Exhibit 10.1


 


FORM OF SUBSCRIPTION ESCROW AGREEMENT


 


THIS SUBSCRIPTION ESCROW
AGREEMENT dated as of             , 2013 (this “Agreement”),
is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), Phillips Edison – ARC Grocery
Center REIT II, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).


 


WHEREAS, the Company intends to raise
funds from Investors (as defined below) pursuant to a public offering (the “Offering”) for gross proceeds of
not less than $2,000,000 (the “Minimum Amount”) nor more than $2,000,000,000 from the sale of shares
of common stock, par value $0.01 per share, of the Company (the “Securities”), pursuant to the registration
statement on Form S-11 of the Company (No. 333-190588) (as amended, the “Offering Document”) a copy of which
is attached as Exhibit A hereto.


 


WHEREAS, the Company desires to establish
an escrow account with the Escrow Agent for funds contributed by the Investors with the Escrow Agent in accordance with the Offering
Document, to be held for the benefit of the Investors and the Company until such time as (i) in the case of subscriptions received
from residents of Pennsylvania (“Pennsylvania Investors”), aggregate subscriptions from all Investors
equal $100,000,000 (the “Pennsylvania Minimum Amount”) and (ii) in the case of subscriptions received from all
other Investors, aggregate subscriptions from all Investors equal the Minimum Amount, in each case in accordance with the terms
and subject to the conditions of this Agreement.


 


WHEREAS, the Escrow
Agent is willing to accept appointment as escrow agent only for the express duties set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:


 


1.          Proceeds
to be Escrowed. On or before the first date of the Offering, the Company shall establish an escrow account with the Escrow
Agent to be invested in accordance with Section 8 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS OF
COMMON STOCK OF PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC.” (including such abbreviations as may be required
to comply with the Escrow Agent’s systems) (the “Escrow Account”). All checks, wire transfers and other
funds received from subscribers of Securities (“Investors”, which term shall also include Pennsylvania Investors
unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to
the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its
agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. During
the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it in payment for
the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account.


 


The Company shall,
and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Investors
in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in
this regard.


 


The Escrow Agent shall
have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds.
If any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been
released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such,
upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or
responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend
or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable
laws or to eliminate practices that are not consistent with the purposes of the Offering.


 




    	 



    	 



    

 


2.          Investors.
Investors will be instructed by the Dealer Manager or any soliciting dealers retained by the Dealer Manager in connection with
the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments
of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR PHILLIPS EDISON
– ARC GROCERY CENTER REIT II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned
to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt
of instruments of payment from the Offering, the Company or the Dealer Manager shall furnish the Escrow Agent with a list of the
Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed
for purchase, the amount paid and whether such Investors are Pennsylvania Investors. The information comprising the identity of
Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto
as Exhibit B (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon
the List of Investors in determining whether Investors are Pennsylvania Investors, and shall have no duty to independently determine
or verify the same. 


 


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


  


All Investor Funds
deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or
creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands
and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall
become the property of the Company, or any other entity except as released to the Company pursuant to Sections 3 or 4
hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its
obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The
Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.


 


3.          Disbursement
of Funds. Once proceeds from the sale of Securities equal the Minimum Amount (excluding proceeds from Pennsylvania Investors),
the Company shall notify the Escrow Agent of the same in writing. Further, if the Minimum Amount has not been sold on or prior
to the Termination Date, the Company shall notify the Escrow Agent in writing of such. At the end of the third business day following
the Termination Date (as defined in Section 5), the Escrow Agent shall notify the Company of the amount of the Investor
Funds received. If the Minimum Amount has been obtained on or before the Termination Date, the Escrow Agent shall promptly notify
the Company and, upon receiving acknowledgement of such notice and written instructions from the Company’s Chief Executive
Officer, Co-President or Chief Financial Officer to disburse the Investor Funds, subject to this Section 3, the Escrow Agent
shall disburse to the Company, by check or wire transfer, the funds in the Escrow Account, except for amounts payable by the Company
to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that funds
in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release
the funds from the Company’s Chief Executive Officer, Co-President or Chief Financial Officer.


 


If the Company notifies
the Escrow Agent in writing that the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall,
promptly following the Termination Date, but in no event more than ten (10) business days after the Termination Date, refund to
each Investor by check, funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent
if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided
on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable
to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors
who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors),
the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with Internal
Revenue Service (“IRS”) regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to
remit any payments until funds represented by such payments have been collected by the Escrow Agent. 


