Exhibit 10.19


 


AMERICAN REALTY CAPITAL HEALTHCARE TRUST
II, INC.


 


UP TO 82,736,842 SHARES OF COMMON STOCK


 


EXCLUSIVE DEALER MANAGER AGREEMENT


 


February 14, 2013


 


Realty Capital Securities, LLC


Three Copley Place, Suite 3300


Boston, Massachusetts 02116


 


Ladies and Gentlemen:


 


American Realty Capital Healthcare Trust
II, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate
investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December
31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 68,000,000
shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”),
in the primary offering (the “Primary Offering”), and (b) up to 14,736,842 shares of its Common Stock
(the “DRP Shares” and, together with the Primary Shares, the “Shares”), for
issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the
Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between
the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as
defined in Section 1(a)). Until such time as the Company calculates its net asset value (“NAV”), which
the Company shall calculate within six months following the Company’s acquisition of at least $2.0 billion in total portfolio
assets, the per share purchase price for the Primary Shares will be up to $25.00 (including the maximum allowed to be charged for
Selling Commissions and the Dealer Manager Fee each (as described below)) and the per share purchase price for the DRP Shares will
be $23.75 per share. Commencing at such time as the Company calculates NAV, the per share purchase price for the Primary Shares
and DRP Shares will vary quarterly and shall be equal to the NAV, divided by the number of shares of Common Stock outstanding as
of the end of business on the first day of each fiscal quarter, after giving effect to any share purchases or repurchases effected
by the Company in the immediately preceding quarter, plus , with respect to the Primary Shares, applicable Selling Commissions
and Dealer Manager Fees. The Company will be managed by American Realty Capital Healthcare II Advisors, 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)).


 


In consideration of the mutual covenants
and agreements contained herein, intending to be legally bound, the parties agree to the terms and conditions set forth in this
Exclusive Dealer Manager Agreement (the “Agreement”).


 


Upon the terms and subject to the conditions
contained in 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. 333-184677) 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 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


 


(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).


 


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, Inc. (“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.


 


(h)          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.


 



    	 



    	 



    

 


(i)          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.


 


(j)          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.


 


(k)          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.


 


(l)          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.


 


(m)          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, 2013,
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.


 


(n)          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 (“GAAP”)
as applied in the United States 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.


 


(o)          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 as applied in the United States 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.


 



    	 



    	 



    

 


(p)          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.


 


(q)          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.


 


(r)          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 each constitutes a valid and binding agreement 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 charter or bylaws, or other organizational documents of the Advisor or any of its subsidiaries; (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 or 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.


 


(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.


 



    	 



    	 



    

 


(s)          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.


 


(t)          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:


 


(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.


 


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 until 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 82,736,842 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
(as defined in Section 6(d) )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 Dealers Agreement approved by the Company and the Dealer Manager (the “Soliciting Dealers Agreement”),
and (iii) the Company shall have previously approved each Soliciting Dealer (such approval not to be unreasonably withheld, conditioned
or delayed).


 


(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, N.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL
HEALTHCARE TRUST II, INC.” During such time, the 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 the check for the purchase of Shares were initially
received by the Soliciting Dealer from the subscriber, the Soliciting Dealer shall transmit the Subscription Agreement and such
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 for the purchase of Shares 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 such check. The Final Review Office will,
by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of Shares,
forward both the Subscription Agreement and such 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 such 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 stockholder 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 Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of
any subscription which is rejected.


 


(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 (“Selling
Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is
completed. Alternatively, if the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%)
in accordance with the Soliciting Dealers 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 Primary Share for which a sale is completed, 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 DRP Shares, and the Company will pay reduced Selling Commissions or may eliminate
Selling 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 Primary Shares, as described more fully in the Soliciting Dealers
Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to
the Offering that 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.


 



    	 



    	 



    

 


(ii)         Subject
to the discounts and other 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 of the Offering, 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 Primary Share for
which a sale is completed (the “Dealer Manager Fee”). Notwithstanding the foregoing, the Dealer Manager
Fee will be reduced to two and one-half percent (2.5%) if the Selling Commission is seven and one-half percent (7.5%) as described
above. 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 Primary Shares, as described more fully in the Soliciting Dealer Agreement. No Dealer
Manager Fee will be paid in connection with DRP Shares.


 


(iii)        All
Selling Commissions and Dealer Manager Fees payable to the Dealer Manager will be paid within thirty (30) days after the investor
subscribing for the Shares is admitted as a stockholder of the Company, in an amount equal to the Selling Commissions and Dealer
Manager Fees 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 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 related to the sale of Shares, 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 offered by the Company pursuant to the Prospectus.


 


No compensation in connection with the Offering may
be paid to the Dealer Manager, Soliciting Dealers or their affiliates out of the proceeds of the Offering prior to the release
of such proceeds from escrow. However, if any such payments are made from sources other than proceeds of the Offering, they shall
be made only on the basis of bona fide transactions.


