Company’s articles
of incorporation (as the same may be amended, supplemented or otherwise modified from time to time, the “Company’s
Charter”) and bylaws for the consummation of the transactions contemplated hereby and thereby, respectively, or the
conducting by the Company of the business described in the Prospectus.


 


(i)          SALES
LITERATURE. The Company will furnish to the Dealer Manager as promptly as shall be practicable upon request any Approved Sales
Literature (provided that the use of said material has been first approved for use by all appropriate regulatory agencies). Any
supplemental sales literature or advertisement, regardless of how labeled or described, used in addition to the Prospectus in connection
with the Offering which is furnished or approved by the Company (including, without limitation, Approved Sales Literature) shall,
to the extent required, be filed with and, to the extent required, approved by the appropriate securities agencies and bodies,
provided that the Dealer Manager will make all FINRA filings, to the extent required. The Company will be responsible for all Approved
Sales Literature. The Company agrees to prepare sales literature reasonably requested by the Dealer Manager in connection with
the Offering. The Company and the Dealer Manager agree that all sales literature developed in connection with the Offering shall
be the property of the Company and the Company shall have control of all such sales literature. Each of the Company and
the Advisor will not (and will cause its affiliates to not): (1) show or give to any investor or prospective investor or reproduce
any material or writing that is marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not
to be used in connection with the sale of Shares to members of the public and (2) show or give to any investor or prospective investor
in a particular jurisdiction any material or writing if such material bears a legend denoting that it is not to be used in connection
with the sale of Shares to members of the public in such jurisdiction.


 




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(j)          CERTIFICATES
OF COMPLIANCE. The Company shall provide, from time to time upon request of the Dealer Manager, certificates of its chief
executive officer and chief financial officer of compliance by the Company of the requirements of this Agreement.


 


(k)          USE
OF PROCEEDS. The Company will apply the proceeds from the sale of the Shares as set forth in the Prospectus.


 


(l)          CUSTOMER
INFORMATION. The Company shall:


 


(i)          abide
by and comply with (A) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”),
(B) the privacy standards and requirements of any other applicable federal or state law, and (C) its own internal privacy policies
and procedures, each as may be amended from time to time;


 


(ii)         refrain
from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out
of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and


 


(iii)        determine
which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary,
retrieving an aggregated list of such customers from the Soliciting Dealers (the “List”) to identify
customers that have exercised their opt-out rights. If either party uses or discloses nonpublic personal information of any customer
for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to
determine whether the affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from
using or disclosing any nonpublic personal information of any customer that is identified on the List as having opted out of such
disclosures.


 


(m)          DEALER
MANAGER’S REVIEW OF PROPOSED AMENDMENTS AND SUPPLEMENTS. Prior to amending or supplementing the Registration Statement, any
preliminary prospectus or the Prospectus (including any amendment or supplement through incorporation of any report filed under
the Exchange Act), the Company shall furnish to the Dealer Manager for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any
such proposed amendment or supplement without the Dealer Manager’s consent, which consent shall not be unreasonably withheld
or delayed.


 


(n)          CERTAIN
PAYMENTS. Without the prior consent of the Dealer Manager, none of the Company, the Advisor or any of their respective affiliates
will make any payment (cash or non-cash) to any associated Person or registered representative of the Dealer Manager.


 




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(o)          DEPOSIT
ACCOUNT. Once subscription funds from Persons unaffiliated with the Company or the Advisor in the Escrow Account aggregate $2,000,000
in respect of Shares of the Company, subject to any continuing escrow obligations imposed by certain states as described in the
Prospectus, the Company will deposit all subsequent subscription funds in the Deposit Account. At all times until the Termination
Date, the Deposit Account shall be subject to the Control Agreement that will provide, among other things, that no funds shall
be able to be withdrawn from the Deposit Account once the Dealer Manager provides notice to the Company and UMB
Bank, N.A. that a condition set forth in Section 4 has not been satisfied or waived by the Dealer Manager. Such restriction
on withdrawal shall continue until the Dealer Manager notifies the Company and UMB Bank, N.A.
that funds in the Deposit Account can be released upon order of the Company.


