Unassociated Document


    

      ARC
        WBPCFL0001, LLC

      AGREEMENT
        FOR TRANSFER

      OF
        MEMBERSHIP INTERESTS

       

      THIS
        AGREEMENT FOR TRANSFER OF MEMBERSHIP INTERESTS (this “Agreement”)
        entered into as of September 16, 2008 between ARC GROWTH FUND I, LLC, a Delaware
        limited liability company (“Seller”),
        and
        AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited
        partnership (“Buyer”).

       

      STATEMENT
        OF PURPOSE

       

      Seller
        is
        the sole member of ARC WBPCFL0001, LLC, a Delaware limited liability company
        (the “Company”).
        The
        Company is a single-purpose entity created for the purpose of owning, operating
        and managing that certain tract or parcel of land more particularly described
        in
        Exhibit “A” attached hereto (the “Land”)
        and
        those certain improvements commonly known as 175 Cypress Point Parkway, Palm
        Coast, FL. 

       

      The
        Company currently leases the Land and improvements located thereon to National
        City Bank (the “Tenant”),
        pursuant to that certain lease agreement more particularly described in Exhibit
        “B” attached hereto (the “Lease”).

       

      Buyer
        desires to purchase from Seller, and Seller desires to sell and transfer
        all of
        its right, title and interest in and to the Company to Buyer subject to the
        terms and provisions of this Agreement.

       

      AGREEMENT

       

      1. Transfer
        of Membership Interests.
        Seller
        agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of
        Seller’s right title and interest in and to Seller’s membership interests in the
        Company (the “Membership
        Interest”),
        as
        set forth in the Limited Liability Company Agreement for the Company, a copy
        of
        which is attached hereto as Exhibit “C”.

       

      2. Representations
        and Warranties of Seller.
        Seller
        represents and warrants to Buyer as of the date hereof and as of the Closing
        as
        follows:

       

      (a) Ownership
        of Membership Interest.
        Seller
        is the sole owner of the Membership Interest. Seller owns the Membership
        Interest free and clear of all liens, encumbrances, claims or restrictions
        on
        transfer or voting, other than restrictions on transfer imposed by the terms
        of
        the Loan, and federal and state securities laws. At all times between the
        date
        of formation of the Company and the Closing Date, Seller has constituted
        and
        shall constitute the sole holder of the Membership Interest.

       

      (b) Authority
        of Seller.
        Subject
        to obtaining the consent of Lender (as hereinafter defined) to the transaction
        contemplated by this Agreement (the “Transaction”),
        Seller has the right, power and authority to enter into this Agreement and
        to
        consummate the Transaction. This Agreement is a valid and legally binding
        obligation of Seller, enforceable in accordance with its terms except to
        the
        extent that enforcement may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium and other laws relating to or affecting the rights
        of
        creditors generally, and except as enforcement is subject to the laws of
        equity.
        Subject to obtaining Lender’s consent to the Transaction, the execution by
        Seller of this Agreement and consummation of the Transaction does not, and
        as of
        the Closing will not, result in the breach of any of the terms and provisions
        of, or constitute a default under any document to which Seller or the Company
        is
        a party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) Assets
        of the Company.
        The
        assets of the Company are more particularly described in Exhibit "D", attached
        hereto (the "Property").

       

      (d) The
        Loan.
        Seller
        represents and warrants that the Property is encumbered by that certain loan
        in
        the principal amount of up to $32,000,000.00 (the “Loan”)
        by KBC
        Bank, N.V. (together with its successors and assigns, the “Lender”).

       

      (e) Due
        Formation of Seller.
        Seller
        is a limited liability company duly organized and validly existing and in
        good
        standing under the laws of the State of Delaware.

       

      (f) The
        Membership Interests.
        The
        Membership Interest comprises all of the economic interest in the
        Company.

       

      (g) Bankruptcy.
        Neither
        Seller nor the Company is the subject of or a party to any state or federal
        bankruptcy or insolvency proceeding. Neither Seller nor the Company is
        contemplating either (i) the filing of a petition by it under any state or
        federal bankruptcy or insolvency laws, or (ii) the liquidation of all or
        a major
        portion of the assets of Seller or the Company.

