Exhibit 10.16


 


Phillips Edison – ARC Shopping
Center REIT Inc. 


UP TO 180,000,000 SHARES OF COMMON STOCK



 


SECOND AMENDED AND RESTATED EXCLUSIVE
DEALER MANAGER AGREEMENT 


 


September 17, 2010


 


Realty Capital Securities, LLC


Three Copley Place, Suite 3300


Boston, Massachusetts 02116


 


Ladies and Gentlemen:


 


Phillips Edison – ARC Shopping Center
REIT 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,
2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000
shares of common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share,
with a minimum initial investment of $2,500, in the primary offering (the “Primary Offering”), and (b) up
to 30,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment
program (the “DRP” and together with the Primary Offering, the “Offering”)
(subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms
and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)).


 


The Company will be managed by American
Realty Capital II Advisors, LLC (the “Advisor”) pursuant to the advisory agreement entered into between
the Company and the Advisor substantially in the form included as an exhibit to the Registration Statement (as defined in Section 1(a))
(as amended, restated or supplemented from time to time, the “Advisory Agreement”). The Advisor has entered
into a sub-advisory agreement substantially in the form included as an exhibit to the Registration Statement (as amended, restated
or supplemented from time to time, the “Sub-Advisory Agreement”) with Phillips Edison NTR LLC (formerly
known as Phillips Edison & Company SubAdvisor LLC) (the “Sub-advisor”).


 


The parties hereto entered into an Exclusive
Dealer Manager Agreement on January 11, 2010, as amended and restated on April 9, 2010 (the “First Amended
Agreement”) and the parties have agreed to make certain additional amendments and desire to amend and restate the
First Amended Agreement. In consideration of the foregoing and of the mutual covenants and agreements contained herein, intending
to be legally bound, the parties agree that the First Amended Agreement hereby is amended and restated to read in its entirety
as set forth in this Second Amended and Restated Exclusive Dealer Agreement (this “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
SUB-ADVISOR. The Company and the Sub-advisor hereby represent, warrant and agree 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 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 Company files a prospectus or prospectus supplement pursuant to either Rule
424(b) or 424(c) of the Securities Act Rules and Regulations which differs 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 or include such prospectus supplement, as applicable, 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.


 




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


 




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The execution and delivery of this Agreement and
the performance of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of the terms hereof,
do not and will not (i) conflict with, or result in a breach of any of the terms and provisions of, or constitute a default
under: (1) the Company’s or any of its subsidiaries’ declaration of trust, charter, by-laws, or other organizational
documents, as the case may be, or (2) any indenture, mortgage, deed of trust, voting trust 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 (2) 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 (ii) result in and could not reasonably be expected to result in, individually
or in the aggregate, in any material respect any conflict with, breach of, or default under, 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 or is
required for the performance of this Agreement or for the consummation by the Company of any of the transactions contemplated hereby
(except as have been obtained under the Securities Act, the Exchange Act, from the Financial Industry Regulatory Authority (the
“FINRA”) or as may be required under state securities or applicable blue sky laws in connection with
the offer and sale of the Shares or under the laws of states in which the Company may own real properties in connection with its
qualification to transact business in such states or as may be required by subsequent events which may occur). Neither the Company
nor any of its subsidiaries is in violation of its declaration of trust, charter, by-laws 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, or (iii) that if determined adversely to the Company or its subsidiaries, would reasonably
be expected to result in Company MAE or affect adversely the federal income tax attributes of the Shares, except as may be 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 above arising or occurring on or after the initial Effective Date.


 




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(h) ESCROW AGREEMENT. The Company will enter into
an escrow agreement (the “Escrow Agreement”) with the Dealer Manager and a bank to be agreed upon by
the parties hereto (the “Escrow Agent”), substantially in the form included as an exhibit to the Registration
Statement, which provides for the establishment of an escrow account (the “Escrow Account”) to receive
and hold subscription funds in respect of Shares of the Company. Once a minimum of $2,500,000 of subscription funds from Persons
(as defined below) not affiliated with the Company or the Advisor (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 to a designated deposit account in the name of the Company (the “Deposit Account”)
at a 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 control
agreement executed by the depositary, the Company, and the Dealer Manager, which shall be substantially in the form included as
an exhibit to the Registration Statement (the “Control Agreement”). As used herein, “Person”
or “Persons” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, limited liability company, governmental authority or agency, or other entity of
any kind.