  




    	 



    	 



    

 


If the Escrow Agent
receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent
shall pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of
the rejection, by first class United States Mail at the address provided on the List of Investors, or at such other address as
shall be furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Securities and received
by the Escrow Agent, together with the interest earned on such Investor Funds (determined in accordance with the terms and conditions
specified herein).


 


4.          Disbursement
of Proceeds for Pennsylvania Investors. Notwithstanding the foregoing, proceeds from Pennsylvania Investors will not count
towards meeting the Minimum Amount for purposes of Section 3. Proceeds received from Pennsylvania Investors will not be
released from the Escrow Account until the Pennsylvania Minimum Amount is obtained. If the Pennsylvania Minimum Amount is obtained
at any time prior to the Termination Date, the Escrow Agent shall promptly notify the Company and, upon receiving acknowledgement
of such notice and written instructions from the Company’s Chief Executive Officer, Co-President or Chief Financial Officer,
the Escrow Agent shall disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing proceeds
from Pennsylvania Investors, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this
Agreement that remain outstanding. The Escrow Agent agrees that the Pennsylvania Minimum Amount in the Escrow Account shall not
be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s
Chief Executive Officer, Co-President or Chief Financial Officer.


 


If the Pennsylvania
Minimum Amount has not been obtained prior to the Termination Date, upon written instructions from the Company’s Chief Executive
Officer, Co-President or Chief Financial Officer, the Escrow Agent shall promptly refund to each Pennsylvania Investor by check
funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments
have not been processed for collection prior to such time, directly to each Pennsylvania Investor at the address provided on the
List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each
Pennsylvania Investor’s investment in accordance with the terms and conditions specified herein, except that in the case
of Investors who have not provided an executed Form W-9 or substitute Form W-9, the Escrow Agent shall withhold the applicable
percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the
Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow
Agent.


  


If the Escrow Agent
is not in receipt of evidence of subscriptions accepted on or before the close of business on such date that is 120 days after
the date that the Company first accepts a subscription from a Pennsylvania Investor (which date the Company or the Dealer Manager
will provide to the Escrow Agent in writing) (the “Initial Escrow Period”), and instruments of payment dated
not later than that date, for the purchase of Securities providing for total purchase proceeds from all nonaffiliated sources that
equal or exceed the Pennsylvania Minimum Amount, the Escrow Agent shall promptly notify the Company. Thereafter, the Company or
its agents shall send to each Pennsylvania Investor by certified mail within ten (10) calendar days after the end of the Initial
Escrow Period a notification substantially in the form of Exhibit F. If, pursuant to such notification, a Pennsylvania Investor
requests the return of his or her Investor Funds within ten (10) calendar days after receipt of the notification (the “Request
Period”), the Escrow Agent shall promptly refund directly to each Pennsylvania Investor the collected funds deposited
in the Escrow Account on behalf of such Pennsylvania Investor or shall return the instruments of payment delivered, but not yet
processed for collection prior to such time, to the address provided on the List of Investors, upon which the Escrow Agent shall
be entitled to rely, together with interest income earned as determined in accordance with the terms and conditions specified herein
(which interest shall be paid within five business days after the first business day of the succeeding month). Notwithstanding
the above, if the Escrow Agent has not received an executed Form W-9 or substitute Form W-9 for such Pennsylvania Investor, the
Escrow Agent shall thereupon remit an amount to such Pennsylvania Investor in accordance with the provisions hereof, withholding
the applicable percentage for backup withholding in accordance with IRS regulations, as then in effect, from any interest income
earned on Investor Funds (determined in accordance with the terms and conditions specified herein) attributable to such Pennsylvania
Investor. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented
by such payments. 


 




    	 



    	 



    

 


The Investor Funds
of Pennsylvania Investors who do not request the return of their Investor Funds within the Request Period shall remain in the Escrow
Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically
upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and
payment procedure set forth above with respect to the Initial Escrow Period for each Successive Escrow Period until the occurrence
of the earliest of (i) the Termination Date, (ii) the receipt and acceptance by the Company of subscriptions for the purchase of
Securities with total purchase proceeds that equal or exceed the Pennsylvania Minimum Amount and the disbursement of the Escrow
Account on the terms specified herein, and (iii) all funds held in the Escrow Account having been returned to the Pennsylvania
Investors in accordance with the provisions hereof.


