Exhibit 10.19


 


SECOND AMENDED AND RESTATED ADVISORY
AGREEMENT


 


This SECOND AMENDED AND RESTATED ADVISORY
AGREEMENT, dated as of January 14, 2014 (this “Agreement”), is between American Realty Capital – Retail
Centers of America, Inc., a Maryland corporation (the “Company”), American Realty Capital Retail Operating Partnership,
L.P., a Delaware limited partnership (the “Operating Partnership”) and American Realty Capital Retail Advisor,
LLC, a Delaware limited liability company (the “Advisor”).


 


WITNESSETH


 


WHEREAS, the Company desires to avail
itself of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor
and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision
of, the Board of Directors of the Company, all as provided herein; and


 


WHEREAS, the Advisor is willing to
undertake to render such services, subject to the supervision of the Board of Directors of the Company, on the terms and subject
to the conditions hereinafter set forth.


 


WHEREAS, the Company and the Advisor
entered into that certain Advisory Agreement, dated as of March 17, 2011.


 


WHEREAS, the Company and the Advisor
entered into that certain Amended and Restated Advisory Agreement, dated as of July 15, 2013, (as amended, the “Amended
Advisory Agreement”).


 


WHEREAS, the Company and the Advisor
desire to amend and restate the Amended Advisory Agreement and have entered into this Agreement with the Operating Partnership
in order to authorize the issuance of Subordinated Participation Interests (as defined below) to the Advisor pursuant to the Operating
Partnership Agreement (as defined below).


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


Article 1


Definitions


 


The following defined terms used in this
Agreement shall have the meanings specified below:


 


“Acquisition Expenses”
means any and all expenses, excluding the Acquisition Fees, incurred by the Company, the Advisor or any Affiliate of either in
connection with the


 




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consideration, investigation, selection,
evaluation, acquisition or development of any Investment, whether or not acquired or originated, as applicable, including legal
fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on Investments
not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.


 


“Acquisition Fees” means
the fee payable to the Advisor pursuant to Section 8.1 plus all other fees and commissions, excluding Acquisition Expenses, paid
by any Person to any Person in connection with making or investing in any Investment or the purchase, development or construction
of any Property by the Company.  Included in the computation thereof shall be any real estate commission, selection fee,
Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated.  Excluded
in the computation thereof shall be Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection
with the actual development and construction of a Property.


 


“Advisor” has the meaning
set forth at the head of this Agreement.


 


“Affiliate” means, with
respect to any Person, any of the following: (i) any other Person directly or indirectly controlling, controlled by, or under common
control with such Person; (ii) any other Person directly or indirectly owning, controlling, or holding with the power to vote
10% or more of the outstanding voting securities of such Person; (iii) any legal entity for which such Person acts as an executive
officer, director, trustee, or general partner; (iv) any other Person 10% or more of whose outstanding voting securities are directly
or indirectly owned, controlled, or held, with power to vote, by such Person; and (v) any executive officer, director, trustee,
or general partner of such Person. An entity shall not be deemed to control or be under common control with an Advisor-sponsored
program unless (A) the entity owns 10% or more of the voting equity interests of such program or (B) a majority of the board of
directors (or equivalent governing body) of such program is composed of Affiliates of the entity.  The term “Affiliated”
shall have a meaning correlative thereto.


 


“Agreement” has the meaning
set forth in the preamble, and such term shall include any amendment or supplement hereto from time to time.


 


“Amended Advisory Agreement”
has the meaning set forth in the recitals.


 


“Articles of Incorporation”
means the charter of the Company, as the same may be amended from time to time. 


 


“Asset Management Fee”
shall have the meaning set forth in Section 8.2.


 


“Average Invested Assets”
has the meaning set forth in the Articles of Incorporation.  For an equity interest owned in a Joint Venture, the calculation
of Average Invested Assets shall take into consideration the underlying Joint Venture’s aggregate book value for the equity
interest.


 




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“Board of Directors”
or “Board” means the Board of Directors of the Company.


 


“Bylaws” means the bylaws
of the Company, as amended from time to time.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor statute thereto.  Reference to any provision of
the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto,
as interpreted by any applicable regulations as in effect from time to time.


 


“Common Stock” means
the shares of the Company’s common stock, par value $0.01 per share.


 


“Company” means American
Realty Capital – Retail Centers of America, Inc.


 


“Construction Fee” means
a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and
coordinate projects or to provide major repairs or rehabilitation on a Property.


 


“Competitive Real Estate Commission”
means a real estate or brokerage commission for the purchase or sale of a Property which is reasonable, customary and competitive
in light of the size, type and location of the Property.


 


“Contract Purchase Price”
has the meaning set forth in the Articles of Incorporation.


 


“Contract Sales Price”
means the total consideration received by the Company for the sale of an Investment.


 


“Cost of Assets” means
the Contract Purchase Price of an asset plus Acquisition Expenses, capital expenditures and other customarily capitalized costs,
but shall exclude Acquisition Fees associated with the acquisition of such asset.


  


“Dealer Manager” means
(i) Realty Capital Securities, LLC, a Delaware limited liability company, or (ii) any successor dealer manager to the Company.


 


“Development Fee” means
a fee for the packaging of a Property, including negotiating and approving plans, and undertaking to assist in obtaining zoning
and necessary variances and necessary financing for the Property, either initially or at a later date.


 


“Director” means a director
of the Company.


 


“Distributions” means
any distributions of money or other property by the Company to Stockholders, including distributions that may constitute a return
of capital for U.S. federal income tax purposes.


 




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“Effective Date” means
the date upon which the Registration Statement for the Company’s initial public offering is declared effective by the Securities
and Exchange Commission.


 


“Excess Amount” has the
meaning set forth in Section 9.2(A).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. Reference to any provision
of the Exchange Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision
thereto, as interpreted by any applicable regulations as in effect from time to time.


 


“Expense Year” has the
meaning set forth in Section 9.2(A).


 


“Financing Coordination Fee”
shall have the meaning set forth in Section 8.5.


 


“FINRA” means the Financial
Industry Regulatory Authority Inc.


 


“GAAP” means accounting
principles generally accepted in the United States as currently in effect.


 


“Gross Proceeds” means
the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization
and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions
are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be
the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.


 


“include,” “included,”
“including” and “such as” are to be construed as if followed by the phrase “without
limitation.”


 


“Independent Director”
shall have the meaning set forth in the Articles of Incorporation.


 


“Insourced Acquisition Expenses”
means Acquisition Expenses incurred in connection with services performed by the Advisor or any of its Affiliates, including
legal advisory expenses, due diligence expenses, personnel expenses, acquisition-related administrative and advisory expenses,
survey, property, contract review expenses, travel and communications expenses and other closing costs.