 


(i) SALES LITERATURE. Any supplemental sales literature
or advertisement (including, without limitation any “broker-dealer use only” material) furnished or approved by the
Company for use in connection with this Offering (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 of such material. Any and all Approved Sales Literature did not or will not at the time provided
for use include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.


 


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


 


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


 


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


 




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


 


(n) REIT QUALIFICATIONS. The Company will make a
timely election to be subject to tax as a REIT pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
(the “Code”) for its taxable year ended December 31, 2010, or the first year during which the Company
begins material operations. The Company has been organized and operated in conformity with the requirements for qualification and
taxation as a REIT. The Company’s current and proposed method of operation as described in the Registration Statement and
the Prospectus will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.


 


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


 


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


 


(p) PREPARATION OF THE FINANCIAL STATEMENTS. The
financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly
the financial position of the Company and its consolidated 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 generally
accepted accounting principles 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 by
the Securities Act, the Securities Act Rules and Regulations, the Exchange Act or the Exchange Act Rules and Regulations to be
included in the Registration Statement or any applicable Prospectus.


 




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


 


(r) GOVERNMENT PERMITS. The Company and its subsidiaries
possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct the business now operated by them, other than those the failure of which to possess or own would not have
and could not reasonably be expected to result in 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, if the subject
of an unfavorable decision, ruling or finding, would result in a Company MAE.


 


(s) SUB-ADVISOR; SUB-ADVISORY AGREEMENT.


 


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


 


(iii) The execution and delivery of each of this
Agreement and the Sub-advisory Agreement and the performance thereunder by the Sub-advisor do not and will not (i) conflict
with, or result in a breach of any of the terms and provisions of, or constitute a default under: (1) the Sub-advisor’s
or any of its subsidiaries’ charter or by-laws, or other organizational documents, or (2) any indenture, mortgage, deed
of trust, voting trust agreement, note, lease or other agreement or instrument to which the Sub-advisor or any of its subsidiaries
is a party or by which the Sub-advisor or any of its subsidiaries or any of their properties is bound except, for purposes of this
clause (2) 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 Sub-advisor, or (B) a Company MAE; or (ii) result in and could not reasonably be expected to
result in, individually or in the aggregate, in any material respect any conflict with, breach of, or default under, any statute,
rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Sub-advisor or any of
its properties. No consent, approval, authorization or order of any court or other governmental agency or body has been or is required
for the performance of the Sub-advisory Agreement by the Sub-advisor. The Sub-advisor is not in violation of its agreement of limited
partnership or other organizational documents.


 




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(iv) There is no action, suit, proceeding, inquiry
or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge
of the Sub-advisor, threatened against or affecting the Sub-advisor, except as may be described in the Prospectus or that would
not result in or have, individually or in the aggregate, a Company MAE or a material adverse effect on the condition, financial
or otherwise, earnings, business affairs or business prospects of the Sub-advisor.


 


(v) The Sub-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 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 Sub-advisor, (B) a Company MAE, or (C) a material adverse effect on the performance of the services
under the Sub-advisory Agreement by the Sub-advisor, and the Sub-advisor has received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit.


 


(t) PROPERTIES. Except as may be disclosed in the
Prospectus and except as would not result in 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 any of the Company or its subsidiaries which are required to
be disclosed in the Prospectus are disclosed therein.


 


(u) HAZARDOUS MATERIALS. Except as may be described
in the Prospectus, 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 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, except as may be disclosed in the Prospectus.


 




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2. REPRESENTATIONS AND WARRANTIES OF THE DEALER MANAGER.
The Dealer Manager represents, warrants and agrees 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 Sub-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 enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability
and except that rights to indemnity and contribution hereunder may be limited by applicable law and public policy.


 


(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, deed of trust or lease 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, duly registered as a broker-dealer pursuant to the provisions
of the Exchange Act, a member in good standing of FINRA, and 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. Moreover, the
Dealer Manager’s employees and representatives have 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.


 




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(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.


