Exhibit 10.3


 


LEASING AGREEMENT


 


THIS LEASING AGREEMENT (this “Leasing
Agreement”) is made as of                            ,
2014 by and between AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC., a Maryland corporation (the “Company”)
and AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC, a Delaware limited liability company (the “Leasing Agent”). Capitalized
terms used herein but not defined shall have the meanings ascribed to them in the Property Management Agreement, dated the date
hereof, by and between the Leasing Agent and the Company (the “Property Management Agreement”).


 


		1.	Engagement.



 


		1.1.	Engagement. The Company hereby engages and retains the Leasing Agent to act as the sole and exclusive real estate broker
in connection with the leasing of the Owners’ Properties on the terms of this Leasing Agreement, and the Leasing Agent accepts
such engagement and agrees to perform such service on such terms; it being understood, that, the Leasing Agent may engage a third
party (together with any Affiliate of such third party or other third party retained in accordance with a leasing agreement between
the Leasing Agent and such third party, each a “Sub-Agent”) as the Leasing Agent deems necessary or desirable without
the consent of the Company, and may delegate all or a portion of the services to be provided hereunder to such Sub-Agent. Any fees
payable to a Sub-Agent (i) shall be the responsibility of the Leasing Agent out of payments received from the Company and (ii)
may, at the instruction of the Leasing Agent, be deducted from the Operating Account or the fees payable hereunder and paid by
the Owner to such Sub-Agent, or be paid directly by the Leasing Agent to such Sub-Agent, in the Leasing Agent’s sole discretion
or as required pursuant to a leasing agreement between the Leasing Agent and a Sub-Agent. The Company agrees to fully cooperate
with the Leasing Agent, each Sub-Agent and their agents and Cooperating Brokers (as defined below) with respect to the Leasing
Agent’s efforts in leasing the Properties and to refer to the Leasing Agent all inquiries of anyone interested in any Property
and to conduct all negotiations through the Leasing Agent. The Company further agrees to furnish the Leasing Agent such information
concerning the Properties as the Leasing Agent may reasonably request from time to time as a result of inquiries by prospective
tenants.



 


		1.2.	Leasing. This Leasing Agreement relates to leasing only.



 


		2.	Term. The initial term of this Leasing Agreement shall commence on the date hereof, shall continue in full force and
effect for one (1) year, and shall be automatically renewed for an unlimited number of successive one (1) year periods, subject
to earlier termination as hereinafter provided. The term of this Leasing Agreement may be extended for such additional periods
of time as the parties agree to in writing.



 




    	 



    	 



    

 


		3.	Leasing.



 


		3.1.	Leasing Fees. The Company will pay to the Leasing Agent a leasing fee (the “Leasing Fee”) in an amount equal
to the leasing fees charged by unaffiliated persons rendering comparable services in the same geographic location of the applicable
Property for the Leasing Agent’s or a Sub-Agent’s, as applicable, services in leasing the Properties to third parties,
which shall include taking into account the participation of Cooperating Brokers (as defined below), if applicable, and be determined
based on evidence of comparable fees provided by the Leasing Agent and shall include taking into account the participation of Cooperating
Brokers (as defined below), if applicable, and be subject to consent of the Owner, such consent not to be unreasonably withheld.
Commissions shall be fully earned as of the date the lease is executed and shall be paid by the Company, or in the sole discretion
of the Leasing Agent, by the Owner, on such date or, if customary for such geographic area then as follows: one half (1/2) of the
commission shall be due upon execution of the lease by the Owner and tenant and one half (1/2) of the commission shall be due upon
the earlier of (i) tenant’s opening for business at the premises, or (ii) the rent commencement date under the lease.



 


		3.2.	During Term. The Company shall pay the Leasing Agent the Leasing Fee, if, during the Term of this Leasing Agreement,
a third party tenant is procured by the Leasing Agent or a Sub-Agent, and if such tenant and the Owner enter into a written lease
covering all or part of the Property and if such lease is fully executed by the Owner and such tenant.