       

      (h) Due
        Formation of Company.
        The
        Company is a limited liability company duly organized, validly existing and
        in
        good standing under the laws of the State of Delaware and qualified to do
        business in, and in good standing under the laws of the State of Florida.
        The
        Company has not transacted business in any state other than the State of
        Florida. The Company has the requisite power and authority to conduct its
        business as now conducted and to own the Property.

       

      (i) Litigation.
        There
        are no pending or, to Seller’s knowledge, threatened or contemplated actions,
        suits, proceedings, arbitrations, claims or governmental investigations which
        affect, or may affect, the Company or the Property or the Membership
        Interest.

       

      (j) FIRPTA.
        Seller is not a “foreign person” as defined in Section 1445(f)(3) of the
        Internal Revenue Code.

       

      The
        representations and warranties contained in this Section 2 shall survive
        the
        Closing for a period of six (6) months following the Closing. 

       

      To
        the
        extent that Seller makes representations and warranties “to Seller’s knowledge”
or the like, such representations and warranties are made without due inquiry
        and are limited solely to the knowledge of William Kahane. William Kahane
        shall
        not have any liability hereunder in connection with such representations
        or
        warranties.

       

      
        
          
          

        

        
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      3. Representations
        and Warranties of the Buyer.
        Buyer
        hereby represents and warrants to Seller, that:

       

      (a) Authority
        of Buyer.
        Buyer
        is a limited partnership validly existing and in good standing under the
        laws of
        the State of Delaware. Buyer has the right, power and authority to enter
        into
        this Agreement and to consummate the Transaction. This Agreement is a valid
        and
        legally binding obligation of Buyer, enforceable in accordance with its terms,
        except to the extent that enforcement may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium and other laws relating to or affecting
        the rights of creditors generally, and except as enforcement is subject to
        the
        laws of equity. The execution by Buyer of this Agreement and consummation
        of the
        Transaction does not, and, as of the Closing, will not, result in the breach
        of
        any of the terms and provisions of, or constitute a default under any document
        to which Buyer is a party.

       

      (b) Litigation.
        There
        are no pending or, to Buyer’s knowledge, threatened or contemplated actions,
        suits, proceedings, arbitrations, claims or governmental investigations which
        affect, or may affect, the ability of the Buyer to consummate the Transaction
        contemplated hereby.

       

      (c) Consents
        and Approvals.
        The
        execution, delivery and performance by Buyer of this Agreement and the
        consummation of the transactions contemplated hereby do not and will not
        require
        any consent, approval, authorization or other action by, or declaration,
        filing
        or registration with, or notification to, any governmental agencies or
        bodies.

       

      Except
        as
        expressly provided otherwise in this Section 3, the representations and
        warranties contained in this Section 3 shall survive the Closing.

       

      4. Purchase
        Price.
        The
        purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the
        Membership Interest shall be THREE MILLION AND NO/100 DOLLARS ($3,000,000.00).
        The total Purchase Price shall be payable as follows:

       

      (a) By
        cash
        or immediately available funds, or by check subject to collection, to the
        order
        of Chicago Title Insurance Company (in this capacity, “Escrow
        Agent”)
        located at Suite 2550, 1601 Market Street, Philadelphia, PA 19103, Attention:
        Edwin G. Ditlow, Tel: (215) 568-4889, Fax: (215) 568-4880, in the amount
        of ONE
        HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) (the “Deposit”),
        simultaneously with the execution and delivery of this Agreement by Buyer
        to
        Seller to be held in accordance with the terms of this Agreement and Escrow
        Agent’s standard escrow instructions. The Deposit shall be
        non-refundable.

       

      (b) By
        unendorsed bank check or certified check to the order of Escrow Agent, drawn
        on
        a bank that is a member of the New York Clearing House Association, or, at
        Seller’s option, by wire transfer of immediately available funds for the
        difference between the Purchase Price minus the Deposit on the Closing Date
        for
        the balance of the Purchase Price, subject to adjustment as hereinafter
        provided, on the Closing Date. 

       

      5. Conditions
        Precedent. Seller’s
        obligation to Close is contingent upon Seller having obtained
        the
        written approval of Lender to the Transaction. 