 


(p)          REGULATORY
FILINGS. Notwithstanding anything herein to the contrary, the Company shall provide the Dealer Manager for its prior approval (not
to be unreasonably withheld) with a copy of any notice, filing, application, registration, document, correspondence or other information
that the Company proposes to deliver, make or file with any governmental authority or agency (federal, state or otherwise) or with
FINRA in connection with the Offering, this Agreement or any of the transactions completed hereby.


 


6.          COVENANTS
OF THE DEALER MANAGER. The Dealer Manager covenants and agrees with the Company as follows:


 


(a)          COMPLIANCE
WITH LAWS. With respect to the Dealer Manager’s participation and the participation by each Soliciting Dealer in the offer
and sale of the Shares (including, without limitation, any resales and transfers of Shares), the Dealer Manager agrees, and each
Soliciting Dealer in its Soliciting Dealer Agreement will agree, to comply in all material respects with all applicable requirements
of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and
all other federal regulations applicable to the Offering and the sale of Shares, (ii) all applicable state securities or blue sky
laws and regulations, from time to time in effect, and (iii) the Rules of the FINRA applicable to the Offering, from time to time
in effect, specifically including, but not in any way limited to, NASD Conduct Rules 2310, 2340, 2420, 2730, 2740 and 2750 therein.
The Dealer Manager will not offer the Shares for sale in any jurisdiction unless and until it has been advised that the Shares
are either registered in accordance with, or exempt from, the securities and other laws applicable thereto.


 




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In addition, the Dealer Manager
shall, in accordance with applicable law or as prescribed by any state securities administrator, provide, or require in the Soliciting
Dealer Agreement that the Soliciting Dealer shall provide, to any prospective investor copies of the Prospectus and any supplements
thereto during the course of the Offering and prior to the sale. The Company may provide the Dealer Manager with certain Approved
Sales Literature to be used by the Dealer Manager and the Soliciting Dealers in connection with the solicitation of purchasers
of the Shares. The Dealer Manager agrees not to deliver the Approved Sales Literature to any Person prior to the initial Effective
Date. If the Dealer Manager elects to use such Approved Sales Literature after the initial Effective Date, then the Dealer Manager
agrees that such material shall not be used by it in connection with the solicitation of purchasers of the Shares and that it will
direct Soliciting Dealers not to make such use unless accompanied or preceded by the Prospectus, as then currently in effect, and
as it may be amended or supplemented in the future. The Dealer Manager agrees that it will not use any Approved Sales Literature
other than those provided to the Dealer Manager by the Company for use in the Offering.


 


(b)          NO
ADDITIONAL INFORMATION. In offering the Shares for sale, the Dealer Manager shall not, and each Soliciting Dealer shall agree not
to, give or provide any information or make any representation other than those contained in the Prospectus or the Approved Sales
Literature. The Dealer Manager shall not (i) show or give to any investor or prospective investor or reproduce any
material or writing that is supplied to it by the Company and marked “broker-dealer use only” or otherwise bearing
a legend denoting that it is not to be used in connection with the sale of Shares to members of the public; and (ii) show or give
to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Company
if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public
in such jurisdiction.


 


(c)          SALES
OF SHARES. The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases
of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act
and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations
can be made.


 


(d)          SUBSCRIPTION
AGREEMENT. The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution”
set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only
on the form which is included as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting
Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the
Subscription Agreement.


 