 


(f) COMPLIANCE. The Dealer Manager will comply with
all federal laws pertaining to the sale of securities, the laws of the jurisdictions in which the Dealer Manager sells the Shares,
the Securities Act Rules and Regulations applicable to it, the Exchange Act Rules and Regulations applicable to it, the rules and
regulations of FINRA, specifically including Rule 15c2-4 under the Exchange Act, as interpreted in NASD Notice to Members 84-64
and as it may be amended from time to time (which requires that during the escrow period checks be promptly transmitted by the
Dealer Manager to the Escrow Agent as soon as practicable, but in any event by noon of the second business day following receipt
by the Dealer Manager).


 


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. Unless this Agreement
is earlier terminated pursuant to Section 11, the Dealer Manager shall use such reasonable best efforts during the
Offering Period (as defined below).


 


As used in this Agreement, “Offering Period”
means the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the acceptance
by the Company of subscriptions for 150,000,000 Shares; (2) 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 (it being understood and agreed that the termination
of the Offering by the Company pursuant this clause (2) shall not constitute a termination of the Agreement pursuant to Section 11);
(3) the termination or expiration of the effectiveness of the Registration Statement; and (4) the liquidation or dissolution
of the Company.


 


Notwithstanding the foregoing, if the Company or an affiliate
of the Company commences a public offering pursuant to the Registration Statement or another registration statement filed pursuant
to the Securities Act within nine months from the date of the termination or expiration of the Offering Period, then, at the election
of the Dealer Manager (such election to be given by notice thereof to the Company), the Dealer Manager’s exclusive retention
pursuant to this Agreement and the Offering Period shall be reinstated, and this Agreement shall be deemed amended mutatis mutandis
in connection therewith; provided, however, that neither the Dealer Manager’s exclusive retention nor the Offering
Period shall be reinstated (x) if the public offering by the Company or an affiliate of the Company is for securities listed
or approved for listing upon notice of issuance on a national securities exchange, (y) with respect to a public offering by
an affiliate of the Company only, if the Offering Period lasted for at least three years or was terminated due to the acceptance
by the Company of subscriptions for 150,000,000 Shares, or (z) if the Company previously has terminated this Agreement pursuant
to Section 11(b).


 




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


 


(a) SOLICITING DEALERS. The Shares offered and sold
through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers
the Dealer Manager may retain (collectively the “Soliciting Dealers”); provided, however, that
(i) the Dealer Manager reasonably believes that all Soliciting Dealers are registered with the Commission, 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 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
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.


 


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


 




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(d) DEALER-MANAGER COMPENSATION.


 


(i) Subject to the volume discounts and other special
circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d),
the Company agrees to pay the Dealer Manager selling commissions in the amount of seven percent (7%) of the selling price
of each Share for which a sale is completed from the Shares offered in the Primary Offering. The Company will not pay selling commissions
for sales of Shares pursuant to the DRP, and the Company will pay reduced selling commissions or may eliminate commissions on certain
sales of Shares, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in,
the Prospectus. The Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws, to the
Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement.


 


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


 


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


 


(iv) In no event shall the total aggregate underwriting
compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited
to, selling commissions and the Dealer Manager Fee exceed ten percent (10.0%) of gross offering proceeds from the Primary
Offering in the aggregate. The Dealer Manager agrees that it will repay to the Company any amounts of underwriting compensation
in excess of ten percent (10.0%) of gross offering proceeds from the Primary Offering in the aggregate if the Primary Offering
is terminated after reaching the Minimum Offering but before reaching the maximum amount of gross offering proceeds from the Primary
Offering in the aggregate.


 


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


 




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(vi) Notwithstanding the foregoing, no commissions,
payments or amounts whatsoever will be paid to the Dealer Manager under this Section 3(d) until an investment or a
subscription is accepted and such investor is admitted pursuant to the terms set forth in the Prospectus and herein.


 


(vii) The Company will not be liable or responsible
to any Soliciting Dealer for direct payment for selling commissions to such Soliciting Dealer; the Dealer Manager is solely and
exclusively responsible for the payment of selling commissions to Soliciting Dealers.