       

      
        
          
          

        

        
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      6. Closing
        and Closing Date.
        The
        consummation of the transfer by Seller to Buyer of the Membership Interest
        (the
“Closing”)
        shall
        take place through escrow at the offices of Escrow Agent on the later of
        (i)
        September 15, 2008 or (ii) the date which is three (3) business days after
        the
        Lender approves the Transaction (oral confirmation by Lender with written
        confirmation by Lender being delivered at Closing shall be deemed sufficient)
        (the “Closing
        Date”).
        TIME
        BEING OF THE ESSENCE WITH RESPECT TO THE CLOSING DATE.

       

      7. Liabilities
        of the Company.
        Buyer
        acknowledges the existence of the liabilities of the Company under the Permitted
        Exceptions (as defined in Section 8 herein) and the Lease, and provided that
        the
        Transaction closes in accordance with Section 6 herein, agrees to accept
        the
        Membership Interest and the Property subject to all the terms and conditions
        contained in the Permitted Exceptions and the Lease.

       

      8. Title
        to the Property.
        At the
        Closing, the Company shall hold fee simple title to the Land and Improvements,
        respectively, subject only to exceptions to title described in the title
        insurance policy (the “Permitted
        Exceptions”)
        and
        real estate taxes, sewer charges and assessments which are a lien but not
        yet
        due and payable. 

       

      9. Closing
        Costs.
        Subject
        to the limitations set forth below, Seller shall pay deed transfer and/or
        stamp
        taxes, if any. All charges and expenses relating to any loan secured by the
        Property obtained after the Closing shall be payable by Buyer. Escrow fees
        payable to Escrow Agent shall be split 50/50 between Seller and Buyer. Each
        party shall pay its own legal and attorneys’ fees.

       

      10. Proration.
        Net
        rent due under the Lease, to the extent the same is payable upon the Closing
        (computed as accrued Basic Rent (as defined in the Lease) shall be apportioned
        as of the date of the Closing. No other apportionments shall be made at the
        Closing.

       

      11. No
        Other Representations.
        Except
        for the representations and warranties of Seller in this Agreement, it is
        expressly agreed that Buyer shall accept the Property, in its present condition,
        “AS IS”, “WHERE IS” and “WITH ALL FAULTS”, subject to all patent and latent
        defects and faults, if any, with no representation or warranty by Seller
        as to
        the fitness, suitability, merchantability, habitability, or usability, including
        but not limited to, (a)
        the
        quality or condition of all improvements and the real property, including
        without limitation, the water, soil and geology, (b) any
        construction defects, errors, omissions or on account of any other conditions
        affecting the Land and Improvements, (c)
        the
        manner of operating the Land or Improvements and the expenses related thereto,
        (d)
        the
        compliance of the Land or Improvements with any laws, rules, ordinances or
        regulations of any governmental body; and (e)
        the
        nature and extent of any recorded servitudes, rights-of-way, leases, possession,
        liens, encumbrances, licenses, reservations, conditions or otherwise.


       

      12. Brokers
        Fees.
        Seller
        and Buyer represent and warrant each to the other that they have not dealt
        with
        any broker or realtor in connection with the Transaction. In the event of
        a
        breach of the foregoing warranties, the breaching party agrees to save, defend,
        indemnify and hold harmless the non breaching party from and against any
        claims,
        losses, damages, liabilities and expenses, including but not limited to
        attorneys’ fees.

       

      
        
          
          

        

        
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      13. Closing
        Documents.

       

      (a) At
        Closing, Seller shall deliver to Escrow Agent the following:

       

      (i) A
        duly
        executed Assignment and Assumption of Membership Interest for the Company
        in the
        form attached hereto as Exhibit
        “E”
        to this
        Agreement;

       

      (ii) A
        certification in a form reasonably acceptable to Buyer, that Seller is not
        a
        foreign person;

       

      (iii) Such
        documents as Buyer’s counsel may reasonably request to evidence Seller’s
        authority to execute and perform under this Agreement and to execute and
        deliver
        all documents assigning the Membership Interest to Buyer;

       