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(e)          SUITABILITY.
The Dealer Manager will offer Shares, and in its agreement with each Soliciting Dealer will require that the Soliciting Dealer
offer Shares, only to Persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus
or in any suitability letter or memorandum sent to it by the Company and will only make offers to Persons in the states in which
it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering
Shares, the Dealer Manager will comply, and in its agreements with the Soliciting Dealers, the Dealer Manager will require that
the Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors,
including without limitation the FINRA Conduct Rules and the provisions of Article III.C. of the Statement of Policy Regarding
Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”).
The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager
and each Person associated with the Dealer Manager that make such recommendation shall have, and each Soliciting Dealer in its
Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall
have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment
objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the Person
associated with the Dealer Manager or the Soliciting Dealer that: (i) the investor is or will be in a financial position appropriate
to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits
where they are a significant aspect of the Company; (ii) the investor has a fair market net worth sufficient to sustain the risks
inherent in the program, including loss of investment and lack of liquidity; and (iii) an investment in the Shares offered in the
Primary Offering is otherwise suitable for the investor. The Dealer Manager agrees as to investors to whom it makes a recommendation
with respect to the purchase of the Shares in the Primary Offering (and each Soliciting Dealer in its Soliciting Dealer Agreement
shall agree, with respect to Investors to whom it makes such recommendations) to maintain in the files of the Dealer Manager (or
the Soliciting Dealer, as applicable) documents disclosing the basis upon which the determination of suitability was reached as
to each investor. In making the determinations as to financial qualifications and as to suitability required by the NASAA Guidelines,
the Dealer Manager and Soliciting Dealers may rely on (A) representations from investment advisers who are not affiliated
with a Soliciting Dealer, banks acting as trustees or fiduciaries, and (B) information it has obtained from a prospective
investor, including such information as the investment objectives, other investments, financial situation and needs of the Person
or any other information known by the Dealer Manager (or Soliciting Dealer, as applicable), after due inquiry.
Notwithstanding the foregoing, the Dealer Manager shall not, and each Soliciting Dealer shall agree not to, execute any transaction
in the Company in a discretionary account without prior written approval of the transaction by the customer.


 


(f)          SUITABILITY
RECORDS. The Dealer Manager shall, and each Soliciting Dealer shall agree to, maintain, for at least six years or for a period
of time not less than that required in order to comply with all applicable federal, state and other regulatory requirements, whichever
is later, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer
and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation
of the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information
indicating that the investor for whose account the investment was made met the suitability standards. The Company agrees that the
Dealer Manager can satisfy its obligation by contractually requiring such information to be maintained by the investment advisers
or banks referred to in Section 6(e).


 




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(g)          SOLICITING DEALER AGREEMENTS.
All engagements of the Soliciting Dealers will be evidenced by a Soliciting Dealer Agreement.


 


(h)          ELECTRONIC DELIVERY.
If it intends to use electronic delivery to distribute the Prospectus to any Person, that it will comply with all applicable requirements
of the Commission, the Blue Sky laws and/or FINRA and any other laws or regulations related to the electronic delivery of documents.


 


(i)          COORDINATION.
The Company and the Dealer Manager shall have the right, but not the obligation, to meet with key personnel of the other on an
ongoing and regular basis to discuss the conduct of the officers.


 


(j)          ANTI-MONEY
LAUNDERING COMPLIANCE. Although acting as a wholesale distributor and not itself selling shares directly to investors, the Dealer
Manager represents to the Company that it has established and implemented anti-money laundering compliance programs (“AML
Program”) in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Rules and Regulations
and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA
PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”), specifically including, but not limited to,
Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering
Abatement Act”, and together with the USA PATRIOT Act, the “AML Rules”), reasonably expected
to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Shares. The Dealer
Manager further represents that it is currently in compliance with all AML Rules, specifically including,
but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and
the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide
a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules,
and (ii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification
Program requirements under Section 326 of the Money Laundering Abatement Act.


 


(k)          COOPERATION.
Upon the expiration or earlier termination of this Agreement, the Dealer Manager will use reasonable efforts to cooperate fully
with the Company and any other party that may be necessary to accomplish an orderly transfer and transfer to a successor dealer
manager of the operation and management of the services the Dealer Manager is providing to the Company under this Agreement. The
Dealer Manager will not be entitled to receive any additional fee in connection with the foregoing provisions of this Section
6(k), but the Company will pay or reimburse the Dealer Manager for any out-of-pocket expenses reasonably incurred by the Dealer
Manager in connection therewith.


 




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(l)          CUSTOMER
INFORMATION. The Dealer Manager will use commercially reasonable efforts to provide the Company with any and all subscriber information
that the Company requests in order for the Company to comply with the requirements under Section 5(l) above.


 


7.          EXPENSES.


 


(a)          Subject
to Sections 7(b) and 7(c), the Dealer Manager shall pay all of its own costs and expenses incident to the
performance of its obligations under this Agreement.