 


(e) REASONABLE BONA FIDE DUE DILIGENCE EXPENSES.
The Company or the Sub-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, subject to the Company having given its prior approval
of the incurrence of such expenses (such approval not to be unreasonably withheld or delayed). 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.


 


4. EXCLUSIVITY AND RESTRICTION.


 


(a) As set forth in Section 3, the Company
has appointed the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers to solicit
subscriptions for the Shares during the Offering Period (including any reinstatement thereof pursuant to the provisions of Section 3).
During the period from the date hereof until the earlier to occur of (i) the end of the Offering Period (including any reinstatement
thereof pursuant to the provisions of Section 3) and (ii) the termination of this Agreement pursuant to Section 11,
the Company will not (and will cause its affiliates to not) engage or appoint any Person other than the Dealer Manager to distribute,
solicit and/or retain securities dealers to solicit subscriptions for the Shares or other securities of the Company.


 


(b) During the period from the date hereof until
the earlier to occur of (i) the end of the Offering Period (including any reinstatement thereof pursuant to the provisions
of Section 3) and (ii) the termination of this Agreement pursuant to Section 11, the Dealer Manager
will not (and will cause its affiliates to not) distribute or market any non-traded REIT significantly engaged in the acquisition,
ownership, leasing, operation and/or management of anchored shopping centers in the United States with a purchase price of less
than $20,000,000 (the “Target Activities”). For the avoidance of doubt, American Realty Capital Trust,
Inc. and American Realty Capital New York Recovery REIT Inc., to the extent the primary investment focus of each such entity remains
as set forth in such entity’s respective prospectus on file with the Commission as of the date hereof, shall not be considered
a non-traded REIT significantly engaged in the Target Activities for purposes of this Section 4(b).


 




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5. CONDITIONS TO THE DEALER MANAGER’S OBLIGATIONS.
The Dealer Manager’s obligations hereunder shall be subject to the following terms and conditions (and if all such conditions
are not satisfied or waived by the Dealer Manager on or before the initial Effective Date or at any time thereafter until the Termination
Date (as defined in Section 11(a)), then no funds shall be released (1) from the Escrow Account if the Dealer
Manager provides notice to this effect to the Company and the Escrow Agent, and (2) from the Deposit Account if the Dealer
Manager provides notice to this effect to the Company and Escrow Agent:


 


(a) The representations and warranties on the part
of the Company and the Sub-advisor contained in this Agreement hereof shall be true and correct in all material respects and the
Company and the Sub-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 Sub-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 that is required to be stated therein or is necessary to make the statements therein not misleading.


 


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


 




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(e) At or prior to the fifth business day following
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 5(d)),
the Dealer Manager shall have received from Deloitte & Touche 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 5(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 5(e).


 


(f) On the Effective Date the Dealer Manager shall
have received the opinion of DLA Piper LLP (US), counsel for the Company, and a supplemental “negative assurances”
letter from such counsel, each dated as of the Effective Date, and each 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, in their capacities as officers of the Company, dated as of the applicable date, to the effect that: (i) the representations
and warranties of the Company and the Sub-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 Sub-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.


 


6. COVENANTS OF THE COMPANY AND THE SUB-ADVISOR. The
Company and the Sub-advisor covenant and agree with the Dealer Manager as follows:


 


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


 


(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.


 




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(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 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.


 




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(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 its charter and by-laws 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 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 prepare (or cause to be prepared) all
Approved Sales Literature. Each of the Company and the Sub-advisor will not (and will cause its affiliates to not) (i) 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. Each of the Company and
the Sub-advisor shall:


 


(i) abide by and comply with (A) the privacy
requirements of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) that are applicable to it, (B) the
privacy requirements of any other applicable federal or state law that are applicable to it, 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


 




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


 


(m) DEALER MANAGER’S REVIEW OF PROPOSED AMENDMENTS
AND SUPPLEMENTS. Prior to amending or supplementing the Registration Statement, any preliminary prospectus or the Prospectus (including
any amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the
Dealer Manager for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such
proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without the Dealer
Manager’s consent, which consent shall not be unreasonably withheld or delayed; provided, however, that the Company
may file or use any such proposed amendment or supplement without the Dealer Manager’s prior consent if the Company is advised
by outside securities counsel that, at the time such advice is rendered, (i) the Company will be in imminent violation of
any federal or state securities law, rule or regulation applicable to it and its activities, including, without limitation, with
respect to the Offering and the sale of the Shares, or (ii) a suspension of the offer or sale of Shares in the Offering is
imminent, in each case if the Company does not promptly file or use any such proposed amendment or supplement.