      (iv) Such
        documents described in this Agreement to be executed by Seller, and deliver
        such
        other documents and papers which may be reasonably necessary to the consummation
        of the Transaction as may be reasonably requested by Buyer, or its respective
        counsel;

       

      (v) Certificate
        of Good Standing for the Company and Certificate of Authority from the State
        of
        Florida;

       

      (vi) Copies
        of
        the Certificate of Formation and Operating Agreement together with all
        modifications and amendments thereto for the Company, certified as true and
        correct by an authorized officer of Seller;

       

      (vii) The
        original Limited Liability Company Agreement for the Company to which a
        certification from an authorized officer of Seller shall be attached stating
        that the Limited Liability Company Agreement has not been modified or amended
        except as requested herein;
        

       

      (viii) The
        original Title Insurance issued by First American Insurance Company for the
        Property; and

       

      (ix) Notice
        to Tenant notifying Tenant of this Transaction; 

       

      (b) At
        closing, Buyer shall:

       

      (i) Deliver
        to Escrow Agent the balance of the Purchase Price;

       

      (ii) Deliver
        to Seller such documents as Seller or Seller’s respective counsel, may
        reasonably request to evidence Buyer’s authority to execute and perform under
        this Agreement;

       

      (iii) Deliver
        to Seller a duly executed Assignment and Assumption of Membership Interest
        for
        the Company; and 

       

      
        
          
          

        

        
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      (iv) Such
        documents described in this Agreement to be executed by Buyer, and deliver
        such
        other documents and papers which may be reasonably necessary to the consummation
        of the Transaction as may be reasonably requested by Seller, Seller’s respective
        counsel.

       

      14. Default
        and Remedies.
        

       

      (a) In
        the event Seller defaults or willfully fails to perform any of the conditions
        or
        obligations of Seller under this Agreement
        and provided Buyer has performed all of its obligations hereunder
        required to be performed as of the date of Seller’s breach,
        Buyer, as Buyer’s sole and exclusive remedy,
        shall
        have the right to declare
        this Agreement terminated and, upon such termination (in which event Escrow
        Agent shall return the Deposit to Buyer), the parties shall have no further
        rights,
        liabilities
        or obligations with respect to this Agreement.

       

      (b) In
        the
        event that the terms and conditions of this Agreement have been satisfied
        by
        Seller and Buyer fails to close on this Agreement within the time limits
        set
        forth, Seller, as Sellers sole and exclusive remedy, shall be entitled to
        retain
        the Deposit as liquidated damages and declare this Agreement terminated,
        the
        parties shall have no further rights, obligations or liabilities with respect
        to
        this Agreement.

       

      15. Notices.
        Any
        notice required or permitted to be given under this Agreement shall be in
        writing and shall be deemed to have been given when deposited in the United
        States mail, registered or certified mail, postage prepaid, return receipt
        requested, or when faxed or deposited with a nationally recognized overnight
        courier service for next day delivery, and addressed to each party as set
        forth
        below. Either party may, from time to time, designate a different address
        to
        which notices shall be sent.

       

      To
        Seller: 

      


      ARC
        GROWTH FUND I, LLC

      405
        Park
        Avenue, 15th Floor

      New
        York,
        New York 10022

      Telephone:
        (212) 415-6500

      Fax
        No.:
        (212) 421-5799

      


      To
        Buyer:

       

      AMERICAN
        REALTY CAPITAL OPERATING 

      PARTNERSHIP,
        L.P.

      106
        York
        Road

      Jenkintown,
        Pennsylvania 19046

      Telephone:
        (215) 887-2189

      Fax
        No.:
        (215) 887-2585

       

      
        
          
          

        

        
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      16. Miscellaneous.

       

      (a) This
        Agreement shall be governed by and construed in accordance with the laws
        of
        Delaware.

       

      (b) This
        Agreement and the attached Exhibits contain the entire understanding and
        agreement by and between the parties with respect to the subject matter of
        this
        Agreement and all prior or contemporaneous oral or written agreements or
        instruments are merged in this Agreement and no amendment to this Agreement
        shall be effective unless the same is in writing and signed by the parties
        hereto.