 


(b)          The
Company agrees to pay all costs and expenses related to:


 


(i)          the
Commission’s registration of the offer and sale of the Shares with the Commission;


 


(ii)         expenses
of printing the Registration Statement and the Prospectus and any amendment or supplement thereto as herein provided;


 


(iii)        fees
and expenses incurred in connection with any required filing with the FINRA;


 


(iv)        all
the expenses of agents of the Company, excluding the Dealer Manager, incurred in connection with performing marketing and advertising
services for the Company; and


 


(v)         expenses
of qualifying the Shares for offering and sale under state blue sky and securities laws, and expenses in connection with the preparation
and printing of the Blue Sky Survey.


 


(c)          The
Company shall reimburse the Dealer Manager and Soliciting Dealers for approved or deemed approved reasonable bona fide due
diligence expenses in accordance with Section 3(e).


 




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8.          INDEMNIFICATION.


 


(a)          Indemnified
Parties Defined. For the purposes of this Agreement, an “Indemnified Party” shall mean
a Person entitled to indemnification under Section 8, as well as such Person’s officers, directors (including with
respect to the Company, any Person named in the Registration Statement with his or her consent as becoming a director in the future),
employees, members, partners, affiliates, agents and representatives, and each Person, if any, who controls such Person within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.


 


(b)          Indemnification
of the Dealer Manager and Soliciting Dealers. The Company will indemnify, defend and hold harmless the Dealer Manager and
the Soliciting Dealers, and their respective Indemnified Parties, from and against any losses, claims, expenses (including reasonable
legal and other expenses incurred in investigating and defending such claims or liabilities), damages or liabilities, joint or
several, to which any such Soliciting Dealers or the Dealer Manager, or their respective Indemnified Parties, may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions
in respect thereof) arise out of or are based upon: (i) in whole or in part, any material inaccuracy in a representation or warranty
contained herein by the Company or the Advisor, any material breach of a covenant contained herein by the Company or the Advisor,
or any material failure by the Company or the Advisor to perform, its obligations hereunder or to comply with state or federal
securities laws applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained
(A) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to
the Prospectus, (B) in any Approved Sales Literature or (C) in any blue sky application or other document executed by the Company
or on its behalf specifically for the purpose of qualifying any or all of the Offered Shares for sale under the securities laws
of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application,
document or information being hereinafter called a “Blue Sky Application”); or (iii) the omission or
alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereto
to make the statements therein not misleading or the omission or alleged omission to state a material fact required to be stated
in the Prospectus or any amendment or supplement to the Prospectus to make the statements therein, in light of the circumstances
under which they were made, not misleading, and the Company will reimburse each Soliciting Dealer or the Dealer Manager, and their
respective Indemnified Parties, for any reasonable legal or other expenses incurred by such Soliciting Dealer or the Dealer Manager,
and their respective Indemnified Parties, in connection with investigating or defending such loss, claim, expense, damage, liability
or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim,
expense, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager expressly
for use in the Registration Statement or any post-effective amendment thereof or the Prospectus or any such amendment thereof or
supplement thereto. This indemnity agreement will be in addition to any liability which the Company may otherwise have.


 




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Notwithstanding
the foregoing, as required by the Company’s Charter and Section II.G. of the NASAA Guidelines, the indemnification and agreement
to hold harmless provided in this Section 8(b) is further limited to the extent that no such indemnification by the Company
of a Soliciting Dealer or the Dealer Manager, or their respective Indemnified Parties, shall be permitted under this Agreement
for, or arising out of, an alleged violation of federal or state securities laws, unless one or more of the following conditions
are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as
to the particular Indemnified Party; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction
as to the particular Indemnified Party; or (c) a court of competent jurisdiction approves a settlement of the claims against the
particular Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court
considering the request for indemnification has been advised of the position of the Commission and of the published position of
any state securities regulatory authority in which the securities were offered or sold as to indemnification for violations of
securities laws.