 


(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 Selling 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.


 


(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
conditions, and if all such conditions are not satisfied or waived by the Dealer Manager on or before the applicable date set forth
below or at any time thereafter until the Termination Date (as defined in Section 10(a)), then the Dealer Manager is not
obligated hereunder and 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 the Depository Bank:


 


(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 required to be stated therein in light of the circumstances under which they
are made, or 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 reserves the right to receive from Grant Thornton LLP, or other such 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.


 



    	 



    	 



    

 


(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 to (i) 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.


 


(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.


 


(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.


 



    	 



    	 



    

 


(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,
conditioned 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.


 


(o)          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. Once a minimum of $2,000,000 of subscription funds from the sale of
Shares (the “Minimum Offering”) 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 from the sale of Shares
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 between the Depository Bank, the Company, and the Dealer Manager (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. If the Minimum Offering has not been obtained prior to the Termination
Date (as defined in Section 10(a)), the Escrow Agent shall, promptly following the Termination Date, but in no event more than
ten (10) days after the Termination Date, refund to each investor by check funds deposited in the Escrow Account or shall return
the instruments of payment delivered to the Escrow Agent if such instruments have not been processed for collection prior to such
time, directly to each investor at the address provided in the list of investors.


 



    	 



    	 



    

 


(p)          DEPOSIT
ACCOUNT. Once subscription funds, including from Persons affiliated with the Company or the Advisor, in the Escrow Account aggregate
a minimum of $2,000,000 in respect of Shares, 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 the Depository Bank
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 the Depository Bank that funds in the Deposit Account can be released
upon order of the Company.


 


(q)          REGULATORY
FILINGS. Notwithstanding anything herein to the contrary, the Company shall provide to the Dealer Manager for its prior approval
(not to be unreasonably withheld, conditioned or delayed) 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 FINRA applicable to the Offering, from time to time in
effect, specifically including, but not in any way limited to, NASD Rules 2340 and 2420 and FINRA Rules 2310, 5131 and 5141 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.


 


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 “Subscription Agreement”). 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.


 


(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 Primary Shares 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).


 


(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 their respective 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 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.


 


(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 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 bona fide due diligence expenses
in accordance with Section 3(e).


 


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.


 



    	 



    	 



    

 


Notwithstanding the foregoing, as required by the
Company’s Charter and Section II.G. of the NASAA REIT 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 of 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.


 



    	 



    	 



    

 


(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.


 


(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.


 




    	 



    	 



    

 


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.


 


(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. 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 may 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;


 


(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 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 may 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;


 


(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.


 


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.


 



    	 



    	 



    

 


(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 Healthcare Trust II, Inc.


405 Park Avenue


New York, New York 10022


Facsimile No.: (212) 421-5799


 


Attention: Edward M. Weil, Jr., President, Chief Operating

Officer, Treasurer and Secretary


 


with a copy to:


 


Proskauer Rose LLP


Eleven Times Square


New York, NY 10036-8299


Facsimile No.: (212) 969-2900


Attention: Peter M. Fass, 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


   President


 


with a copy to:


 


Proskauer Rose LLP


Eleven Times Square


New York, NY 10036-8299


Facsimile No.: (212) 969-2900


Attention: Peter M. Fass, Esq.


 


	 	If to the Advisor:	American Realty Capital Healthcare II Advisors, LLC


405 Park Avenue


New York, New York 10022


Facsimile No.: (212) 421-5799


Attention: Edward M. Weil, Jr., President, Chief Operating

Officer, Treasurer and Secretary


 


with a copy to:


 


Proskauer Rose LLP


Eleven Times Square


New York, NY 10036-8299


Facsimile No.: (212) 969-2900


Attention: Peter M. Fass, 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 was 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.


 


(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. Each party hereto 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 each party hereto 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
party 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 Dealers
as being in association with or in partnership with the Company, the Advisor 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, the Company or the Advisor liable for the obligations of any of the Soliciting Dealers 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.


 



    	 



    	 



    

 


(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.


 


(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, the Company and the Advisor in accordance with its terms.


 


[Signatures on following page]


 




    	 



    	 



    

 


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


 


	AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.
	 	 	 
	By: 	   /s/ Edward M. Weil, Jr.       	 
	Name: Edward M. Weil, Jr.	 
	Title:   President, Chief Operating Officer, Treasurer and Secretary
	 	 	 
	AMERICAN REALTY CAPITAL HEALTHCARE II ADVISORS, LLC
	 	 	 
	By:	    /s/ Edward M. Weil, Jr.       	 
	Name: Edward M. Weil, Jr.	 
	Title:   President, Chief Operating Officer, Treasurer and Secretary
	 	 	 
	Accepted as of the date first above written:	 
	 	 	 
	REALTY CAPITAL SECURITIES, LLC	 
	 	 	 
	By:	 /s/ Louisa H. Quarto	 
	Name: Louisa H. Quarto	 
	Title:   President