 


(n) CERTAIN PAYMENTS. Without the prior consent
of the Dealer Manager, none of the Company, the Sub-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) DEPOSIT ACCOUNT AND ESCROW AGREEMENT. Upon the
Company’s delivery of notice to the Dealer Manager and the Escrow Agent that there are subscription funds from Persons unaffiliated
with the Company or the Advisor in the Escrow Account in a minimum aggregate amount of $2,500,000 in respect of Shares of the Company
and the Company desires to break escrow (the “Escrow Break Date”), 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 Escrow Agent that a condition set forth in Section 5 has not been satisfied or waived by the Dealer
Manager. Such restriction on withdrawal shall continue until the Dealer Manager notifies the Company and Escrow Agent that funds
in the Deposit Account can be released upon order of the Company.


 


The Company confirms that it is bound by the terms
of the Escrow Agreement. The Company agrees that it will not represent or imply that the Escrow Agent has investigated the desirability
or advisability of an investment in the Company or has approved, endorsed or passed upon the merits of an investment in the Shares,
nor will the Company use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares
other than by acknowledgment that it has agreed to serve as escrow agent.


 




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(p) REGULATORY FILINGS. Notwithstanding anything
herein to the contrary, the Company shall provide the Dealer Manager for its prior approval (not to be unreasonably withheld 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 (other
than any non-material correspondence in respect of Blue Sky matters) in connection with the Offering, this Agreement or any of
the transactions completed hereby.


 


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


 


(a) COMPLIANCE WITH LAWS; PROSPECTUS DELIVERY. 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 in connection with the Offering with all applicable
requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the Exchange Act Rules
and Regulations, (ii) all applicable state securities or blue sky laws and regulations in effect from time to time, and (iii) the
Rules of the FINRA applicable to the Offering, from time to time in effect, specifically including, but not in any way limited
to, Conduct Rules 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 2310 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. The use of any other sales material is expressly prohibited.


 




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(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 will 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 or the
Sub-advisor 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 or the Sub-advisor if such material
bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction.


 


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


 


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


 




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(e) SUITABILITY. The Dealer Manager will offer Shares,
and in its agreement with each Soliciting Dealer will require that the Soliciting Dealer offer Shares, only to Persons that it
has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or
memorandum sent to it by the Company and will only make offers to Persons in the states in which it is advised in writing by the
Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager
will comply, and in its agreements with the Soliciting Dealers, the Dealer Manager will require that the Soliciting Dealers comply,
with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation
the FINRA Conduct Rules and the provisions of Article III.C. and III.E. of the Statement of Policy Regarding Real Estate Investment
Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The
Dealer Manager agrees that in recommending the purchase of the Shares 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 its agreements with each Soliciting Dealer will require that each Soliciting Dealer 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 7(e).


 


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


 


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


 


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


 




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


 


(k) COOPERATION. Upon the expiration or earlier
termination of this Agreement, the Dealer Manager will use reasonable efforts to cooperate 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, provided that the Company shall not be in
material breach or default of this Agreement. The Dealer Manager will not be entitled to receive any additional fee in connection
with the foregoing provisions of this Section 7(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 6(l).


 


(m) PRIVACY REQUIREMENTS. The Dealer Manager shall:


 


(i) abide by and comply with (A) the privacy
requirements of the GLB Act that are applicable to the Dealer Manager, (B) the privacy requirements of any other applicable
federal or state law that are applicable to the Dealer Manager, and (C) its own internal privacy policies and procedures,
each as may be amended from time to time; and


 


(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.


 




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(n) ESCROW AGREEMENT. The Dealer Manager confirms
that it is bound by the terms of the Escrow Agreement. The Dealer Manager agrees that it will not represent or imply that the Escrow
Agent has investigated the desirability or advisability of an investment in the Company or has approved, endorsed or passed upon
the merits of an investment in the Shares, nor will the Dealer Manager use the name of the Escrow Agent in any manner whatsoever
in connection with the offer or sale of the Shares other than by acknowledgment that it has agreed to serve as escrow agent.