       

      (c) The
        parties hereby designate Buyer’s attorney as the responsible party for filing a
        Form 1099 (or other substitute, additional or replacement forms) reporting
        this
        transaction to the Internal Revenue Service and agree to furnish such party
        with
        all information necessary to permit such party to file the same. 

       

      (d) This
        Agreement shall be binding upon and shall inure to the benefit of the parties
        and their respective heirs, successors, executors, administrators and permitted
        assigns.

       

      (e) Each
        party represents and warrants to the other party that the execution of this
        Agreement and any other documents required or necessary to be executed pursuant
        to the provisions of this Agreement are valid, binding obligations and are
        enforceable in accordance with their terms.

       

      (f) The
        captions and headings throughout this Agreement are for convenience and
        reference only and the words contained therein shall in no way be held to
        define
        or add to the interpretation, construction or meaning of any provision of
        this
        Agreement.

       

      (g) This
        Agreement may not be changed orally, but only by an agreement in writing
        signed
        by both Buyer and Seller. No waiver of any of the provisions to this Agreement
        shall be valid unless in writing and signed by the party against whom such
        waiver is sought to be enforced.

       

      (h) In
        the
        event either party shall bring any action or proceeding pursuant to this
        Agreement, the prevailing party therein shall be entitled to recover its
        costs
        and expenses in such action or proceeding, including reasonable attorneys’ fees.
        The provisions of this subparagraph (g) shall survive the Closing or early
        termination of this Agreement.

       

      (i) This
        Agreement shall not be assignable without the consent of the Seller which
        may be
        withheld or granted in its sole discretion; provided, however, nothing herein
        shall prevent Buyer from assigning this Agreement to an Intermediary (as
        hereinafter defined) or to an entity which is owned or controlled by or commonly
        controlled with Buyer, or the Intermediary. Buyer shall nevertheless have
        the
        right with notice to Seller to assign this Agreement or its right to purchase
        the Company to an entity owned by, controlled by or under common control
        with
        Buyer. In no event shall any assignment of this Agreement release or discharge
        Buyer from any liability or obligation hereunder.

       

      (j) This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original, and all such counterparts together shall constitute one and
        the
        same instrument. Delivery of executed facsimile counterparts of this Agreement
        shall be deemed effective delivery hereof.

       

      
        
          
          

        

        
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      17. NO
        ATTORNEY CLIENT RELATIONSHIP/NO TAX ADVICE.
        BUYER
        ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE
        OF
        LAW OR ACCOUNTING AND HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN
        ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER, OR ANY OF
        SELLER’S OFFICERS, DIRECTORS, MANAGERS, AGENTS, EMPLOYEES OR REPRESENTATIVES
        (INCLUDING, WITHOUT LIMITATION, SELLER’S LEGAL COUNSEL) (COLLECTIVELY,
“SELLER’S
        PARTIES”).
        IT IS
        UNDERSTOOD AND AGREED THAT ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER
        OR
        ANY OF SELLER’S PARTIES REGARDING LEGAL OR TAX CONSEQUENCES MAY NOT BE USED OR
        RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL
        COUNSEL
        AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS ITSELF DEEMED
        IT
        UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR
        ANY
        FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE. 

       

      18. Recordation.
        Neither
        this Agreement nor any memorandum hereof may be recorded or filed. Any attempted
        recordation of this Agreement or a memorandum hereof shall render it null
        and
        void with Seller entitled to retain the Deposit paid hereunder.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

          
          

        

        
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        EXECUTED
          as of the date first above written.

         

      

      
        	
                SELLER

                 

                ARC
                  GROWTH FUND I, LLC,

                a
                  Delaware limited liability company

                 

                 

                By:  /s/
                  William
                  Kahane                   

                Name:
                  William Kahane

                Title:
                  President

              
	 
	
                BUYER

                 

                AMERICAN
                  REALTY CAPITAL OPERATING PARTNERSHIP, L.P., 

                a
                  Delaware limited partnership

                 

                By:
                  American Realty Capital Trust, Inc., its

                general
                  partner

                 

                 

                By: /s/
                  Brian
                  Block                     

                Name:
                  Brian Block

                Title:
                  Chief Financial Officer

              
	 
	 


      

       

      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      SCHEDULE
        OF EXHIBITS