 


(c)          Dealer
Manager Indemnification of the Company AND ADVISOR. The Dealer Manager will indemnify, defend and hold harmless the Company,
the Advisor, each of their Indemnified Parties and each Person who has signed the Registration Statement, from and against any
losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims
or liabilities), damages or liabilities to which any of the aforesaid parties may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, expenses, damages (or actions in respect thereof) arise out of or are
based upon: (i) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager
or any material breach of a covenant contained herein by the Dealer Manager; (ii) any untrue statement or any alleged untrue statement
of a material fact contained (A) in any Registration Statement or any post-effective amendment thereto or in the Prospectus
or any amendment or supplement to the Prospectus, (B) in any Approved Sales Literature, or (C) any Blue Sky Application; (iii)
the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective
amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required
to be stated in the Prospectus or any amendment or supplement to the Prospectus to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that in each case described in clauses (ii)
and (iii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity
with written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or any
such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto; (iv) any use of sales
literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Approved Sales Literature;
or (v) any untrue statement made by the Dealer Manager or omission by the Dealer Manager to state a fact necessary in order to
make the statements made, in light of the circumstances under which they were made, not misleading in connection with the Offering,
in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Approved
Sales Literature or any other materials or information furnished by or on behalf on the Company. The Dealer Manager will reimburse
the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss,
claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager
may otherwise have.


 




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(d)          Soliciting
Dealer Indemnification of the Company. By virtue of entering into the Soliciting Dealer Agreement, each Soliciting Dealer
severally will agree to indemnify, defend and hold harmless the Company, the Dealer Manager, each of their respective Indemnified
Parties, and each Person who signs the Registration Statement, from and against any losses, claims, expenses, damages or liabilities
to which the Company, the Dealer Manager, or any of their respective Indemnified Parties, or any Person who signed the Registration
Statement, may become subject, under the Securities Act or otherwise, as more fully described in the Soliciting Dealer Agreement.


 


(e)          Action
Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of
the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however,
that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent
it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it
notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish,
jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such
participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal
and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying
party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities
from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified
Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent
not to be unreasonably withheld or delayed.


 




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(f)          Reimbursement
of Fees and Expenses. An indemnifying party under Section 8 of this Agreement shall be obligated to reimburse an
Indemnified Party for reasonable legal and other expenses as follows:


 


(i)          In
the case of the Company indemnifying the Dealer Manager, the advancement of Company funds to the Dealer Manager for legal expenses
and other costs incurred as a result of any legal action for which indemnification is being sought shall be permissible (in accordance
with Section II.G. of the NASAA Guidelines) only if all of the following conditions are satisfied: (A) the legal action relates
to acts or omissions with respect to the performance of duties or services on behalf of the Company; (B) the legal action is initiated
by a third party who is not a shareholder of the Company or the legal action is initiated by a shareholder of the Company acting
in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (C) the Dealer
Manager undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in
cases in which the Dealer Manager is found not to be entitled to indemnification.


 


(ii)         In
any case of indemnification other than that described in Section 8(f)(i) above, the indemnifying party shall pay all legal
fees and expenses reasonably incurred by the Indemnified Party in the defense of such claims or actions; provided, however,
that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with
the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that
such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or
actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obliged to reimburse
the expenses and fees of the one law firm (in addition to local counsel) that has been participating by a majority of the indemnified
parties against which such action is finally brought; and if a majority of such indemnified parties is unable to agree on which
law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law
firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of
services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed
by another law firm.


 




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9.          Contribution.


 


(a)          If
the indemnification provided for in Section 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified
Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party,
as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager
and the Soliciting Dealer, respectively, from the proceeds received in Primary Offering pursuant to this Agreement and the relevant
Soliciting Dealer Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
Company, the Dealer Manager and the Soliciting Dealer, respectively, in connection with the statements or omissions which resulted
in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.


 


(b)          The
relative benefits received by the Company, the Dealer Manager and the Soliciting Dealer, respectively, in connection with the proceeds
received in the Primary Offering pursuant to this Agreement and the relevant Soliciting Dealer Agreement shall be deemed to be
in the same respective proportion as the total net proceeds from the Primary Offering pursuant to this Agreement and the relevant
Soliciting Dealer Agreement (before deducting expenses), received by the Company, and the total selling commissions and dealer
manager fees received by the Dealer Manager and the Soliciting Dealer, respectively, in each case as set forth on the cover of
the Prospectus bear to the aggregate offering price of the Shares sold in the Primary Offering as set forth on such cover.