 


8. EXPENSES.


 


(a) Subject to Sections 8(b) and 8(c),
the Dealer Manager shall pay all 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 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) filing fees incurred in connection with any
required filing with FINRA in connection with the review of the underwriting terms and arrangements of the Offering by FINRA;


 


(iv) subject to the limitations contained in Section 11.1
of the Sub-Advisory Agreement, all the expenses of agents of the Company, excluding the Dealer Manager, incurred in connection
with performing marketing and advertising services for the Company; and


 


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


 


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


 




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9. INDEMNIFICATION.


 


(a) INDEMNIFIED PARTIES DEFINED. For the purposes
of this Agreement, an “Indemnified Party” shall mean a Person entitled to indemnification under Section 9,
as well as such Person’s officers, directors (including with respect to the Company, any Person named in the Registration
Statement with his consent as about to become a director), 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 Sub-advisor,
any material breach of a covenant contained herein by the Company or the Sub-advisor, or any material failure by the Company or
the Sub-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 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, and the Company will reimburse each Soliciting Dealer or the Dealer Manager, and their respective Indemnified
Parties, for any reasonable legal or other expenses incurred by such Soliciting Dealer or the Dealer Manager, and their respective
Indemnified Parties, in connection with investigating or defending such loss, claim, expense, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such loss, claim, expense, damage or liability
arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company by the Dealer Manager expressly for use in the Registration
Statement or any post-effective amendment thereof or the Prospectus or any such amendment thereof or supplement thereto. This indemnity
agreement will be in addition to any liability which the Company may otherwise have.


 




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Notwithstanding the foregoing, as required by the
Company’s charter and Section II.G. of the NASAA REIT Guidelines, the indemnification and agreement to hold harmless provided
in this Section 9(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 SUB-ADVISOR. The Dealer Manager will indemnify, defend and hold harmless the Company, the Sub-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 an agreement
or 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; 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 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; or (iv) any
use of sales literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Approved Sales
Literature. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection
with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition
to any liability which the Dealer Manager may otherwise have.


 




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


 


(e) ACTION AGAINST PARTIES; NOTIFICATION. Promptly
after receipt by any Indemnified Party under this Section 9 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 9, 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. Any
indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any
claim or action effected without the consent of such indemnified party.


 


(f) REIMBURSEMENT OF FEES AND EXPENSES. An indemnifying
party under Section 9 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
REIT 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.


 




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(ii) In any case of indemnification other than that
described in Section 9(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 selected 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.


 


10. CONTRIBUTION.


 


(a) If the indemnification provided for in Section 9
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.


 






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(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 10 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 10. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section 10
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 10,
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 10,
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 10 are several in proportion to the number of Shares sold by each Soliciting Dealer in the Primary
Offering and not joint.


 




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11. TERMINATION OF THIS AGREEMENT.


 


(a) TERM; EXPIRATION. This Agreement shall be deemed
to have become effective on the initial Effective Date and the obligations of the parties hereunder shall not commence until the
initial Effective Date; provided, however, that the obligations of the parties under Sections 3(e), 8,
9, 10 and 12 and this Section 11 shall be deemed to have commenced on, and shall be deemed effective
as of January 11, 2010. Unless earlier terminated pursuant to Section 11(b) or 11(c), this Agreement shall
expire at the end of the Offering Period (subject to reinstatement of the Offering Period pursuant to the provisions of Section 3).
This Agreement (i) may be earlier terminated by the Company pursuant to Section 11(b), and (ii) may be earlier
terminated by the Dealer Manager pursuant to Section 11(c).


 


Notwithstanding the foregoing and anything herein
to the contrary, any reinstatement of the Offering Period pursuant to the provisions of Section 3 shall be deemed to
rescind any expiration of this Agreement. Any such reinstatement of the Offering Period shall not affect the ability of the Company
or the Dealer Manager subsequently to terminate this Agreement pursuant to Section 11(b) or 11(c), respectively.


 


The date upon which this Agreement shall have expired
or been terminated earlier shall be referred to in this Agreement as the “Termination Date”.