       

      
        	
                Exhibit
                  A

              	
                Description
                  of the Land

              


      

       

      
        	
                Exhibit
                  B

              	
                The
                  Lease

              


      

       

      
        	
                Exhibit
                  C

              	
                Limited
                  Liability Company Agreement of ARC WBPCFL0001,
                  LLC

              


      

       

      
        	
                Exhibit
                  D

              	
                The
                  Property

              


      

       

      
        	
                Exhibit
                  E

              	
                Form
                  of Assignment and Assumption of Membership
                  Interest

              


      

       

      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        “A”

       

      Description
        of the Land

       

      Lot
        7,
        Southwest Quadrant Phase I, according to the plat thereof, as recorded in
        Plat
        Book 29, Pages 94 and 95, of the Public Records of Flagler County,
        Florida.

       

      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        “B”

       

      The
        Lease

       

      Lease
        dated as of June 30, 2008, between American Realty Capital II, LLC(predecessor
        in interest to ARC WBPCFL0001, LLC), as landlord, and National City Bank,
        as
        tenant, as assigned by that certain Assignment and Assumption of Lease dated
        as
        of July, 2008 by American Realty Capital II, LLC, as assignor, to ARC
        WBPCFL0001, LLC, as assignee, as further amended by letter agreement dated
        August 22, 2008 from National City Bank to ARC WBPCFL0001, LLC, and further
        by
        that certain Commencement Date Certificate dated as of August 22,
        2008.

       

      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        “C”

       

      Limited
        Liability Company Agreement for ARC WBPCFL0001, LLC

       

      [TO
        BE
        ATTACHED]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       



      



      



      



      



      



      



      



      



      



      



      



      



      



      



      



      




       

      


      



      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        “D” 

      


      Property

      


      With
        respect to ARC
        WBPCFL0001, LLC (the
        "Property"):

      


      (a) All
        of
        the Company’s interest as fee owner of the Land;

       

      (b) Subject
        to the terms of the Lease, all improvements and fixtures now located on the
        Land
        including, without limitation, any and all other buildings, structures, parking
        areas, landscaping improvements and other amenities currently located on
        the
        Land (collectively, the "Improvements");

       

      (c) Subject
        to the terms of the Lease, all personal property, if any, now owned or hereafter
        acquired by the Company and located on or to be located on or in or used
        in
        connection with the Land and Improvements (collectively, the "Personal
        Property");

       

      (d) All
        of
        the Company's interest, if any, in any intangible property now or hereafter
        owned by the Company and used in connection with the Land, the Improvements
        and
        the Personal Property, including, without limitation, the following: (A)
        all
        existing warranties and guaranties issued in connection with the Property;
        and
        (B) all existing permits, licenses, approvals and authorizations issued by
        any
        governmental authority in connection with the Property, including, without
        limitation, the right to use any name or trade name associated with any of
        the
        foregoing (collectively, the “Intangible
        Property”).

       

      (e) All
        of
        the Company's right, title and interest as landlord under the Lease, including
        any and all rents, charges, and claims of landlord thereunder, tenant estoppel
        certificates, reimbursement rights, and the like (collectively, the
“Lease
        Rights”).

       

      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        “E”

       

      Assignment
        and Assumption of Membership Interest

       

      THIS
        ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (“Assignment”)
        is
        entered into as of __________, 2008 by and among ARC GROWTH FUND I, LLC
        (“Transferor”),
        and
        AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P. (“Transferee”).

       

      RECITALS:

       

      A. ARC
        _________, LLC, a Delaware limited liability company (the “LLC”),
        was
        formed pursuant to a Limited Liability Company Agreement dated as of
        _____________ (the “LLC
        Agreement”),
        executed by Transferor, as the sole member of the LLC.

       

      B. Pursuant
        to Section 8.1 of the LLC Agreement Transferor desires to assign and transfer
        one hundred percent (100%) of its Membership Interest (as such term is defined
        in the LLC Agreement) in the LLC, as the sole Member (as such term is defined
        in
        the LLC Agreement) in the LLC to Transferee and to admit Transferee as a
        Member
        of the LLC (the “Transaction”).