 


5.          Term
of Escrow. The “Termination Date” shall be the earliest of: (i) , 2014, the one year anniversary of the
date the Offering Document was initially declared effective by the SEC, if the Minimum Amount has not been obtained prior to such
date; (ii) the date on which all funds held in the Escrow Account are distributed to the Company or to Investors pursuant to Section
3 and for Pennsylvania Investors, Section 4 and the Company has informed the Escrow Agent in writing to close the Escrow
Account; (iii) the date the Escrow Agent receives written notice from the Company that it is abandoning the sale of the Securities;
and (iv) the date the Escrow Agent receives notice from the SEC or any other federal regulatory authority that a stop or similar
order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days. After the
Termination Date, the Company and its agents shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing
payments by prospective Investors.


  


6.          Duty
and Liability of the Escrow Agent. The sole duty of the Escrow Agent shall be to receive Investor Funds and hold them subject
to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Company or the Dealer
Manager is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the
Investor Funds to the Escrow Agent. No other agreement entered into between the parties, or any of them, shall be considered as
adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to
herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, including specifically but without limitation,
the Offering Document or any other document related to the Offering (including the subscription agreement and exhibits thereto),
and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall not
be responsible for or be required to enforce any of the terms or conditions of the Offering Document or any other document related
to the Offering (including the subscription agreement and exhibits thereto) or other agreement between the Company and any other
party. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request,
consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or
other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. Concurrent with the
execution of this Agreement, the Company and the Dealer Manager shall each deliver to the Escrow Agent an authorized signers form
in the form of Exhibit C or Exhibit C-1 to this Agreement, as applicable. The Escrow Agent shall be under no obligation
to institute or defend any action, suit or proceeding in connection with this Agreement unless first reasonably indemnified to
its satisfaction. The Escrow Agent may reasonably consult counsel of its own choice with respect to any question arising under
this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel,
except as otherwise provided herein. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except
to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct
was the primary cause of loss. The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations,
fiduciary or otherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no implied duties,
covenants or obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent. In the event of any
disagreement between any of the parties to this Agreement, or between any of them and any other person, including any Investor,
resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that
the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply
with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such
doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure
or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested
parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have
been adjudged and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified
thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow Agent may in its discretion obey the order,
judgment, decree or levy of any court, whether with or without jurisdiction and the Escrow Agent is hereby authorized in its sole
discretion to comply with and obey any such orders, judgments, decrees or levies. If any controversy should arise with respect
to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent
jurisdiction to determine the rights of the parties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN
IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The parties
hereto agree that the Escrow Agent has no role in the preparation of the Offering Document or any other document related to the
Offering (including the subscription agreement and exhibits thereto) and makes no representations or warranties with respect to
the information contained therein or omitted therefrom. The Escrow Agent shall have no obligation, duty or liability with respect
to compliance with any federal or state securities, disclosure or tax laws concerning the Offering Document or any other document
related to the Offering (including the subscription agreement and exhibits thereto) or the issuance, offering or sale of the Securities.
The Escrow Agent shall have no duty or obligation to monitor the application and use of the Investor Funds once transferred to
the Company, that being the sole obligation and responsibility of the Company. 


  




    	 



    	 



    

 


7.          Escrow
Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached
hereto as Exhibit D, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder
is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however,
that if (i) the conditions for the disbursement of funds under this Agreement are not fulfilled, (ii) the Escrow Agent renders
any material service not contemplated in this Agreement, (iii) there is any assignment of interest in the subject matter of this
Agreement, (iv) there is any material modification hereof, (v) if any material controversy arises hereunder, or (vi) the Escrow
Agent is made a party to any litigation pertaining to this Agreement, or the subject matter hereof, then the Escrow Agent shall
be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s
fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. The Company’s
obligations under this Section 7 shall survive the resignation or removal of the Escrow Agent and the assignment or termination
of this Agreement.


 


8.          Investment
of Investor Funds. The Investor Funds shall be deposited in the Escrow Account in accordance with Section 1. The Escrow
Agent is hereby directed to invest all funds received under this Agreement, including principal and interest in, the UMB Bank Money
Market Deposit Account, as directed in writing in the form of Exhibit E to this Agreement. The Escrow Agent shall invest
the Investor Funds in alternative investments in accordance with written instructions as may from time to time be provided to the
Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company to the contrary, the
Escrow Agent is hereby directed to invest the Investor Funds in the UMB Bank Money Market Deposit Account. Notwithstanding the
foregoing, Investor Funds shall not be invested in anything other than “Short Term Investments” in compliance with
Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The following are not permissible investments: (a) money market
mutual funds; (b) corporate debt or equity securities; (c) repurchase agreements; (d) banker’s acceptance; (e) commercial
paper; and (f) municipal securities. Any interest received by the Escrow Agent with respect to the Investor Funds, including reinvested
interest shall become part of the Investor Funds, and shall be disbursed pursuant to Section 3 and for Pennsylvania Investors,
Section 4.