 


(b) TERMINATION BY THE COMPANY. If any of the following
events as detailed below occur, the Company has the option to terminate this Agreement immediately:


 


(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;


 


(iv) The Effective Date has not occurred by October 31,
2010;


 




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(v) The Company has not sold at least 5,000,000
Shares in the Primary Offering by investors unaffiliated with the Company or the Advisor by the first anniversary of the Escrow
Break Date;


 


(vi) The Company has not sold at least 30,000,000
Shares in the Primary Offering by investors unaffiliated with the Company or the Advisor by the second anniversary of the Escrow
Break Date;


 


(vii) The Company has not sold at least 60,000,000
Shares in the Primary Offering by investors unaffiliated with the Company or the Advisor by the third anniversary of the Escrow
Break Date;


 


(viii) There shall have occurred an event, circumstance,
occurrence, fact, condition, change or effect, individually or in the aggregate, that materially affects or would reasonably be
expected to materially affect the Dealer Manager’s ability to perform its services under this Agreement and such event, circumstance,
occurrence, fact, condition, change or effect has not ceased to exist within 30 days of receiving notice of such material adverse
change from the Company; or


 


(ix) If both William Kahane and Nicholas Schorsch
cease to be actively involved in the management of the Dealer Manager.


 


As used above, “Cause”
means: (A) 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
(B) a material breach of this Agreement by the Dealer Manager which materially affects adversely affects the Dealer Manager’s
ability to perform its duties, provided that (1) the Dealer Manager does not cure any such material breach within 30 days
of receiving notice of such material breach from the Company, or (2) if such material breach is not of a nature that can be
remedied within such 30-day period, the Dealer Manager does not diligently take all reasonable steps to cure such breach and does
not cure such breach within 60 days of receiving notice of such material breach.


 


(c) TERMINATION BY DEALER MANAGER. The Dealer Manager
has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period, 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;


 




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(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 which is conducted or contemplated to be conducted, or a material change in the manner of how such business
is conducted or contemplated to be conducted, by the Company, 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;


 


(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;


 


(viii) The Company materially reduces its dividend
or suspends or terminates its share redemption program, in each case without the prior written consent of the Dealer Manager;


 


(ix) There is a material adverse change in the value
of the Company’s common shares that materially adversely affects the marketability of its shares; or


 


(x) The initial Effective Date has not occurred
by October 31, 2010.


 


As used above, “Good Reason”
means: (A) fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Company’s obligations
under this Agreement; or (B) a material breach of this Agreement by the Company, provided that (1) the Company does not
cure any such material breach within 30 days of receiving notice of such material breach from the Dealer Manager, or (2) if
such material breach is not of a nature that can be remedied within such 30-day period, the Company does not diligently take all
reasonable steps to cure such breach and does not cure such breach within 60 days of receiving notice of such material breach,
unless extended by mutual consent of the parties.


 




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(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.


 


12. MISCELLANEOUS.


 


(a) SURVIVAL. The following provisions of the Agreement
shall survive the expiration or earlier termination of this Agreement: Section 3(d); Section 6(l); Sections
7(f), 7(k) and 7(n); Section 8; Section 9; Section 10; Section 11;
and Section 12. 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 required or permitted hereunder (each a “Notice”) shall be in writing and shall be:
(i) delivered personally or by commercial messenger; (ii) sent by a recognized overnight courier service; or (iii) 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:	Phillips Edison – ARC Shopping Center REIT Inc.
	 	11501 Northlake Drive
	 	Cincinnati, Ohio 45249
	 	Facsimile No.: (513) 965-5660
	 	Attention: John Bessey
	 	 
	 	and
	 	 
	 	175 E. 400 South
	 	Suite 402
	 	Salt Lake City, Utah 84111
	 	Facsimile No.: (801) 521-6952
	 	Attention: Jeff Edison
	 	 
	 	with a copy to (which shall not constitute a Notice):
	 	 
	 	DLA Piper US LLP
	 	4141 Parklake Avenue, Suite 300
	 	Raleigh, NC 27612-2350
	 	Facsimile No.: (919) 786-2202
	 	Attention: Robert H. Bergdolt, Esq.