 


		3.3.	After Expiration of Term. The Company shall pay the Leasing Agent the Leasing Fee if, within one hundred eighty (180)
days after the expiration of the Term or earlier termination of this Leasing Agreement, the Owner enters into a written
lease covering all or part of the Property with any person or entity (including any to-be-established entity and/or single purpose
entity affiliated with said person or entity) to whom the Leasing Agent or a Sub-Agent has submitted the Property prior to the
expiration of the term of this Leasing Agreement or earlier termination of this Leasing Agreement in an effort to lease the Property
(the “Prospective Tenants”) and such lease is fully executed by the Owner and the Prospective Tenant, provided the
name of the Prospective Tenant is contained on the list described below. The Leasing Agent or a Sub-Agent shall, as a condition
precedent to its rights and the Company’s obligations under this Section 3.3, submit a written list of the Prospective Tenants
containing full and complete names, addresses, telephone numbers and primary contact persons to the Company no later than ten (10)
days following the expiration of the term of this Leasing Agreement or earlier termination of this Leasing Agreement. If the Owner
enters into another listing or leasing agreement with another real estate broker with respect to the Property, the Owner shall
exclude the Prospective Tenants under this Section 3.3 from any such other agreement for the period required herein.



 




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		3.4.	Terms of Lease. The Owner reserves the right to determine all terms, conditions and provisions of any lease and to reject
any lease in its discretion.



 


		3.5.	Sale by Owner. Whenever the Owner shall sell or convey its interest in a Property or any part thereof, the obligation
to pay any Leasing Fees under this Leasing Agreement from and after the date of such sale shall cease as of the date of such sale,
provided that the Company shall not be absolved from liability for Leasing Fees earned, payable or due hereunder as of such date.



 


		3.6.	No Additional Payments. The compensation to the Leasing Agent provided herein includes all costs, taxes, fees and charges,
and no additional payments shall be made to the Leasing Agent hereunder in connection with any lease.



 


		3.7.	Payment of Leasing Fees. The Leasing Fees shall be paid to the Leasing Agent in accordance with this Section 3. In accordance
with and pursuant to Section 4.6, the Leasing Agent or a Sub-Agent shall prepare and submit an invoice to the Company which shall
include a computation of the Leasing Fees payable to the Leasing Agent. The Company shall have the right to review such invoice
and obtain any supporting documentation with respect thereto from the Leasing Agent. To the extent that the Company believes the
computation provided by the Leasing Agent or a Sub-Agent is inconsistent with the computation permitted hereunder, the Company
and the Leasing Agent or a Sub-Agent which provided the computation shall work together in good faith to reach a computation of
such fees which is reasonably agreeable to both parties. If the Company and the Leasing Agent or a Sub-Agent, as the case may be,
agree that any of the Leasing Fees paid to the Leasing Agent for a prior period exceeded the amount permitted hereunder, the Leasing
Agent shall deduct the amount of such excess from the fees it is to be paid in accordance herewith for the then current period.



 


		4.	Duties and Authority of the Leasing Agent.



 


		4.1.	Leasing Functions. The Leasing Agent shall coordinate the leasing of the Properties and shall negotiate and use its
commercially reasonable efforts to secure executed leases from qualified tenants, and to execute same on behalf of the Owner, if
requested, for available space in the Properties, such lease to be in form and on terms approved by the Owner. The Leasing Agent
shall be responsible for the hiring of all Sub-Agents, as determined by the Leasing Agent to be necessary for the leasing of the
Properties, and to otherwise oversee and manage the leasing process on behalf of each Owner.



 


		4.2.	Duties; Standard of Performance. The Leasing Agent shall devote its commercially reasonable efforts to performing its
duties hereunder to lease the Properties in a diligent, careful and professional manner. The services of the Leasing Agent are
to be of a scope and quality not less than those generally performed by first class, professional leasing or listing managers of
properties similar in type and quality to the Properties and located in the same market area as the Properties. The Leasing Agent
will at all times act in good faith and in a commercially reasonable manner with respect to performing the leasing services hereunder
with respect to the Properties.