  


The Escrow Agent shall
be entitled to sell or redeem any such investments as necessary to make any payments or distributions required under this Agreement.
The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment made pursuant to this
Agreement, or for any loss resulting from the sale of such investment. The parties acknowledge that the Escrow Agent is not providing
investment supervision, recommendations, or advice. 


 




    	 



    	 



    

 


On or prior to the
date of this Agreement, the Company shall provide the Escrow Agent with a certified tax identification number by furnishing an
appropriate IRS form W-9 or W-8 (or substitute form W-9 or W-8) and other forms and documents that the Escrow Agent may reasonably
request, including without limitation a tax form for each Investor. The Company understands that if such tax reporting documentation
is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to
withhold a portion of any interest or other income earned on the Investor Funds pursuant to this Agreement. For tax reporting purposes,
all interest and other income from investment of the Investor Funds shall, as of the end of each calendar year and to the extent
required by the IRS, be reported as having been earned by the party to whom such interest or other income is distributed, in the
year in which it is distributed.


 


The Company agrees
to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and
other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Agreement
unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent
jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this Section
shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.


 


9.          Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission
if sent by facsimile/email transmission bearing an authorized signature to the facsimile number/email address given below, and
written confirmation of receipt is obtained promptly after completion of transmission, (c) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service, or (d) on the
fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed, return receipt requested, to the party as follows:


 


If to the Company:


 


Phillips Edison – ARC Grocery Center REIT II,
Inc.


11501 Northlake Drive

Cincinnati, Ohio 45249

Fax: (513) 965-5660

Attention: R. Mark Addy, Co-President and Chief Operating Officer


 


with a copy to:


 


Proskauer Rose LLP

Eleven Times Square

New York, NY 10036-8299

Telephone: (212) 969-3000

Fax: (212) 969-2900

Attention: Peter M. Fass, Esq.


 




    	 



    	 



    

 


If to the Dealer Manager:


 


Realty Capital Securities, LLC

Three Copley Place

Suite 3300

Boston, Massachusetts 02116

Attention: Louisa H. Quarto, President


  


with a copy to:


 


Proskauer Rose LLP

Eleven Times Square

New York, NY 10036-8299

Telephone: (212) 969-3000

Fax: (212) 969-2900

Attention: Peter M. Fass, Esq.


 


and:


 


Phillips Edison – ARC Grocery Center REIT II,
Inc.


11501 Northlake Drive

Cincinnati, Ohio 45249

Fax: (513) 965-5660

Attention: R. Mark Addy, Co-President and Chief Operating Officer


  


If to Escrow Agent:


 


UMB Bank, N.A.

1010 Grand Blvd., 4th Floor

Mail Stop: 1020409

Kansas City, Missouri 64106

Attention: Lara Stevens, Corporate Trust

Telephone: (816) 860-3017

Facsimile: (816) 860-3029


Email: lara.stevens@umb.com


 


Any party may change its address for purposes
of this Section by giving the other party written notice of the new address in the manner set forth above.


 


10.         Indemnification
of Escrow Agent. The Company and the Dealer Manager hereby agree to, jointly and severally, indemnify, defend and hold harmless
the Escrow Agent from and against, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable
counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against
the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless
such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily
caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section shall survive the termination
of this Agreement and the resignation or removal of the Escrow Agent.


 


11.         Successors
and Assigns. Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written
consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto. Any corporation or association into which the Escrow Agent may be converted or merged,
or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business
and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale,
merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this
Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution
or filing of any instrument or paper or the performance of any further act.


 




    	 



    	 



    

 


12.         Governing
Law; Jurisdiction. This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the internal
laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. 


 


13.         Severability.
If any provision of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable,
said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain
in full force and effect.


 


14.         Amendments;
Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions
hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving
compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty
contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver
of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.
The Company and the Dealer Manager agree that any requested waiver, modification or amendment of this Agreement shall be consistent
with the terms of the Offering.


  


15.         Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the escrow
contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with
regard to such escrow.


 


16.         Section
Headings. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.


 


17.         Counterparts.
This Agreement may be executed (including by facsimile transmission) in counterparts, each of which shall be deemed an original,
but all of which shall constitute the same instrument.