 


(c)          The
relative fault of the Company, the Dealer Manager and the Soliciting Dealer, respectively, shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state
a material fact related to information supplied by the Company, by the Dealer Manager or by the Soliciting Dealer, respectively,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.


 


(d)          The
Company, the Dealer Manager and the Soliciting Dealer (by virtue of entering into the Soliciting Dealer Agreement) agree that it
would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable contributions referred to above in this Section
9. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred
to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified
Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or alleged omission.


 


(e)          Notwithstanding
the provisions of this Section 9, the Dealer Manager and the Soliciting Dealer shall not be required to contribute any amount
by which the total price at which the Shares sold in the Primary Offering to the public by them exceeds the amount of any damages
which the Dealer Manager and the Soliciting Dealer have otherwise been required to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission.


 




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(f)          No
party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any party who was not guilty of such fraudulent misrepresentation.


 


(g)          For
the purposes of this Section 9, the Dealer Manager’s officers, directors, employees, members, partners, agents and
representatives, and each Person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act shall have the same rights to contribution of the Dealer Manager, and each officers, directors,
employees, members, partners, agents and representatives of the Company, each officer of the Company who signed the Registration
Statement and each Person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act shall have the same rights to contribution of the Company. The Soliciting Dealers’ respective obligations
to contribute pursuant to this Section 9 are several in proportion to the number of Shares sold by each Soliciting Dealer
in the Primary Offering and not joint.


 


10.         TERMINATION
OF THIS AGREEMENT.


 


(a)          TERM;
EXPIRATION. This Agreement shall become effective on the initial Effective Date and the obligations of the parties hereunder
shall not commence until the initial Effective Date. Unless sooner terminated pursuant to this
Section 10(a), this Agreement shall expire at the end of the Offering Period. This Agreement
may be earlier terminated (i) by the Company pursuant to Section 10(b) and (ii) by the Dealer Manager pursuant to Section
10(c). The date upon which this Agreement shall have so expired or been terminated earlier shall be referred to as the “Termination
Date”.


 


(b)          Termination
by the Company. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole
option of the Company, upon at least sixty (60) days’ written notice to the Dealer Manager.
The Company also has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for
Cause” termination due to a material breach of this Agreement, upon written notice of termination from the Board of Directors
of the Company to the Dealer Manager if any of the following events occur:


 


(i)          For
Cause (as defined below);


 


(ii)         A
court of competent jurisdiction enters a decree or order for relief in respect of the Dealer Manager in any involuntary case under
the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property or orders
the winding up or liquidation of the Dealer Manager’s affairs;


 




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(iii)        The
Dealer Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer
Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally
to pay its debts as they become due;


 


As used above, “Cause”
shall mean fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Dealer Manager’s obligations
under this Agreement which materially adversely affects the Dealer Manager’s ability to perform its duties; or a material
breach of this Agreement by the Dealer Manager which materially affects adversely affects the Dealer Manager’s ability to
perform its duties, provided that (A) Dealer Manager does not cure any such material breach within thirty (30) days of receiving
notice of such material breach from the Company, or (B) if such material breach is not of a nature that can be remedied within
such period, the Dealer Manager does not diligently take all reasonable steps to cure such breach or does not cure such breach
within a reasonable time period.


 


(c)          Termination
by Dealer Manager. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole
option of the Dealer Manager, upon at least six (6) months’ written notice to the Company.
The Dealer Manager also has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for
a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from
the Dealer Manager to the Company if any of the following events occur:


 


(i)          For
Good Reason (as defined below);


 


(ii)         A
court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any
involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any
substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’
affairs;


 


(iii)        The
Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents
to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the
benefit of creditors, or fails generally to pay its debts as they become due;


 




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(iv)        There
shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration
Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity;


 


(v)         There
shall have occurred a Company MAE, whether or not arising in the ordinary course of business;


 


(vi)        A
stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded
within 10 business days after the issuance thereof; or


 


(vii)       A
material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen
on or after the initial Effective Date.


 


As used above, “Good
Reason” shall mean fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Company’s
obligations under this Agreement, or a material breach of this Agreement by the Company, provided that (i) the Company does not
cure any such material breach within thirty (30) days of receiving notice of such material breach from the Dealer Manager, or (ii)
if such material breach is not of a nature that can be remedied within such period, the Company does not diligently take all reasonable
steps to cure such breach or does not cure such breach within a reasonable time period.