 




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		4.3.	Deposits. The Leasing Agent is authorized to conditionally accept a deposit from any prospective tenant in connection
with the presentation of a proposed written offer to the Owner, but neither the Company nor any other Owner shall thereby incur
any liability or obligation to such proposed tenant, the Leasing Agent, or any other third party by reason of the acceptance of
such a deposit by the Leasing Agent. The Leasing Agent will at all times act in good faith, in a commercially reasonable manner
and in a fiduciary capacity with respect to the proper protection of and accounting for any deposit accepted by the Leasing Agent;
it being understood, that, the Leasing Agent’s fiduciary relationship with each Owner Subsidiary is
limited solely to the proper protection of and accounting for such deposits and the Leasing Agent owes no other fiduciary duties
to the Owner or security holders of any Owner entity.



 


		4.4.	Leasing Plans



 


		4.4.1.	Within sixty (60) days of a Property becoming subject to this Leasing Agreement, the Leasing Agent shall prepare and submit,
or cause to be prepared and submitted, to the Company a marketing and leasing plan with respect to each such Property (each a “Plan”)
for the calendar year (or portion thereof) immediately following such submission. Thereafter, on or before the date specified each
year by the Company (but not later than November 1st), the Leasing Agent shall prepare and submit to the Company preliminary Plans
for the next calendar year followed by final Plans for the next calendar year, incorporating any reasonable changes requested by
the Company. In connection with any acquisition of a Property by the Owner, the Leasing Agent will prepare a Plan for such Property
for the remainder of the calendar year. Each Plan will be in the form approved by the Company prior to the date thereof.



 


		4.4.2.	The Company will approve or disapprove a Plan within a reasonable time after the receipt of the Plan, but not later than thirty
(30) days after the submission thereof to the Company. The Leasing Agent will make any reasonable changes to each Plan that are
requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar
year, the Leasing Agent shall submit to the Company for its approval an updated Plan incorporating such changes as shall be necessary
to reflect changes occurring subsequent to the prior Plan during such period. If the Company does not disapprove of such revised
Plan within 30 days after receipt thereof by the Company, such Plan shall be deemed approved. If the Company shall disapprove of
any such Plan, the Leasing Agent shall submit a revised Plan within ten (10) days of receipt of notice of disapproval, and the
Company shall have ten (10) days to provide notice to the Leasing Agent if it disapproves of any such further revised Plan.



 




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		4.4.3.	The Leasing Agent shall provide supporting information reasonably requested by the Company in connection with its review of
any Plan submitted by the Leasing Agent.



 


		4.5.	Advertising. The Leasing Agent is authorized to advertise in accordance with the Budget, at the Owner’s expense,
the Property and to place “For Lease” and similar signs on the Property, subject to the Company’s reasonable
approval over the type and location of such signs. The Company and the Leasing Agent agree to cooperate so as to keep each
other informed of the publication or distribution of any publicity releases relating to the Property. The Leasing Agent shall not
otherwise publish, display or distribute any marketing flyers or advertisements without the Owner’s prior written consent,
not to be unreasonably withheld, conditioned or delayed.



 


		4.6.	Monthly Report. The Leasing Agent shall prepare and furnish to the Company, as soon as possible after the end of each
month during the term of this Leasing Agreement and in no event later than the twentieth (20th) day of the month, a monthly report,
in reasonable detail, summarizing the Leasing Agent’s or a Sub-Agent’s, as applicable, activities hereunder and the
results obtained therefrom for the previous month. The report shall be in a form reasonably acceptable to the Company and
shall include such information regarding advertising, people contacted, property showings and related matters as the Company reasonably
requests.



 


		4.7.	Limitation on Authority. Notwithstanding any provision to the contrary contained herein, the Leasing Agent expressly
acknowledges, confirms and agrees that it is acting as an independent contractor and not as the Company’s or any other Owner’s
agent. Except as expressly set forth herein, the Leasing Agent has no authority to incur liabilities on behalf of the Company or
any other Owner nor to enter into, execute, make or acknowledge any contract, covenant, agreement, lease or representation pertaining
to the Property without the express prior written approval of the Company. Any action taken by the Leasing Agent which is not expressly
permitted by this Leasing Agreement shall not bind the Company or any other Owner. The Leasing Agent agrees that it shall, and
shall cause each Sub-Agent it retains pursuant to Section 1.1, in all oral and written communications with prospective tenants,
to advise such prospective tenants that any and all lease proposals are proposals only and are contingent upon the negotiation
and final execution by the Owner and by the prospective tenant of a mutually acceptable and definitive lease embodying the full
terms of their agreement. The Leasing Agent further acknowledges and agrees that all oral and written lease offers received by
the Leasing Agent or a Sub-Agent, as applicable, shall be delivered to the Company and shall not be binding or obligatory on the
Owner until the Owner accepts such offer and evidences such acceptance by the execution of a written contract relating thereto.