 


18.         Resignation.
The Escrow Agent may resign upon 30 days’ advance written notice to the parties hereto. If a successor escrow agent is not
appointed by the Company within the 30-day period following such notice, the Escrow Agent may petition any court of competent jurisdiction
to name a successor escrow agent, or may interplead the Investor Funds with such court, whereupon the Escrow Agent’s duties
hereunder shall terminate.


 


19.         References
to Escrow Agent. Other than the Offering Document, any of the other documents related to the Offering (including the subscription
agreement and exhibits thereto) and any amendments thereof or supplements thereto, no printed or other matter in any language (including,
without limitation, notices, reports and promotional material) which mentions the Escrow Agent’s name or the rights, powers,
or duties of the Escrow Agent shall be issued by the Company or the Dealer Manager, or on the Company’s or the Dealer Manager’s
behalf, unless the Escrow Agent shall first have given its specific written consent thereto. Notwithstanding the foregoing, any
amendment or supplement to the Offering Document or any other document related to the Offering (including the subscription agreement
and exhibits thereto) that revises, alters, modifies, changes or adds to the description of the Escrow Agent or its rights, powers
or duties hereunder shall not be issued by the Company or the Dealer Manager, or on the Company’s or Dealer Manager’s
behalf, unless the Escrow Agent has first given specific written consent thereto.


 


20.         Patriot
Act Compliance; OFAC Search Duties. The Company shall provide to the Escrow Agent upon the execution of this Agreement any
documentation requested and any information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001,
as amended from time to time. The Escrow Agent, or its agent, shall complete a search with the Office of Foreign Assets Control
(“OFAC Search”), in compliance with its policy and procedures, of each subscription check for the purchase of
Securities and shall inform the Company if a subscription check for the purchase of Securities fails the OFAC Search.


 




    	 



    	 



    

 


IN WITNESS
WHEREOF, the parties hereto have caused this Subscription Escrow Agreement to be executed the date and year first set forth above.


 


PHILLIPS EDISON – ARC GROCERY CENTER
REIT II, INC.


 


	By:	 	 
	 	Name: R. Mark Addy	 
	 	Title: Co-President and Chief Operating Officer
	 	 	 
	REALTY CAPITAL SECURITIES, LLC	 
	 	 	 
	By:	 	 
	 	Name: Louisa H. Quarto	 
	 	Title: President	 
	 	 	 
	UMB BANK, N.A., as Escrow Agent	 
	 	 	 
	By:	 	 
	 	Name: Lara L. Stevens	 
	 	Title: Vice President	 


 




    	 



    	 



    

 


Exhibit A


 


Copy of Offering Document


 




    	 



    	 



    

 


Exhibit B


 


List of Investors


 


Pursuant to the Subscription Escrow Agreement
dated as of              , 2013, among Realty Capital Securities, LLC,
Phillips Edison – ARC Grocery Center REIT II, Inc. (the “Company”), and UMB Bank, N.A. (the “Escrow
Agent”), the Company hereby certifies that the following Investors have paid money for the purchase of shares of the
Company’s common stock, par value $0.01, and the money has been deposited with the Escrow Agent:


 


		1.	Name of Investor



Address

Tax Identification Number

Amount of Securities subscribed for

Amount of money paid and deposited with Escrow Agent

Is Investor a resident of Pennsylvania (Yes or No)?


 


		2.	Name of Investor



Address

Tax Identification Number

Amount of Securities subscribed for

Amount of money paid and deposited with Escrow Agent

Is Investor a resident of Pennsylvania (Yes or No)?


 


 


	Dated:	 	 


 


PHILLIPS EDISON – ARC GROCERY CENTER
REIT II, INC.


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 


 




    	 



    	 



    

 


Exhibit C


 


CERTIFICATE AS TO AUTHORIZED SIGNATURES


 


Account Name:


 


Account Number:


 


The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as Authorized Representatives of Phillips Edison – ARC
Grocery Center REIT II, Inc. and are authorized to initiate and approve transactions of all types for the above-mentioned account
on behalf of Phillips Edison – ARC Grocery Center REIT II, Inc.


 


	Name/Title	Specimen Signature
	 	 
	Jeffrey S. Edison 	 
	Chief Executive Officer	Signature
	 	 
	R. Mark Addy	 
	Co-President and Chief Operating Officer	Signature
	 	 
	John B. Bessey 	 
	Co-President and Chief Investment Officer	Signature
	 	 
	Devin I. Murphy	 
	Chief Financial Officer, Treasurer and Secretary	Signature


 




    	 



    	 



    

 


Exhibit C-1


 


CERTIFICATE AS TO AUTHORIZED SIGNATURES


 


Account Name:


 


Account Number:


 


The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as Authorized Representatives of Realty Capital Securities,
LLC and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of Realty Capital
Securities, LLC.