 


(d)          DELIVERY
OF RECORDS Upon Expiration or Early Termination. Upon the expiration or early termination of this Agreement for any reason,
the Dealer Manager shall (i) promptly forward any and all funds, if any, in its possession which were received from investors for
the sale of Shares into the Escrow Account for the deposit of investor funds, (ii) to the extent not previously provided to the
Company, provide a list of all investors who have subscribed for or purchased shares and all broker-dealers with whom the Dealer
Manager has entered into a Soliciting Dealer Agreement, (iii) notify Soliciting Dealers of such termination, and
(iv) promptly deliver to the Company copies of any sales literature designed for use specifically for the Offering that it is then
in the process of preparing. Upon expiration or earlier termination of this Agreement, the Company shall pay to the Dealer Manager
all compensation to which the Dealer Manager is or becomes entitled under Section 3(d) at such time as such compensation
becomes payable.


 




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11.         MISCELLANEOUS.


 


(a)          SURVIVAL.
The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 3(d);
Section 5(l); Section 6(k); Section 7; Section 8; Section 9; Section 10; and Section
11. Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement
shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination.


 


In no event shall the Dealer
Manager be entitled to payment of any compensation in connection with the Offering if the Offering is not completed according to
this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the
Dealer Manager or person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable
under normal circumstances.


 


(b)          NOTICES.
All notices, consents, approvals, waivers or other communications (each, a “Notice”) required
or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be deemed given or delivered:
(i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized overnight courier
service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery; or (iii) when transmitted,
if sent by facsimile transmission, provided confirmation of receipt is received by sender and such Notice is sent or delivered
contemporaneously by an additional method provided hereunder; in each case above provided such Notice is addressed to the intended
recipient thereof as set forth below:


 


	If to the Company:	American Realty Capital – Retail Centers of America, Inc.
	 	405 Park Avenue
	 	New York, New York 10022
	 	Facsimile No.: (212) 421-5799
	 	Attention:  William M. Kahane
	 	 
	 	with a copy to:
	 	 
	 	Proskauer Rose LLP
	 	Eleven Times Square
	 	New York, New York 10036
	 	Facsimile No.:  (212) 969-2900
	 	Attention:  Peter M. Fass, Esq.
	 	Steven A. Fishman, Esq.
	 	 
	If to the Dealer Manager:	Realty Capital Securities, LLC
	 	Three Copley Place, Suite 3300
	 	Boston, MA 02116
	 	Facsimile No.: (857) 207-3399
	 	Attention:  Louisa Quarto
	 	Managing Director


 




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	 	with a copy to:
	 	 
	 	Proskauer Rose LLP
	 	Eleven Times Square
	 	New York, NY  10036
	 	Facsimile No:  (212) 969-2900
	 	Attention:  Peter M. Fass, Esq.
	 	Steven A. Fishman, Esq.
	 	 
	If to the Advisor:	American Realty Capital Retail Advisor, LLC
	 	405 Park Avenue
	 	New York, New York 10022
	 	Facsimile No.: (212) 421-5799
	 	Attention:  William M. Kahane
	 	 
	 	with a copy to:
	 	 
	 	Proskauer Rose LLP
	 	Eleven Times Square
	 	New York, New York 10036
	 	Facsimile No.:  (212) 969-2900
	 	Attention:  Peter M. Fass, Esq.
	 	Steven A. Fishman, Esq.


 


Any party may change its address
specified above by giving each party notice of such change in accordance with this Section 11(b).


 


(c)          Successors
and Assigns. No party shall assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest
or benefit under this Agreement without the prior written consent of each other party. Subject to the foregoing, this Agreement
shall be fully binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors
and assigns.


 


(d)          INVALID
PROVISION. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof,
and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.


 


(e)          APPLICABLE
LAW. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under
the internal laws, as opposed to the conflicts of laws provisions, of the State of New York.