 




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		4.8.	Representations. The Leasing Agent shall make no representations or warranties of any kind, express or implied, concerning
the Property or any other matter without the prior written consent of the Company, not to be unreasonably withheld, conditioned
or delayed. The Company, on behalf of each Owner, represents and warrants to the Leasing Agent that such Owner (i) is the sole
fee simple title owner to the Property and (ii) has the right to enter into lease agreements and occupancy agreements with respect
to the Property. The Company represents and warrants that it is authorized and has the capacity to execute and deliver this Leasing
Agreement. The Company, on behalf of each Owner, hereby authorizes the Leasing Agent to furnish full disclosure to a prospective
tenant of all information with respect to the Property furnished by the Company to the Leasing Agent.



 


		4.9.	Professional Consultants. In regard to the marketing and leasing of the Property, the Leasing Agent will utilize the
services of such attorneys, accountants and financial and other professionals as the Company may from time to time designate at
the Owner’s sole cost and expense.



 


		5.	Representations and Warranties of the Company. To induce the Leasing Agent to enter into this Leasing Agreement, the
Company, on its own behalf and on behalf of each Owner, makes the following representations and warranties, which shall survive
the execution and termination of this Leasing Agreement:



 


		5.1.	Organization. The Company is duly organized, validly existing and in good standing under the laws of the state of Maryland.
The Company has all power and authority required to execute, deliver and perform this Leasing Agreement, both on its own behalf
and on behalf of each Owner.



 


		5.2.	Authorization. The execution, delivery and performance of this Leasing Agreement has been duly authorized by all necessary
action on the part of the Company.



 


		5.3.	Validity. This Leasing Agreement constitutes a legal, valid and binding agreement of the Company enforceable against
the Company in accordance with its terms except as limited by bankruptcy, insolvency, receivership and similar laws of general
application.



 


		6.	Representations and Warranties of the Leasing Agent. To induce the Company to enter into this Leasing Agreement, the
Leasing Agent makes the following representations and warranties, which shall survive the execution and termination of this Leasing
Agreement:



 


		6.1.	Organization. The Leasing Agent is duly organized, validly existing and in good standing under the laws of the state
of Delaware. The Leasing Agent has all power and authority required to execute, deliver and perform this Leasing Agreement.



 


		6.2.	Authorization. The execution, delivery and performance of this Leasing Agreement has been duly authorized by all necessary
action on the part of the Leasing Agent.



 




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		6.3.	Validity. This Leasing Agreement constitutes a legal, valid and binding agreement of the Leasing Agent enforceable against
the Leasing Agent in accordance with its terms except as limited by bankruptcy, insolvency, receivership and similar laws of general
application.



 


		6.4.	Licenses. During the entire term of this Leasing Agreement, the Leasing Agent shall cause all persons performing licensable
activities to have and to maintain in full force and effect all licenses, including, without limitation, any real estate broker’s
license, which the real estate licensing law requires and all permits necessary to perform its obligations under this Leasing Agreement
and shall pay all taxes, fees or charges imposed on the business engaged in by the Leasing Agent hereunder.



 


		6.5.	Independent Contractor. The Leasing Agent’s status under this Leasing Agreement is that of an independent contractor
and not as an agent or employee of the Company or any other Owner.