  




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	If to the Dealer Manager:	Realty Capital Securities, LLC
	 	Three Copley Place, Suite 3300B
	 	Boston, MA 02116
	 	Facsimile No.: (857) 207-3399
	 	Attention: Louisa Quarto
	 	   President
	 	 
	 	with a copy to (which shall not constitute a Notice):
	 	 
	 	Proskauer Rose LLP
	 	1585 Broadway
	 	New York, NY 10036
	 	Facsimile No: (212) 969-2900
	 	Attention: Peter M. Fass, Esq.
	 	   James P. Gerkis, Esq.
	 	 
	If to the Sub-advisor:	Phillips Edison NTR LLC
	 	11501 Northlake Drive
	 	Cincinnati, Ohio 45249
	 	Facsimile No.: (513) 965-5660
	 	Attention: John Bessey
	 	 
	 	and
	 	 
	 	175 E. 400 South
	 	Suite 402
	 	Salt Lake City, Utah 84111
	 	Facsimile No.: (801) 521-6952
	 	Attention: Jeff Edison


  


Any party may change its address specified above
by giving each party Notice of such change in accordance with this Section 12(b). Each Notice shall be effective and
deemed given upon actual receipt (or refusal of receipt).


 


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


 


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


 




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(f) 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.


 


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


 


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


 


(g) 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 or one another, and instead, this Agreement only shall constitute the Dealer Manager as a broker authorized by
the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement,
the Prospectus or this Agreement. Nothing herein contained shall render the Dealer Manager or the Company liable for the obligations
of any of the Soliciting Dealers or one another.


 


(h) THIRD PARTY BENEFICIARIES. Except for the Persons
referred to in Section 9 and Section 10, 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 9
and Section 10, 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 9 and Section 10
shall be a third party beneficiary of this Agreement.


 




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(i) 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 amended, supplemented or waived
other than by an agreement in writing between the parties hereto; provided, however, the Dealer Manager may unilaterally
waive at any time the provisions of the third paragraph of Section 3 upon notice to the Company.


 


(j) 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.


 


(k) ACCESS TO INFORMATION. The Company shall 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. The Dealer Manager and the
Company shall meet on a regular basis (frequency to be determined by mutual agreement of the parties) to discuss and consult with
one another regarding the Offering and shall cause their respective principals to meet in person or by phone with representatives
of the other upon the reasonable request of the other party. The Dealer Manager will provide the Company with information regarding
the Offering, including without limitation, copies of any agreements with Soliciting Dealers and access to books and records in
respect of marketing efforts, as reasonably requested by the Company.


 


(l) 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.


 


(m) ABSENCE OF FIDUCIARY RELATIONSHIPS. The parties
acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company, the Advisor or the Sub-advisor is
solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, the Sub-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.


 




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(n) 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.


 


(o) 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.


 


(p) 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.


 


(q) CONSTRUCTION. For the avoidance of doubt, none
of the Company, the Sub-advisor, any subsidiary of the Company, any subsidiary of the Sub-advisor and any other Person controlled
by, controlling or under common control with Phillips Edison & Company shall be an affiliate of the Dealer Manager.


 


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


 


[Signatures on following page]


 




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





 


	 	COMPANY:
	 	 
	 	PHILLIPS EDISON – ARC SHOPPING

CENTER REIT INC.
	 	 	 
	 	By:	     /s/ JOHN B. BESSEY
	 	 	Name: John B. Bessey
	 	 	Title: President


 


	 	SUB-ADVISOR:
	 	 
	 	PHILLIPS EDISON NTR LLC
	 	 	 
	 	By:	     /s/ JOHN B. BESSEY
	 	 	Name: John B. Bessey
	 	 	Title: President





 


	Accepted as of the date first above written:	 
	 	 
	DEALER MANAGER:	 
	 	 
	REALTY CAPITAL SECURITIES, LLC	 
	 	 	 
	By:	     /s/ LOUISA QUARTO	 
	 	Name: Louisa Quarto	 
	 	Title: President	 


  


[Signature Page to Second Amended and
Restated Exclusive Dealer Manager Agreement among Phillips Edison – ARC Shopping Center REIT Inc., Phillips Edison NTR LLC
and Realty Capital Securities, LLC] 


 




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