 




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(f)          WAIVER. EACH OF THE PARTIES
HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT. The parties hereto each hereby irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America
located in the Borough of Manhattan, New York City, in respect of the interpretation and enforcement of the terms of this Agreement,
and in respect of the transactions contemplated hereby, and each hereby waives, and agrees not to assert, as a defense in any action,
suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement
may not be enforced in or by such courts, and the parties hereto each hereby irrevocably agrees that all claims with respect to
such action or proceeding shall be heard and determined in such a New York State or Federal court.


 


(g)          ATTORNEYS’
FEES. If a dispute arises concerning the performance, meaning or interpretation of any provision of this Agreement or any document
executed in connection with this Agreement, then the prevailing party in such dispute shall be awarded any and all costs and expenses
incurred by the prevailing party in enforcing, defending or establishing its rights hereunder or thereunder, including, without
limitation, court costs and attorneys and expert witness fees. In addition to the foregoing award of costs and fees, the prevailing
also shall be entitled to recover its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce any
judgment.


 


(h)          No
Partnership. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager or the Soliciting
Brokers as being in association with or in partnership with the Company or one another, and instead, this Agreement only shall
constitute the Soliciting Dealer as a broker authorized by the Company to sell and to manage the sale by others of the Shares according
to the terms set forth in the Registration Statement, the Prospectus or this Agreement. Nothing herein contained shall render the
Dealer Manager or the Company liable for the obligations of any of the Soliciting Brokers or one another.


 


(i)          Third
Party Beneficiaries. Except for the Persons referred to in Section 8 and Section 9, there shall be no third
party beneficiaries of this Agreement, and no provision of this Agreement is intended to be for the benefit of any Person not a
party to this Agreement, and no third party shall be deemed to be a beneficiary of any provision of this Agreement. Except for
the Persons referred to in Section 8 and Section 9, no third party shall by virtue of any provision of this Agreement
have a right of action or an enforceable remedy against any party to this Agreement. Each of the Persons referred to in Section
8 and Section 9 shall be a third party beneficiary of this Agreement.


 


(j)          Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing.


 




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(k)          Nonwaiver.
The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or
to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s
right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be
and remain in full force and effect.


 


(l)          Access
to Information. The Company may authorize the Company’s transfer agent to provide information to the Dealer Manager
and each Soliciting Dealer regarding recordholder information about the clients of such Soliciting Dealer who have invested with
the Company on an on-going basis for so long as such Soliciting Dealer has a relationship with such clients. The Dealer Manager
shall require in the Soliciting Dealer Agreement that Soliciting Dealers not disclose any password for a restricted website or
portion of website provided to such Soliciting Dealer in connection with the Offering and not disclose to any Person, other than
an officer, director, employee or agent of such Soliciting Dealers, any material downloaded from such a restricted website or portion
of a restricted website.


 


(m)          Counterparts.
This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in counterpart copies,
each of which shall be deemed an original but all of which together shall constitute one and the same instrument comprising this
Agreement.


 


(n)          ABSENCE
OF FIDUCIARY RELATIONSHIPS. The parties acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company
and the Advisor is solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, any of their
respective affiliates or any other Person any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions
contemplated hereby.


 


(o)          DEALER
MANAGER INFORMATION. Prior to the initial Effective Date, the parties will expressly acknowledge and agree as to the information
furnished to the Company by the Dealer Manager expressly for use in the Registration Statement.


 


(p)          PROMOTION
OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with
the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and
shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably
withheld or delayed. 


 




    	35



    	 



    

 


(q)          TITLES
AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


If the foregoing is
in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become
a binding agreement between you and the Company in accordance with its terms.


 


[Signatures on following page]


 




    	36



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have each duly executed this Dealer Manager Agreement as of the day and year set forth above.


 


	 	American Realty Capital – Retail Centers of America, Inc.
	 	 	 
	 	By:	/s/ William M. Kahane	 
	 	 	Name:  William M. Kahane
	 	 	Title:    President
	 	 	 
	 	American Realty Capital Retail ADVISOR, LLC
	 	 	 
	 	By:	/s/ Nicholas S. Schorsch	 
	 	 	Name:  Nicholas S. Schorsch
	 	 	Title:    Authorized Signatory


 


Accepted as of the date first above written:


 


Realty
Capital Securities, LLC


 


	By:	/s/ Louisa Quarto	 
	 	Name:  Louisa Quarto	 
	 	Title:   President