 


		7.	Indemnity. The Owner shall indemnify, hold harmless and defend the Leasing Agent, any Sub-Agent and their respective
Affiliates and officers, directors, employees, agents and representatives from all losses, damages, costs, claims and liabilities
(including, without limitation, court costs and reasonable attorneys’ fees relating thereto) arising out of or related to
(a) any materially incorrect information supplied by the Owner concerning the Property; or (b) any act or omission by the Owner
or any of its agents or representatives (other than the Leasing Agent or a Sub-Agent) constituting negligence, willful misconduct
or a material breach or default under this Leasing Agreement by the Company. The Leasing Agent shall indemnify, hold harmless and
defend the Company and any other Owners from all losses, damages, costs, claims and liabilities (including, without limitation,
court costs and reasonable attorney’s fees relating thereto) arising out of or related to (a) any misrepresentation or failure
to disclose material information regarding the Property to a prospective tenant by the Leasing Agent, a Sub-Agent or any agent
or representative of the Leasing Agent provided the Company or any other Owner has provided the Leasing Agent with adequate information
and authority to make full and accurate representations and disclosures regarding the Property; (b) any material fact known by
the Leasing Agent or a Sub-Agent relating to any tenant or proposed transaction which the Leasing Agent fails to disclose to the
Company; (c) any act or omission by the Leasing Agent, a Sub-Agent or any of their agents or representatives constituting negligence,
willful misconduct or a material breach or default under this Leasing Agreement by the Leasing Agent; or (d) any acts of the Leasing
Agent, a Sub-Agent or their agents or representatives taken outside of the scope of this Leasing Agreement. The indemnities herein
contained shall not apply to any claim with respect to which and to the extent the indemnified party is covered by insurance; provided,
that the foregoing exclusion does not invalidate the indemnified party’s insurance coverage. Each party will procure a waiver
of subrogation with respect to claims against the other party under policies in which the other party is not a named insured, and
shall promptly notify the other party in the event that any such waiver is unobtainable or is obtainable only upon payment of an
additional premium. If such waiver is obtainable only upon payment of an additional premium, the other party shall have the right
at its option to pay such additional premium.



 




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		8.	Termination.



 


		8.1.	Termination for Cause.



 


		8.1.1.	The Company may terminate this Leasing Agreement at any time, effective immediately upon written notice to the Leasing Agent,
if (i) the Leasing Agent has materially breached this Leasing Agreement; provided, that (a) the Leasing Agent does not cure
any such material breach within thirty (30) days of receiving notice of such material breach from the Company, or (b) if such material
breach is not of a nature that can be remedied within such period, the Leasing Agent does not diligently take all reasonable steps
to cure such breach or does not cure such breach within sixty (60) days; (ii) there is fraud, criminal conduct, or willful misconduct
by the Leasing Agent; (iii) a court of competent jurisdiction enters a decree or order for relief in respect of the Leasing Agent
in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Leasing Agent or for any substantial
part of any of its property or orders the winding up or liquidation of the Leasing Agent’s affairs; or (iv) the Leasing Agent
commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents
to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Leasing Agent or for any substantial
part of any of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts
as they become due. The Leasing Agent agrees that if any of the events specified in subsections (iii) or (iv) above occur, it shall
give written notice thereof to the Company within seven (7) days after the occurrence of such event.



 


		8.1.2.	The Leasing Agent may terminate this Leasing Agreement at any time, effective immediately upon written notice to the Company,
if (i) the Company has materially breached this Leasing Agreement; provided, that (a) the Company does not cure any such
material breach within thirty (30) days of receiving notice of such material breach from the Leasing Agent, or (b) if such
material breach is not of a nature that can be remedied within such period, the Company does not diligently take all reasonable
steps to cure such breach or does not cure such breach within sixty (60) days; (ii) there is fraud, criminal conduct, or willful
misconduct by the Company; (iii) a court of competent jurisdiction enters a decree or order for relief in respect of the Company
in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial
part of any of its property or orders the winding up or liquidation of the Company’s affairs; or (iv) the Company commences
a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial
part of any of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts
as they become due. The Company agrees that if any of the events specified in subsections (iii) or (iv) above occur, it shall give
written notice thereof to the Leasing Agent within seven (7) days after the occurrence of such event.



 




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		8.1.3.	For the avoidance of doubt, a material breach of the Property Management Agreement which continues beyond the expiration of
any applicable grace, notice or cure period, shall be a material breach of this Leasing Agreement.



 


		8.2.	Effect of Termination. The termination of this Leasing Agreement for any reason shall not affect any right, obligation
or liability which has accrued under this Leasing Agreement on or before the effective date of such termination. Each agreement
between the Leasing Agent and a Sub-Agent with respect to any of the Leasing Agent’s duties under this Leasing Agreement
shall terminate immediately upon the termination of this Leasing Agreement. Upon termination of this Leasing Agreement for any
reason, the Leasing Agent will cooperate with the Company in an effort to achieve an efficient transition of the leasing of the
Properties without detriment to the rights of the Company or any other Owner or to the continued leasing of the Properties.