       

      AGREEMENT:

       

      NOW,
        THEREFORE, in consideration of the mutual covenants set forth in this Assignment
        and the LLC Agreement, and for other good and valuable consideration, the
        receipt and sufficiency of which are hereby acknowledged, the parties hereto
        agree as follows:

       

      1. Definitions.
        All
        terms used herein which have their initial letter capitalized which have
        been
        specially defined in the LLC Agreement shall have the same meaning herein
        as set
        forth in the LLC Agreement, unless expressly provided otherwise
        herein.

       

      2. Assignment.
        Transferor does hereby assign and transfer unto Transferee one hundred percent
        (100%) of its Membership Interest in the LLC, which Membership Interest
        constitutes the entire ownership interest outstanding in the LLC. By execution
        of this Assignment, Transferee intends to become the sole Member of the LLC.
        Transferee hereby accepts the assignment and transfer of such Membership
        Interest in the LLC from Transferor, and does hereby ratify, accept, adopt
        and
        agree to and hereby agrees to be bound by, all of the terms and provisions
        of
        the LLC Agreement, and such Transferee hereby assumes all obligations,
        responsibilities, duties, liabilities and costs of a Member accruing or becoming
        due from and after the date hereof. The Transferor, as the Member of the
        LLC,
        hereby approves Transferee and the transfer of the Membership Interest belonging
        to the Transferor to Transferee. Transferee is hereby admitted as a Member
        with
        respect to the Membership Interest so transferred, and from and after the
        execution and delivery of this Assignment, Transferee shall be the sole Member
        of the LLC under the LLC Agreement.

       

      3. Counterparts.
        To
        facilitate execution, this instrument may be executed in as many counterparts
        as
        may be convenient or required. It shall not be necessary that the signature
        or
        acknowledgment of, or on behalf of, each party, or that the signature of
        all
        persons required to bind any party, or the acknowledgment of such party,
        appear
        on each counterpart. All counterparts shall collectively constitute a single
        instrument. It shall not be necessary in making proof of this instrument
        to
        produce or account for more than a single counterpart containing the respective
        signatures of, or on behalf of, and the respective acknowledgments of, each
        of
        the parties hereto. Any signature or acknowledgment page to any counterpart
        may
        be detached from such counterpart without impairing the legal effect of the
        signatures or acknowledgments thereon and thereafter attached to another
        counterpart identical thereto except having attached to it additional signature
        or acknowledgment pages.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4. Severability.
        Any
        provision of this Assignment that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      5. Successors
        and Assigns.
        All
        covenants and agreements contained herein shall be binding upon and inure
        to the
        benefit of the parties hereto, and their respective successors and assigns.
        Any
        request, notice, direction, consent, waiver, or other writing or action by
        the
        Managers or the Members prior to the date hereof shall bind each of its or
        their
        successors and assigns.

       

      6. No
        Amendments.
        Except
        as amended hereby, the LLC Agreement shall not be amended and shall remain
        in
        full force and effect in accordance with its terms.

       

      7. Governing
        Law.
        THIS
        ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF DELAWARE APPLICABLE TO CONTRACTS TO BE PERFORMED ENTIRELY WITHIN
        SUCH STATE, INCLUDING ALL MEANS OF CONSTRUCTION, VALIDITY AND
        PERFORMANCE.

       

      [SIGNATURES
        TO APPEAR ON THE FOLLOWING PAGES]

       

      
        
          
          

          
          

        

        
          -2-

          
            

          

        

        
          
          

          
          

        

      



      EXECUTED
        as of the date first above written.

       

      
        	
                TRANSFEROR:

                 

                ARC
                  GROWTH FUND I, LLC,

                a
                  Delaware limited liability company

                 

                 

                By:_________________________________

                Name:
                  William Kahane

                Title:
                  President

              
	
                 

                TRANSFEREE:

                 

                AMERICAN
                  REALTY CAPITAL OPERATING PARTNERSHIP, L.P., 

                a
                  Delaware limited partnership

                 

                By:
                  American Realty Capital Trust, Inc., its

                general
                  partner

                 

                 

                By:
                  ____________________________

                Name:
                  Brian Block

                Title:
                  Chief Financial Officer