 


“Investment” or “Investments”
means any investment or investments by the Company or the Partnership, directly or indirectly, in Properties, Loans or other Permitted
Investments.


 


“Joint Venture” means
any joint venture, limited liability company or other entity through which the Company directly or indirectly owns, in whole or
in part, any Investments.


 




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“Lincoln” shall have
the meaning set forth in Article 3.


  


“Listing” means the listing
of the Common Stock on a national securities exchange, or the inclusion of the Common Stock for trading in the over-the-counter-market.


 


“Loans” means mortgage
loans and other types of debt financing investments made by the Company, either directly or indirectly, including through ownership
interests in a Joint Venture or other entity, and including mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparound
mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.


 


“Market Check” means
an analysis comparing (a) the amount of Insourced Acquisition Expenses paid in the previous calendar year to the Advisor or any
of its Affiliates with (b) the projected amount of Acquisition Expenses for the following calendar year assuming that a Person
other than the Advisor or its Affiliates performs substantially similar services for a substantially similar amount of Investments.


 


“MGCL” means the Maryland
General Corporation Law, as amended from time to time.


 


“NAREIT FFO” means funds
from operations (“FFO”), consistent with the standards established by the White Paper on FFO approved by the
Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), as revised in February
2004 and as modified by NAREIT from time to time.


 


“NASAA REIT Guidelines”
means the Statement of Policy Regarding Real Estate Investment Trusts as revised and adopted by the North American Securities Administrators
Association on May 7, 2007, as the same may be amended from time to time.


 


“Net Income” means, for
any period, the total revenues of the Company applicable to such period, less the total expenses applicable to such period excluding
additions to reserves for depreciation, bad debts or other similar non-cash reserves; provided, however, that Net
Income for purposes of calculating total allowable Operating Expenses shall exclude the gain from the sale of the Company’s
assets.


 


“Notice” has the meaning
set forth in Section 15.1.


 


“Offering” means the
public offering and sale of Shares pursuant to an effective registration statement filed under the Securities Act.


 


“Operating Expenses”
means all costs and expenses incurred by the Company, as determined under GAAP, that in any way are related to the operation of
the Company or to Company business, including fees paid to the Advisor, but excluding (i) the expenses of raising capital such
as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees,
printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and Listing
of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation,


 




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amortization, bad loan reserves, impairments
of value, and mark-to-market losses, (v) incentive fees paid in compliance with Section IV.F. of the NASAA REIT Guidelines and
(vi) Acquisition Fees and Acquisition Expenses (including Financing Coordination Fees), real estate commissions on resale of property,
property management fees, and other expenses connected with the acquisition, disposition, management and ownership of real estate
interests, loans or other property (other than commissions on the sale of assets other than real property), such as the costs
of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property.


 


“Operating Partnership”
has the meaning set forth at the head of this Agreement.


 


“Operating Partnership Agreement”
means that certain Amended and Restated Agreement of Limited Partnership of American Realty Capital Retail Operating Partnership,
L.P., dated as of January 14, 2014, among the Company and the Advisor, as the same may be amended from time to time.


 


“Organization and Offering Expenses”
means all expenses incurred by or on behalf of the Company in connection with or in preparing the Company for registration of and
subsequently offering and distributing its Shares to the public, whether incurred before, on or after the date of this Agreement,
which may include total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys);
any expense allowance granted by the Company to the underwriter or any reimbursement of expenses of the underwriter by the Company;
expenses for printing, engraving and mailing; compensation of employees while engaged in sales activity; charges of transfer agents,
registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under
Federal and state laws, including taxes and fees, accountants’ and attorneys’ fees.


  


“Oversight Fee” shall
have the meaning set forth in Section 8.3.


 


“Partnership” means American
Realty Capital Retail Operating Partnership, L.P., a Delaware limited partnership formed to own and operate Investments on behalf
of the Company.


 


“Permitted Investments”
means all investments (other than Properties and Loans) in which the Company acquires an interest, either directly or indirectly,
including through ownership interests in a Joint Venture or other entity, pursuant to the Articles of Incorporation, Bylaws and
the investment objectives and policies adopted by the Board from time to time, other than short-term investments acquired for purposes
of cash management.


 


“Person” has the meaning
set forth in the Articles of Incorporation.


 


“Property” or “Properties”
means any real property or properties transferred or conveyed to the Company or any subsidiary of the Company or the Partnership,
either directly or indirectly, and/or any real property or properties transferred or conveyed to a Joint Venture or partnership
in which the Company is, directly or indirectly, a co-venturer or partner.


 




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“Property Manager” means
an entity that has been retained to perform and carry out at one or more of the Properties property management services, excluding
Persons retained or hired to perform facility management or other services or tasks at a particular Property, the costs for which
are passed through to and ultimately paid by the tenant at such Property.


 


“Prospectus” means a
final prospectus of the Company filed pursuant to Rule 424(b) of the Securities Act, as the same may be amended or supplemented
from time to time.


 


“Registration Statement”
means the registration statement filed by the Company with the SEC pursuant to the Securities Act on Form S-11, as amended from
time to time, in connection with an Offering.


 


“Real Estate Commission”
shall have the meaning set forth in Section 8.4.


 


“REIT” means a corporation,
trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity
interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both, as defined
pursuant to Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment
trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated
thereunder.


 


“Sale” or “Sales”
means (i) any transaction or series of transactions whereby: (A) the Company sells, grants, transfers, conveys, or relinquishes
its direct or indirect ownership of any Investment or portion thereof, including the transfer of any Property that is the subject
of a ground lease, and including any event with respect to any Investment that gives rise to a significant amount of insurance
proceeds or condemnation awards; (B) the Company sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially
all of the direct or indirect interest of the Company in any Joint Venture or other entity in which it, directly or indirectly,
has an interest; or (C) any Joint Venture or other entity (in which the Company, directly or indirectly, has an interest) sells,
grants, transfers, conveys, or relinquishes its direct or indirect ownership of any Investment or portion thereof, including any
event with respect to any Investment that gives rise to insurance claims or condemnation awards, but (ii) not including any transaction
or series of transactions specified in clause (i) (A), (i) (B), or (i) (C) above in which the proceeds of such transaction or series
of transactions are reinvested by the Company, directly or indirectly, in one or more Investments within 180 days thereafter.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities
Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto,
as interpreted by any applicable regulations as in effect from time to time.


 


“Shares” means the shares
of beneficial interest or of common stock of the Company of any class or series, including Common Stock, that has the right to
elect the Directors of the Company.


 




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“Soliciting Dealers”
means broker-dealers who are members of FINRA or that are exempt from broker-dealer registration, and who, in either case, have
executed soliciting dealer or other agreements with the Dealer Manager to sell Shares.


 


“Stockholders” means
the holders of record of the Shares as maintained on the books and records of the Company or its transfer agent.


 


“Subordinated Participation Interest”
means a profits interest in the Operating Partnership designated as a Class B Unit in accordance with the terms of the Operating
Partnership Agreement.


 


 “Targeted Assets”
means a portfolio consisting of: (i) existing anchored, stabilized core retail properties, including power centers, lifestyle centers,
grocery-anchored shopping centers with a purchase price in excess of twenty million dollars ($20,000,000) and other need-based
shopping centers (not less than sixty-five percent (65%) by value) which are located in the United States and at least eighty percent
(80%) leased at the time of acquisition; (ii) existing grocery-anchored shopping centers (up to twenty percent (20%) by value),
the purchase price of which is twenty million dollars ($20,000,000) or less; (iii) existing enclosed mall opportunities for de-malling
and reconfiguration into an open air format (up to twenty percent (20%) by value) which are located in the United States; and (iv)
real estate-related debt and investments (up to fifteen percent (15%) by value) secured by, or which represent a direct or indirect
interest in, the assets described in clauses (i) - (iii).


 


“Termination” means the
termination of this Agreement in accordance with Article 12 hereof.


 


“Termination Date” means
the date of termination of the Agreement determined in accordance with Article 12 hereof.


 


“2%/25% Guidelines” has
the meaning set forth in Section 9.2(B).


  


Article 2


Appointment


 


The Company hereby appoints the Advisor
to serve as its advisor to perform the services set forth herein on the terms and subject to the conditions set forth in this Agreement
and subject to the supervision of the Board, and the Advisor hereby accepts such appointment.


 


Article 3


Duties of the Advisor


 


The Advisor is responsible for managing,
operating, directing and supervising the operations and administration of the Company and its assets.  The Advisor undertakes
to use its commercially reasonable efforts to present to the Company potential investment opportunities in Targeted Assets and
to provide the Company with a continuing and suitable investment program


 




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in Targeted Assets consistent with the investment objectives
and policies of the Company as determined and adopted from time to time by the Board.  Subject to the limitations set
forth in this Agreement, including Article 4 hereof, consistent with the provisions of the Articles of Incorporation and Bylaws
and the continuing and exclusive authority of the Board over the supervision of the Company, the Advisor shall, either directly
or by engaging Lincoln Retail REIT Services, LLC, a Delaware limited liability company (“Lincoln”), or another
third party, perform the following duties:


 


		3.1	Organizational and Offering Services.  The Advisor shall perform all services related to the organization
of the Company or any Offering or private sale of the Company’s securities, other than services that (i) are to be performed
by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer
with FINRA, the SEC or any state.



 


		3.2	Acquisition and Disposition Services.  The Advisor shall (or shall retain other Persons to (but shall remain
responsible to the Company)):



 


		(A)	Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical
data in connection with the Properties, investment objectives and policies;



 


		(B)	Subject to the investment objectives and policies of the Company: (a) locate, analyze and select potential Investments; (b)
structure and negotiate the terms and conditions of transactions pursuant to which investments in Targeted Assets and other Investments
will be made; (c) acquire, originate and dispose of Targeted Assets and other Investments on behalf of the Company (including through
Joint Ventures); (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments
in Targeted Assets and other Investments; (e) select Joint Venture partners and structure corresponding agreements; and (f) enter
into leases, service contracts and other agreements for Targeted Assets and other Investments;



 


		(C)	Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;



 


		(D)	Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the
Board of the Company to evaluate the proposed investments;



 


		(E)	Obtain reports, where appropriate, concerning the value of the Properties;



 


		(F)	Deliver to, or maintain on behalf of the Company, copies of all appraisals obtained in connection with the Properties;



 


		(G)	Negotiate and execute approved investments and other transactions, including acquisitions of Targeted Assets and other Investments;
and



 




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		(H)	Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential
Investment dispositions, sales and refinancing, including reports to the Board regarding the foregoing.



 


		3.3	Asset Management Services.  The Advisor shall (or shall retain other Persons to (but shall remain responsible
to the Company)):



 


		(A)	Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) and supervise
the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this
Agreement, including consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries,
escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property
owners, security investment advisors, mortgagors, the registrar and the transfer agent, construction companies, Property Managers
and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of
the foregoing services;



 


		(B)	Monitor applicable markets and obtain reports where appropriate, concerning the value of the Properties;



 


		(C)	Monitor and evaluate the performance of each of the Properties and the Company’s overall portfolio of Properties and
perform and supervise the various management and operational functions related to the Properties;



 


		(D)	Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance,
investment, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;



 


		(E)	Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s
financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments
consistent with the investment objectives and policies of the Company;



 


		(F)	Engage a Property Manager for each of the Properties;



 


		(G)	Coordinate and manage relationships between the Company and any co-venturers or partners; and



 


		(H)	Negotiate and service the Company’s debt facilities and other financings and negotiate on behalf of the Company with
banks or other lenders for debt facilities to be made to the Company and its subsidiaries; provided, however, that
any fees



 




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			and costs payable to third parties incurred by the Advisor
in connection with the foregoing shall be the responsibility of the Company.


  


		3.4	Accounting and Other Administrative Services.  The Advisor shall (or shall retain other Persons to (but shall
remain responsible to the Company)):



 


		(A)	Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably
necessary for the management of the Company;



 


		(B)	From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance
of services to the Company under this Agreement;



 


		(C)	Make reports to the Company each quarter of the investments that have been made by other programs sponsored by the Advisor
or any of its Affiliates, as well as any investments that have been made by the Advisor or any of its Affiliates directly;



 


		(D)	Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel
and other overhead items necessary and incidental to the Company’s business and operations;



 


		(E)	Provide financial and operational planning services;



 


		(F)	Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning
the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other
information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency;



 


		(G)	Maintain and preserve all appropriate books and records of the Company;



 


		(H)	Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent
auditors and other consultants, on related tax matters;



 


		(I)	Provide the Company with all necessary cash management services;



 


		(J)	Deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with Investments;



 


		(K)	Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders;



 




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		(L)	Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance
coverage based upon risk management determinations;



 


		(M)	Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate;



 


		(N)	Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting
the Company, as well as managing compliance with such matters, including compliance with the Sarbanes-Oxley Act of 2002;



 


		(O)	Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies
and procedures related thereto;



 


		(P)	Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with
applicable law, including federal and state securities laws and the Sarbanes-Oxley Act of 2002;



 


		(Q)	Notify the Board of all proposed material transactions before they are completed; and



 


		(R)	Do all things necessary to assure its ability to render the services described in this Agreement.



 


		3.5	Stockholder Services.  The Advisor shall
(or shall retain other Persons to (but shall remain responsible to the Company)):



 


		(A)	Manage services for and communications with Stockholders,
including answering phone calls, preparing and sending written and electronic reports and other communications;



		 	 



		(B)	Oversee the performance of the transfer agent and registrar;



		 	 



		(C)	Establish technology infrastructure to assist in providing
Stockholder support and service; and



		 	 



		(D)	Consistent with Section 3.1, perform the various subscription
processing services reasonably necessary for the admission of new Stockholders.



 


		3.6	Other Services.  Except as provided
in Article 7, the Advisor shall perform any other services reasonably requested by the Company (with the consent of a majority
of the Independent Directors).



 




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Article 4


Authority of the Advisor


 


		4.1	General.  All rights and powers to manage and control the day-to-day business and affairs of the Company shall
be vested in the Advisor.  The Advisor shall have the power to delegate all or any part of its rights and powers to manage
and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the
Advisor or the Company or a third party as it may deem appropriate.  Any authority delegated by the Advisor to any other
Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or
the Articles of Incorporation.



 


		4.2	Powers of the Advisor.  Subject to the express limitations set forth in this Agreement, to the continuing
and exclusive authority of the Board over the supervision of the Company, and to the right of the Advisor to delegate its responsibilities
pursuant to Section 4.1, the power to direct the management, operation and policies of the Company shall be vested in the Advisor,
which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out
any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and
other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations
under this Agreement.



 


		4.3	Approval by the Board.  Notwithstanding the foregoing, the Advisor may not take any action on behalf of the
Company without the prior approval of the Board or duly authorized committees thereof if the Articles of Incorporation or the MGCL
require the prior approval of the Board.  The Advisor will deliver to the Board all documents required by it to evaluate
a proposed investment (and any related financing).



 


		4.4	Modification or Revocation of Authority of Advisor.  The Board may, at any time upon the giving of Notice
to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided,
however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable
to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.



  


Article 5


Bank Accounts


 


The Advisor may establish and maintain one
or more bank accounts in the name of the Company or the Operating Partnership and may collect and deposit into such account or
accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under
such terms and conditions as the Board may approve; provided, that no funds shall be commingled with the funds of the Advisor.  The
Advisor shall upon request render appropriate accountings of such collections and payments to the Board and the independent auditors
of the Company.


 




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Article 6


Records and Financial Statements


 


The Advisor, in the conduct of its responsibilities
to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP,
which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded.  Such
books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors
and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records
shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement.  The
Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably
required to protect the Company’s assets from theft, error or fraudulent activity.  All financial statements that
the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial
reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent
auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.


 


Article 7


Limitation on Activities


 


Notwithstanding any provision in this Agreement
to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect
the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that REIT
qualification is not in the best interests of the Company and its Stockholders), (ii) subject the Company to regulation under the
Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental
body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as
a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation or Bylaws.  In the event
an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor
shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such
action until it receives further clarification or instructions from the Board.  In such event, the Advisor shall have
no liability for acting in accordance with the specific instructions of the Board so given.


Article 8


Fees


 


		8.1	Acquisition Fees.



 


		(A)	Subject to Section 8.1(B), the Company shall pay an Acquisition Fee to the Advisor or its Affiliates as compensation for services
rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of Investments.  The
total Acquisition Fee payable to the Advisor shall equal one




 




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			percent (1.0%) of the Contract Purchase Price of the Investment.  The
amount actually paid or allocated for an Investment held through a Joint Venture shall equal the sum of (x) the product of (i)
the amount actually paid or allocated to fund, or the amount advanced for, the acquisition, origination, development, construction
or improvement of the Investment, as applicable, by the Joint Venture and (ii) the direct or indirect ownership percentage of the
Joint Venture held directly or indirectly by the Company or the Partnership and (y) any expense of the Company associated with
such Investment.  For purposes of this section, “ownership percentage” shall be the percentage of capital
stock, membership interests, partnership interests or other equity interests held by the Company or the Partnership, without regard
to classification of such equity interests.  The Advisor shall submit an invoice to the Company, accompanied by a computation
of the Acquisition Fee at or prior to the closing of the acquisition.  The Company shall pay to the Advisor the Acquisition
Fee at the closing of the Investment and shall cover services rendered by the Advisor or its Affiliates until such time as a letter
of intent to purchase such Investment has been submitted to the seller by the Advisor and the Advisor has presented a detailed
investment memorandum to the Board of Directors for approval.  In addition, if during the period ending two years after
the close of the initial Offering, the Company sells an Investment and then reinvests in other Investments, the Company will pay
to the Advisor or its Affiliates one percent (1.0%) of the Contract Purchase Price of the Investments.



 


(B)




 


		(i)	The total of all Acquisition Fees, Financing Coordination Fees and Acquisition Expenses payable in connection with the Company’s
total portfolio of Investments and reinvestments, if any, shall be reasonable and shall not exceed an amount equal to four
and one half percent (4.5%) of the Contract Purchase Price of the Company’s total portfolio of Investments or four and one
half percent (4.5%) of the amount advanced for Company’s total portfolio of Investments; provided, however,
that once all the proceeds from the initial Offering have been fully invested, the total of all Acquisition Fees and
Financing Coordination Fees shall not exceed one and one-half percent (1.5%) of the Contract Purchase Price of all the Investments
acquired.



 


		(ii)	In accordance with the Articles of Incorporation, the total of all Acquisition Fees, Financing Coordination Fees and
Acquisition Expenses payable in connection with any Investment or any reinvestment shall be reasonable and shall not exceed an
amount equal to four and one-half percent (4.5%) of the Contract Purchase Price of the Investment or four and one-half percent
(4.5%) of the amount advanced for any Investment; provided, further, however, that a majority of the Directors
(including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees and expenses
in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the
Company.



 




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		8.2	Asset Management Fee.  The Company shall pay an Asset Management Fee to the Advisor as compensation for services
rendered in connection with the management of the Company’s assets for the period prior to and including September 30, 2013
in an amount equal to 0.75% per annum of the Cost of Assets; provided, however, that the Asset Management Fee shall
be reduced by any Oversight Fee payable to the Advisor, such that the aggregate Asset Management Fee and the Oversight Fee do not
exceed 0.75% per annum of the Cost of Assets. The Asset Management Fee is payable on the first business day of each month for the
respective current month in the amount of 0.0625% of the Cost of Assets as of such date. The Advisor shall submit an invoice to
the Company, accompanied by a computation of the Asset Management Fee for the applicable month. The Asset Management Fee to be
paid for a month will be reduced by the average monthly amount that NAREIT FFO, as adjusted, during the six months ending on the
last day of the calendar quarter immediately preceding the date that such Asset Management Fee is payable is less than the Distributions
declared with respect to such six month period; provided, however, that the asset management fee will not be reduced
below the following amounts: (i) six months after the Effective Date of the Offering, .35%; (ii) twelve months after the Effective
Date of the Offering, .65% and (iii) beginning eighteen months after the Effective Date of the Offering, no reduction. For purposes
of this determination, NAREIT FFO, as adjusted, is NAREIT FFO adjusted to (i) include acquisition fees and related expenses which
is deducted in computing NAREIT FFO; and (ii) include non-cash restricted stock grant amortization, if any, which is deducted in
computing NAREIT FFO.



 


		8.3	Oversight Fee.  The Company shall pay the Advisor an Oversight Fee equal to one percent (1.0%) of the gross
revenues from Properties managed by any Person that is not an Affiliate of the Advisor.  The Oversight Fee is payable
quarterly in advance, on January 1, April 1, July 1 and October 1.  The Advisor shall submit an invoice to the Company,
accompanied by a computation of the Oversight Fee for the applicable quarter.



 


		8.4	Real Estate Commission.  In connection with a Sale of a Property in which the Advisor or any Affiliate or
agent of the Advisor provides a substantial amount of services, as determined by the Independent Directors, the Company shall pay
to the Advisor a Real Estate Commission equal to two percent (2.0%) of the Contract Sales Price of such Property, but in no event
shall the Real Estate Commission exceed one-half of the Competitive Real Estate Commission paid if a non-Affiliate is also involved;
provided, however, that in no event may the sum of the Real Estate Commission and such brokerage commissions exceed
the lesser of six percent (6.0%) of the Contract Sales Price and a Competitive Real Estate Commission.  The Advisor shall
submit an invoice to the Company, accompanied by a computation of the Real Estate Commission at or prior to the closing of the
Sale.  The Company shall pay to the Advisor the Real Estate Commission at the closing of the Sale.



 


	8.5	Financing Coordination Fee.  The Company shall pay a Financing Coordination Fee to the Advisor in connection
with the financing of any Investment, assumption of any loans with respect to any Investment or refinancing of any loan in an amount
equal to one percent (1.0%) of the amount made available and/or outstanding under any such loan,




 




    	16



    	 



    

 


			 including any assumed loan.  In
no event will the aggregate Acquisition Fees and Financing Coordination Fees, at the time that the net proceeds of the Offering
are fully invested or at any time thereafter, exceed, in the aggregate, one and a half percent (1.5%) of the aggregate Contract
Purchase Price of all of the Properties acquired by the Company.  The Advisor shall submit an invoice to the Company,
accompanied by a computation of the Financing Coordination Fee at or prior to the closing of the financing.  The Company
shall pay to the Advisor the Financing Coordination Fee at the closing of the financing.



 


		8.6	Limitation on Insourced Acquisition Expenses.



 


		(A)	The total of all Insourced Acquisition Expenses with respect to any Investment shall initially be fixed at, and shall not exceed,
0.50% of the Contract Purchase Price of the Investment or 0.50% of the amount advanced for an Investment, which the Company shall
pay to the Advisor or its Affiliate at the closing of each Investment. For the avoidance of doubt, no payment in respect of Insourced
Acquisition Expenses shall be made unless the Advisor or its Affiliates shall have performed services related to selecting, evaluating
and acquiring an Investment, regardless of whether such Investment is ultimately acquired.



 


		(B)	The total of all Insourced Acquisition Expenses for any calendar year shall initially be fixed at, and shall not exceed, 0.50%
of the Contract Purchase Price of the Investments acquired during such period or 0.50% of the amounts advanced for the Investments
made during such period (to be prorated for any partial calendar year); provided, however, within a reasonable period
of time following the end of each such calendar year, the Company shall perform a Market Check and provide the results thereof
to the Advisor within a reasonable period of time and, if the result of the Market Check is that the projected amount of Acquisition
Expenses that would be incurred if substantially similar services with respect to a substantially similar amount of properties
were to be provided by a Person other than the Advisor or any of its Affiliates during the subsequent calendar year is lower than
the amount of Insourced Acquisition Expenses paid to the Advisor or its Affiliates during the previous calendar year, either (A)
the Advisor shall agree to reduce the cap on the Insourced Acquisition Expenses until the next Market Check such that the cap on
Insourced Acquisition Expenses does not exceed the projected amount of Acquisition Expenses that would be incurred if substantially
similar services with respect to a substantially similar amount of properties were to be provided by a Person other than the Advisor
or any of its Affiliates during the subsequent calendar year or (B) the Company may outsource to a Person other than the Advisor
or its Affiliate certain services previously provided by the Advisor or its Affiliates until the next Market Check.



 


		8.7	Payment of Fees.  In connection with the Acquisition Fee, Real Estate Commission and Financing Coordination
Fee, the Company shall pay such fees to the Advisor in cash or in Shares, or a combination of both, the form of payment to be determined
in the sole discretion of the Advisor. The Asset Management Fee shall be payable, at the discretion 



 




    	17



    	 



    

 


		of the Board of Directors,
up to and including September 30, 2013, in cash or Shares, or in any combination thereof, at the discretion of the Advisor. For
the purposes of the payment of such fees in Shares, each Share shall be valued at the per share offering price of the Shares in
the initial Offering minus the maximum selling commissions and dealer manager fee allowed in the initial Offering.




 


		8.8	Exclusion of Certain Transactions.



 


		(C)	If the Company or the Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor
or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved
by a majority of disinterested Directors, including a majority of disinterested Independent Directors.



 


		(D)	If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Partnership
shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with the internalization transaction.



 


		8.9	Subordinated Participation Interests.  The Company shall cause the Operating Partnership to periodically issue
Subordinated Participation Interests in the Operating Partnership to the Advisor or its assignees, pursuant to the terms and conditions
contained in the Operating Partnership Agreement, in connection with the Advisor’s (or its assignees’) management of
the Operating Partnership’s assets commencing October 1, 2013.



 


		8.10	Other Services.  Should the Board request that the Advisor or any Affiliate, or any director, officer or employee
of any of the foregoing, render services for the Company other than as set forth in this Agreement, such services shall be separately
compensated at such rates and in such amounts as are agreed upon by the Advisor or such Affiliate or other Person, on the one hand,
and the Board, including a majority of the Independent Directors, on the other hand, subject to the limitations contained in the
Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.



 


		8.11	Changes to Fee Structure.  In the event of Listing, the Company and the Advisor shall negotiate in good faith
to establish a fee structure appropriate for a perpetual-life entity.



 


Article 9


Expenses


 


		9.1	General.  In addition to the compensation paid to the Advisor pursuant to Article 8 hereof, the Company shall
pay directly or reimburse the Advisor, as the case may be, for all of the expenses paid or incurred by the Advisor or its Affiliates
on behalf of the Company or in connection with the services provided to the Company (including any 



 




    	18



    	 



    

 





			expenses paid or incurred by
third parties engaged by the Advisor to render any portion of such services) pursuant to this Agreement, including, but not limited
to:


  


		(A)	All Organization and Offering Expenses; provided, however, that:



 


		(1)	the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount spent by the Company
on Organization and Offering Expenses (excluding underwriting and brokerage discounts and commissions) to exceed 1.5% of Gross
Proceeds raised in an Offering as of the termination of such Offering; and



 


		(2)	within 60 days after the end of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent
the Company incurred Organization and Offering Expenses (excluding underwriting and brokerage discounts and commissions) exceeding
1.5% of Gross Proceeds raised in such Offering;



 


		(B)	Acquisition Fees and Acquisition Expenses incurred in connection with the selection and acquisition of Investments, including
such expenses incurred related to assets pursued or considered but not ultimately acquired by the Company, provided that,
notwithstanding anything herein to the contrary, the payment of Acquisition Fees and Acquisition Expenses by the Company shall
be subject to the limitations contained in the Articles of Incorporation;



 


		(C)	Third-party due diligence fees of up to 0.5% of the Gross Proceeds as set forth in a detailed and itemized invoice;



 


		(D)	The actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the
Advisor, including travel, meals and lodging expenses incurred by the Advisor in performing duties associated with the acquisition
or origination of Investments;



 


		(E)	Interest and other costs for borrowed money, including discounts, points and other similar fees;



 


		(F)	Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes otherwise imposed
on the Company and its business, assets or income;



 


		(G)	Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and
Directors;



 


		(H)	Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the Company,
as well as expenses of other transactions relating to such Investments, including prepayments, maturities and workouts of Loans
and other Permitted Investments;



 




    	19



    	 



    

 


		(I)	All out-of-pocket expenses in connection with payments to the Board and meetings of the Board and Stockholders;



 


		(J)	All out-of-pocket expenses associated with a Listing, if applicable, or with the issuance and distribution of Shares, such
as selling commissions and fees, advertising expenses, taxes, legal and accounting fees, listing and registration fees, and other
Organization and Offering Expenses;



 


		(K)	Personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in Article
3 hereof, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance
of such services, provided that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates
to the extent that such employees perform services for which the Advisor receives Acquisition Fees or Real Estate Commissions;



 


		(L)	Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation,
printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental
entities;



 


		(M)	Audit, accounting and legal fees, and other fees for professional services relating to the operations of the Company and all
such fees incurred at the request, or on behalf of, the Board or any committee of the Board;



 


		(N)	Out-of-pocket costs for the Company to comply with all applicable laws, regulations and ordinances;



 


		(O)	Expenses connected with payments of Distributions made or caused to be made by the Company to the Stockholders;



 


		(P)	Expenses of organizing, redomesticating, merging, liquidating or dissolving the Company or of amending the Articles of Incorporation
or the Bylaws; and



 


		(Q)	All other out-of-pocket costs incurred by the Advisor in performing the Advisor’s duties hereunder.



 


		9.2	Timing of and Additional Limitations on Reimbursements.  Commencing upon the earlier to occur of (i) the fifth
fiscal quarter after the Company makes its first Investment or (ii) six (6) months after the commencement of the Company’s
initial Offering, expenses incurred by the Advisor on behalf of the Company or in connection with the services provided to the
Company (including any expenses paid or incurred by third parties engaged by the Advisor to render any portion of such services)
and reimbursable pursuant to this Article 9 shall be reimbursed, no less than monthly, to the Advisor in the manner and proportion
directed by the Advisor.  The Advisor shall prepare a statement



 




    	20



    	 



    

 


 


			 documenting the expenses of the Company during each month
and shall deliver such statement to the Company within three (3) business days after the end of each month.





 


		(A)	The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive
fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater
of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Independent
Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Independent Directors deem
sufficient.  If the Independent Directors do not approve such excess as being so justified, the Advisor shall repay to
the Company any Excess Amount paid to the Advisor during a fiscal quarter.  If the Independent Directors determine such
excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating
Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, shall cause
such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next
quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together
with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified.  The
Company will ensure that such determination will be reflected in the minutes of the meetings of the Board.  All figures
used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.



 


		(B)	Notwithstanding this Article 9, or any other provision in this Agreement seemingly to the contrary, Advisor, its Affiliates
and agents shall not be required to advance for reimbursement (i) any earnest money deposits required in connection with any Investments,
(ii) any fees, deposits or other amounts due to any lender or other Person in order to secure and close any financings, (iii) any
commissions, fees or other amounts due to any brokers or other Persons in connection with any Investments or to any third parties
retained to help source any financings or (iv) any other out-of-pocket pursuit costs incurred to secure, assess and close each
Investment, such as legal fees and consultant fees for due diligence activities including, but not limited to building condition
and environmental assessments and reports.  Any such amounts shall be funded when due by the Company directly in accordance
with the agreement or agreements requiring the payment of such amounts.  The Company’s obligation to fund all such
amounts shall apply whether the agreements requiring the payment of such amounts are executed in the name of the Company, the Advisor
or any of its Affiliates or agents.



 




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Article 10


Relationship of the Advisor and the Company;
Other Activities of the Advisor


 


10.1       Relationship.  Except as provided in
Section 8.9, the Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall
be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor or any of its Affiliates
from engaging in or earning fees from other activities, including the rendering of advice to other Persons (including other REITs)
and the management of other programs advised, sponsored or organized by the Advisor or any of its Affiliates; nor shall this Agreement
limit or restrict the right of any manager, director, officer, member, partner, employee or equity holder of the Advisor or any
of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other Person.  The
Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every
other participant therein, and earn fees for rendering such advice and service.  Specifically, it is contemplated that
the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the
agreements governing such Joint Ventures or other similar co-investment arrangements, the Advisor may be engaged to provide advice
and service to such Persons, in which case the Advisor will earn fees for rendering such advice and service. The Advisor shall
promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge
that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations
to or its interest in any other Person.


 


10.2       Time Commitment.  The Advisor shall,
and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall
be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of
this Agreement.  The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers
and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or
any of its Affiliates.


 


10.3       Investment Opportunities.  The Advisor
shall be required to use commercially reasonable efforts to present a continuing and suitable investment program in Targeted Assets
to the Company that is consistent with the investment policies and objectives of the Company.  So long as the Advisor
acts in its capacity under this Agreement, nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging
in or earning fees from other activities, including the acquisition of any investment that is directly competitive with the Company’s
strategy, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored
or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member,
partner, employee or stockholder of the Advisor or any of its Affiliates to engage in or earn fees from any other business or to
render services of any kind to any other Person and earn fees for rendering such services; provided, however, that
the Advisor must devote sufficient resources (directly or through third parties retained for such purposes) to the Company’s
business to discharge its obligations to the Company under this Agreement.  The Advisor may, with respect to any


 




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Investment in which the Company is a participant, also render
advice and service to each and every other participant therein, and earn fees for rendering such advice and service.


 


The Advisor shall report to the Board the existence of any condition
or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between
the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.  If the Advisor,
Director or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment
funds available at the same time as the Company, the Advisor shall inform the Board of the method to be applied by the Advisor
in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates to
the Board of the investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent
Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable best efforts to apply such method
fairly to the Company.


 


Article 11


The American Realty Capital and ARC Names


 


11.1       The American Realty Capital and ARC Names.  The
Advisor and its Affiliates have or may have a proprietary interest in the names “American Realty Capital” and “ARC.”  The
Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in any of the names “American
Realty Capital” and “ARC,” a non-transferable, non-assignable, non-exclusive royalty-free right and license to
use the names “American Realty Capital” and “ARC” during the term of this Agreement.  The Company
agrees that the Advisor and its Affiliates will have the right to approve of any use by the Company of the names “American
Realty Capital” or “ARC,” such approval not to be unreasonably withheld or delayed.  Accordingly, and
in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory
services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business
under or use the names “American Realty Capital” and “ARC” or any derivative thereof and the Company shall
change its name and the names of any of its subsidiaries to a name that does not contain the names “American Realty Capital”
or “ARC” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication
of some form of relationship between the Company and the Advisor or any its Affiliates.  At such time, the Company will
also make any changes to any trademarks, service marks or other marks necessary to remove any references to any of the names “American
Realty Capital” or “ARC.”  Consistent with the foregoing, it is specifically recognized that the Advisor
or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment
vehicles (including vehicles for investment in real estate) and financial and service organizations having any of the names “American
Realty Capital” or “ARC” as a part of their name, all without the need for any consent (and without the right
to object thereto) by the Company.  Neither the Advisor nor any of its Affiliates makes any representation or warranty,
express or implied, with respect to the names “American Realty Capital” or “ARC” licensed hereunder or
the use thereof (including without limitation as to whether the use of the name “American Realty Capital” or “ARC”
will be free from infringement of the intellectual property rights of third parties).  Notwithstanding the preceding,
the Advisor represents and warrants that


 




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it is not aware of any pending claims or litigation or of any claims threatened in writing
regarding the use or ownership of the names “American Realty Capital” or “ARC.”


 


Article 12


Term and Termination of the Agreement


 


		12.1	Term.  This Agreement shall have an initial term of one year from the date hereof and may be renewed for an
unlimited number of successive one-year terms upon mutual consent of the parties.  The Company (acting through the Independent
Directors) will evaluate the performance of the Advisor annually before renewing this Agreement, and each such renewal shall be
for a term of no more than one year.  Any such renewal must be approved by a majority of the Independent Directors.



 


		12.2	Termination by Either Party.  This Agreement may be terminated upon 60 days’ written Notice without
cause or penalty by either the Company (with the consent of a majority of the Independent Directors) or the Advisor.  The
provisions of Articles 1, 11, 12, 14 and 15 shall survive termination of this Agreement.  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.



 


		12.3	Payments to and Duties of the Advisor Upon Termination.



 


		(A)	Amounts Owed.  After the Termination Date, the Advisor shall be entitled to receive from the Company or the
Partnership within thirty (30) days after the effective date of such termination all amounts then accrued and owing to the
Advisor, including all its interest, if any, in the Company’s income, losses, distributions and capital by payment of an
amount equal to the then-present fair market value of the Advisor’s interest, if any, subject to the 2%/25% Guidelines to
the extent applicable.



 


		(B)	Advisor’s Duties.  The Advisor shall promptly upon termination of this Agreement:



 


		(i)	pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting
any accrued compensation and reimbursement for its expenses to which it is then entitled;



 


		(ii)	deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money
held by it, covering the period following the date of the last accounting furnished to the Board;



 


		(iii)	deliver to the Board all assets, including all Investments, and documents of the Company and the Partnership then in the custody
of the Advisor; and



 




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		(iv)	cooperate with the Company and the Partnership to provide an orderly management transition.



  


Article 13


Assignment


 


This Agreement may be assigned by the Advisor
to an Affiliate with the consent of the Independent Directors.  This Agreement shall not be assigned by the Company without
the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization that is a
successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound
hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement. The Advisor may assign
any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Board.


  


Article 14


Indemnification and Limitation of Liability


 


14.1       Indemnification.  Except as prohibited
by the restrictions provided in this Section 14.1, Section 14.2 and Section 14.3, the Company shall indemnify, defend and hold
harmless the Advisor, Lincoln and their respective Affiliates, as well as their respective officers, directors, equity holders,
members, partners, managers and employees, from all liability, claims, damages or losses arising in the performance of their duties
hereunder or under any services agreement and related expenses, including reasonable attorneys’ fees, to the extent such
liability, claims, damages or losses and related expenses are not fully reimbursed by insurance.  Any indemnification
of the Advisor or Lincoln may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the
foregoing, the Company shall not indemnify the Advisor, Lincoln or their respective Affiliates, or their respective officers, directors,
equity holders, members, partners, managers and employees, for any loss, liability or expense arising from or out of an alleged
violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has
been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular
indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular
indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee 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 SEC and of the published position of any state securities regulatory authority in which
securities of the Company were offered or sold as to indemnification for violations of securities laws.


 


		14.2	Limitation on Indemnification.  Notwithstanding the foregoing, the Company shall not provide for indemnification
of the Advisor, Lincoln or their respective Affiliates or of their respective officers, directors, equity holders, members, partners,
managers and employees, for any liability or loss suffered by any of them, nor shall any of them be held



 




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		 	 harmless for any loss
or liability suffered by the Company, unless all of the following conditions are met:


  


		(A)	The Advisor or one of its Affiliates or Lincoln or one of its Affiliates, as applicable, has determined, in good faith that
the course of conduct that caused the loss or liability was in the best interests of the Company.



 


		(B)	The Advisor or one of Affiliates or Lincoln or one of its Affiliates, as applicable, was acting on behalf of or performing
services for the Company.



 


		(C)	Such liability or loss was not the result of negligence or misconduct by the Advisor or one of its Affiliates or Lincoln or
one of its Affiliates, as applicable.



 


14.2       Limitation on Payment of Expenses.  The
Company shall pay or reimburse reasonable legal expenses and other costs incurred by any of the Advisor or its Affiliates or Lincoln
or its Affiliates, as applicable, or by any of their respective officers, directors, equity holders, members, partners, managers
and employees, in advance of the final disposition of a proceeding.  Such expenses shall be paid with respect to the
Advisor or its Affiliates or Lincoln or its Affiliates, as applicable, or any of their respective officers, directors, equity holders,
members, partners, managers and employees only if (in addition to any applicable procedures required by the MGCL) all of the following
are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf
of the Company, (b) the legal proceeding was initiated by a third party who is not a stockholder or, if by a stockholder acting
in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c) such Person undertakes to repay
the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately
determined that such Person is not entitled to indemnification.


  


Article 15


Miscellaneous


 


15.1       Notices.  Any notice, request, demand,
approval, consent, waiver or other communication required or permitted to be given hereunder or to be served upon any of the parties
hereto (each a “Notice”) shall be in writing and shall be (a) delivered in person, (b) sent by facsimile transmission
(with the original thereof also contemporaneously given by another method specified in this Section 15.1), (c) sent by a nationally-recognized
overnight courier service, or (d) sent by certified or registered mail (postage prepaid, return receipt requested), to the address
of such party set forth herein.


 


	To the Company:	American Realty Capital – Retail Centers of America, Inc.
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention: Edward M. Weil, Jr., President
	 	Facsimile: (212) 421-5799


 




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	 	With a copy to:
	 	 
	 	Proskauer Rose LLP
	 	Eleven Times Square
	 	New York, New York 10036
	 	Attention:  Peter Fass, Esq.
	 	Attention:  James Gerkis, Esq.
	 	Facsimile:  (212) 969-2900
	 	 
	To the Advisor:	American Realty Capital Retail Advisor, LLC
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention: Edward M. Weil, Jr., President
	 	Facsimile: (212) 421-5799
	 	 
	 	With a copy to:
	 	 
	 	Proskauer Rose LLP
	 	Eleven Times Square
	 	New York, New York 10036
	 	Attention:  Peter Fass, Esq.
	 	Attention:  James Gerkis, Esq.
	 	Facsimile: (212) 969-2900


 


Any party may at any time give Notice in writing to the other
parties of a change in its address for the purposes of this Section 15.1.


 


		15.2	Modification.  This Agreement shall not be amended, supplemented, changed, modified, terminated or discharged,
in whole or in part, except by an instrument in writing signed by the Company and the Advisor, or their respective successors or
permitted assigns.



 


		15.3	Severability.  The provisions of this Agreement are independent of and severable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may
be invalid or unenforceable in whole or in part.



 





		15.4	Third Party Beneficiary.  The terms and provisions of this Agreement are intended solely for the benefit of
each party hereto, their Affiliates and their respective successors and permitted assigns, and it is not the intention of the parties
to confer third-party beneficiary rights upon any other Person; except with respect to the benefits conferred upon or derived by
Lincoln and its Affiliates and their respective successors and assigns under Articles 9, 13 and 14. Lincoln, its
Affiliates and their respective successors and assigns shall have all rights, remedies, powers and privileges provided in such
Articles and shall have the right to directly seek enforcement of such rights, remedies, powers and privileges under this Agreement. Neither
the failure nor any delay on the part of Lincoln, its Affiliates or their respective successors and assigns to exercise any right,
remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy,


 


 




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			 power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver
of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless
it is in writing and is signed by the party asserted to have granted such waiver.  Copies of any Notice delivered in
accordance with Section 15.1 of this Agreement shall be (a) delivered in person, (b) sent by facsimile transmission, (c) sent by
a nationally-recognized overnight courier service, or (d) sent by certified or registered mail (postage prepaid, return receipt
requested), to Lincoln at the following address:



 


Lincoln Retail REIT Services, LLC


2000 McKinney Avenue


Suite 1000


Dallas, Texas 75201


Facsimile:  (214) 740-3313


Attention:  Mr. Robert Dozier


Attention:  Mr. Gregory S. Courtwright


 


with a copy to:


 


Greenburg Traurig, LLP


200 Park Avenue


New York, NY 10166


Telephone: (212) 801-9330


Facsimile: (212) 805-9330


Attention:  Judith D. Fryer, Esq.


 


		15.5	Construction.  The provisions of this Agreement shall be construed and interpreted in accordance with the
laws of the State of New York as at the time in effect, without regard to the principles of conflicts of laws thereof.



 


		15.6	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.



 


		15.7	Waiver.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with



 




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			 respect to any other occurrence.  No waiver shall be effective unless it is in writing and is
signed by the party asserted to have granted such waiver.


 


 


		15.8	Gender.  Words used herein regardless of the number and gender specifically used, shall be deemed and construed
to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.



 


		15.9	Titles Not to Affect Interpretation.  The titles of Articles and Sections contained in this Agreement are
for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation
hereof.



 


		15.10	Counterparts.  This Agreement may be executed with counterpart signature pages or in any number of counterparts,
each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when one or more counterpart signatures pages or counterparts
hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.



  


[The remainder of this page is intentionally
left blank.


Signature page follows.]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date and year first above written.


 


	 	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC.
	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	Name: Edward M. Weil,Jr.
	 	Title: President
	 	 
	 	AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P.
	 	 
	 	By: American Realty Capital – Retail Centers of America, Inc., Its General Partner
	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	Name: Edward M. Weil, Jr.
	 	Title: President
	 	 
	 	AMERICAN REALTY CAPITAL RETAIL ADVISOR, LLC
	 	 
	 	By:	American Realty Capital Retail Special Limited Partnership, LLC, Its Member
	 	 	 
	 	By:	American Realty Capital IV, LLC, Its Managing Member
	 	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 	Name: Nicholas S. Schorsch
	 	Title: Authorized Signatory




 


 




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