 


		9.	Miscellaneous.



 


		9.1.	Discrimination. The Owners, the Leasing Agent, a Sub-Agent or a third party shall not refuse to display or lease the
Property to any person because of race, color, religion, national origin, sex, marital status or physical disability.



 


		9.2.	Entire Agreement. This Leasing Agreement constitutes the entire agreement between the Company and the Leasing Agent
with respect to the matters set forth herein and supersedes all prior discussions, negotiations and agreements, whether oral or
written. No amendment of this Leasing Agreement shall be valid or binding unless made in writing and signed by both the Company
and the Leasing Agent.



 


		9.3.	Successors; Assignment. This Leasing Agreement shall be binding upon the Company, each Owner and the Leasing Agent and
their respective successors and assigns and shall inure to the benefit of the Company, its successors and assigns. Except as provided
in Section 1.1, the Leasing Agent may not assign or transfer any of its rights or obligations under this Leasing Agreement to a
third party without the prior written consent of the Owner and the approval of a majority of independent directors of the Company
and any such assignment without the prior written consent of the Owner and the approval of a majority of independent directors
shall be void and of no effect.



 




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		9.4.	Governing Law. This Leasing Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the principles of conflicts of law thereof.



 


		9.5.	Headings. The paragraph headings in this Leasing Agreement are inserted for convenience only and are not intended to
be used in construing the substance of any of the provisions of this Leasing Agreement.



 


		9.6.	Notices. All notices, demands requests, approvals and other communications required or permitted by this Leasing Agreement
shall be in writing and shall be deemed to have been given on the earlier of the date when presented personally or otherwise delivered
(whether by commercial delivery service, mail or otherwise) or on the third (3rd) day after the date when deposited in a regularly
maintained mail receptacle of the United States Postal Service, postage prepaid, registered or certified, return receipt requested,
addressed to Company or the Leasing Agent, as the case may be, at its respective address set forth below, or at such other address
as the Company or the Leasing Agent may from time to time designate by written notice to the other party as herein required.



 


	If mailed or personally

delivered to the Company:	American Realty Capital – Retail Centers of America II, Inc.

405 Park Avenue

New York, New York 10022

Telephone:  (212) 415-6500

Facsimile:  (212) 421-5799

Attention:  Edward M. Weil, Jr.
	 	 
	With a copy mailed to:	Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attention:  Mr. Peter M. Fass, Esq.
	 	 
	If mailed or personally

delivered to the Leasing Agent:	American Realty Capital Retail II Advisors, LLC

405 Park Avenue

New York, New York 10022

Telephone:  (212) 415-6500

Facsimile:  (212) 421-5799

Attention:  Edward M. Weil, Jr.


 




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	 	Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attention:  Mr. Peter M. Fass, Esq.
	 	 
	With a copy mailed to:	Lincoln Retail REIT Services, LLC

2000 McKinney Avenue, Suite 1000

Dallas, Texas 75201

Attention:


 


		9.7.	Construction. If any of the provisions of this Leasing Agreement shall for any reason be held to be invalid, illegal
or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and this Leasing
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.



 


		9.8.	Number; Gender. Whenever used herein, the singular number shall include the plural, and the plural shall include the
singular, and the use of any gender shall be applicable to all genders.



 


		9.9.	Other Brokers. The Company expressly acknowledges that the Leasing Agent may cooperate with other real estate brokers
(each a “Cooperating Broker”) in discharging and performing the duties and obligations of the Leasing Agent set forth
in this Leasing Agreement, and that the Leasing Agent may pay such Cooperating Brokers a leasing fee for services in leasing the
Properties provided by such Cooperating Brokers.



 


[Signature page follows on next page.]


 




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


 


	 	AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC
	 	 	 
	 	By:	American Realty Capital Retail II Special Limited
	 	 	Partnership, LLC
	 	 	Its Member
	 	 	 
	 	By:	American Realty Capital IV, LLC
	 	 	Its Managing Member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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