 


	Name/Title	Specimen Signature
	 	 
	Edward M. Weil, Jr.	 
	Chief Executive Officer	Signature
	 	 
	Louisa H. Quarto	 
	President	Signature
	 	 
	John H. Grady	 
	Chief Operating Officer and Chief Compliance Officer	Signature


 




    	 



    	 



    

 


Exhibit D


 


ESCROW FEES AND EXPENSES


 


Acceptance Fee


 


Review escrow agreement, establish account $3,000

DST Agency Engagement (if applicable) $250


 


Annual Fees


 


Annual Escrow Agent $2,500

BAI Files $50 per month

Outgoing Wire Transfer $15 each

Daily Recon File to Transfer Agent $2.50 per Bus. Day

Web Exchange Access $15 per month

Overnight Delivery/Mailings $16.50 each

IRS Tax Reporting $10 per 1099


 


Fees specified are for the regular, routine
services contemplated by the Subscription Escrow Agreement, and any additional or extraordinary services, including, but not limited
to disbursements involving a dispute or arbitration, or administration while a dispute, controversy or adverse claim is in existence,
will be charged based upon time required at the then standard hourly rate. In addition to the specified fees, all expenses related
to the administration of the Subscription Escrow Agreement (other than normal overhead expenses of the regular staff) such as,
but not limited to, travel, postage, shipping, courier, telephone, facsimile, supplies, legal fees, accounting fees, etc., will
be reimbursable.


 


Acceptance fee and first year Annual Escrow
Agent fee will be payable at the initiation of the escrow. Thereafter, the Annual Escrow Agent fees will be billed in advance and
transactional fees will be billed in arrears. Other fees and expenses will be billed as incurred.


 




    	 



    	 



    

 


Exhibit E


 


Agency and Custody Account Direction

For Cash Balances

UMB Bank Money Market Deposit Accounts


 


Direction to use the following UMB Bank
Money Market Deposit Accounts for Cash Balances for the escrow account (the “Account”) created under the Subscription
Escrow Agreement to which this Exhibit E is attached.


 


You are hereby directed to deposit, as
indicated below, or as we shall direct further in writing from time to time, all cash in the Account in the following money market
deposit account of UMB Bank, N.A. (“Bank”):


 


UMB Bank Money Market Deposit Account (“MMDA”)


 


We understand that amounts on deposit in
the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”),
in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up
to a total of $250,000.


 


We acknowledge that we have full power
to direct investments in the Account.


 


We understand that we may change this direction
at any time and that it shall continue in effect until revoked or modified by us by written notice to you.


 


Phillips Edison – ARC Grocery Center
REIT II, Inc.


 


	By:	 	 	 
	 	Signature	 	 
	 	 	 	 
	 	 	 
	Date	 	 


 




    	 



    	 



    

 


Exhibit F


 


[Form of Notice to Pennsylvania Investors]


 


You have tendered a subscription to purchase
shares of common stock of Phillips Edison – ARC Grocery Center REIT II, Inc. (the “Company”). Your subscription
is currently being held in escrow. The guidelines of the Pennsylvania Securities Commission do not permit the Company to accept
subscriptions from Pennsylvania residents until an aggregate of $100,000,000 of gross offering proceeds have been received by the
Company. The Pennsylvania guidelines provide that until this minimum amount of offering proceeds is received by the Company, every
120 days during the offering period Pennsylvania Investors may request that their subscription be returned. If you wish to continue
your subscription in escrow until the Pennsylvania minimum subscription amount is received, nothing further is required.


 


If you wish to terminate your subscription
for the Company’s common stock and have your subscription returned please so indicate below, sign, date, and return to the
Escrow Agent, UMB Bank, N.A. at 1010 Grand Blvd., 4th Floor, Mail Stop: 1020409, Kansas City, Missouri 64106, Attn: Lara Stevens,
Corporate Trust.


 


I hereby terminate my prior subscription
to purchase shares of common stock of Phillips Edison – ARC Grocery Center REIT II, Inc. and request the return of my subscription
funds. I certify to Phillips Edison – ARC Grocery Center REIT II, Inc. that I am a resident of Pennsylvania.


 


	Signature:	 
	 	 
	Name:	 
	 	(please print)
	 	 
	Date:	 


 


Please send the subscription refund to: