Exhibit 10.3


 


FORM OF PROPERTY MANAGEMENT AND LEASING
AGREEMENT


 


This property management and leasing agreement
(this “Management Agreement”), is dated as of [●], 2014 and effective as of the Effective Date (as defined
below), by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation (the “Company”),
AMERICAN REALTY CAPITAL HEALTHCARE III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”),
and AMERICAN REALTY CAPITAL HEALTHCARE III PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).


 


WHEREAS, the OP was organized to acquire,
own, operate, lease and manage real estate properties on behalf of the Company;


 


WHEREAS, the Company intends to continue
to raise money from the sale of its common stock to be used, net of payment of certain offering costs and expenses, for investment
in the acquisition and rehabilitation of income-producing real estate and other real-estate related investments, which are to be
acquired and held by the Company or by the OP on behalf of the Company; and


 


WHEREAS, the Owner desires to retain the
Manager to manage and coordinate the leasing of real estate properties acquired by the Owner in the Territory, and the Manager
desires to be so retained, all under the terms and conditions set forth in this Management Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing and of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties do hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Except as otherwise specified or as the
context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Management
Agreement:


 


1.1           “Account”
has the meaning set forth in Section 2.3(i) hereof.


 


1.2           “Affiliate”
means with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote,
ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more
of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other
Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv)
any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person
acts as an executive officer, director, trustee or general partner. For purposes of this definition, the terms “controls,”
“is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights,
by contract or otherwise.


 




    	 



    	 



    

 


1.3           “Articles
of Incorporation” means the Articles of Incorporation of the Company, as amended from time to time.


 


1.4           “Budget”
has the meaning set forth in Section 2.5(c) hereof.


 


1.5           “Effective
Date” means the date on which the Registration Statement is declared effective by the SEC.


 


1.6           “Gross
Revenues” means all amounts actually collected as rents or other charges for the use and occupancy of the Properties,
but shall exclude interest and other investment income of the Owner and proceeds received by the Owner for a sale, exchange, condemnation,
eminent domain taking, casualty or other disposition of assets of the Owner.


 


1.7           “Improvements”
means buildings, structures, equipment from time to time located on the Properties and all parking and common areas located on
the Properties.


 


1.8           “Independent
Director” has the meaning set forth in the Articles of Incorporation.


 


1.9           “Joint
Venture” means the joint venture or partnership arrangements (other than between the Company and the OP) in which the
Company or the OP or any of their subsidiaries is a co-venturer or general partner which are established to own Properties.


 


1.10         “Management
Fees” has the meaning set forth in Section 4.1(a) hereof.


 


1.11         “Oversight
Fees” has the meaning set forth in Section 4.2 hereof.


 


1.12         “Owner”
means the Company, the OP and any Joint Venture that owns, in whole or in part, any Properties.


 


1.13         “Ownership
Agreements” has the meaning set forth in Section 2.3(k) hereof.


 


1.14         “Person”
means an individual, corporation, partnership, joint venture, association, company (whether of limited liability or otherwise),
trust, bank or other entity, or government or any agency or political subdivision of a government.


 


1.15         “Plan”
has the meaning set forth in Section 2.5(c) hereof.


 


1.16         “Properties”
means all real estate properties owned by the Owner in the Territory and all tracts as yet unspecified but to be acquired by the
Owner in the Territory containing income-producing Improvements or on which the Owner will develop or rehabilitate income-producing
Improvements.


 


1.17         “Registration
Statement” means the Company’s registration statement on Form S-11 (File No. 333-196549) and the prospectus
contained therein.


 




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1.18       “Territory”
means the United States and its territories, commonwealths and possessions.


 


ARTICLE II

APPOINTMENT OF THE MANAGER; SERVICES TO BE PERFORMED


 


2.1         Appointment
of the Manager. The Owner hereby engages and retains the Manager as the sole and exclusive manager and agent of the Properties,
and the Manager hereby accepts such appointment, all on the terms and conditions hereinafter set forth, it being understood that
this Management Agreement shall cause the Manager to be, at law, the Owner’s agent upon the terms contained herein.


 


2.2         General
Duties. The Manager shall use commercially reasonable efforts in performing its duties hereunder to manage, operate, maintain
and lease the Properties in a diligent, careful and vigilant manner. The services of the Manager are to be of scope and quality
not less than those generally performed by professional property managers of other similar properties in the area. The Manager
shall make available to the Owner the full benefit of the judgment, experience and advice of its members and staff with respect
to the policies to be pursued by the Owner relating to the operation and leasing of the Properties.


 


2.3         Specific
Duties. The Manager’s duties include the following:


 


(a)          Lease
Obligations. The Manager shall perform all duties of the landlord under all leases insofar as such duties relate to the
operation, maintenance, and day-to-day management of the Properties. The Manager shall also provide or cause to be provided, at
the Owner’s expense, all services normally provided to tenants of like premises, including, where applicable and without
limitation, gas, electricity or other utilities required to be furnished to tenants under leases, normal repairs and maintenance,
and cleaning and janitorial service. The Manager shall arrange for and supervise the performance of all installations and improvements
in space leased to any tenant which are either expressly required under the terms of the lease of such space or which are customarily
provided to tenants.


 


(b)          Maintenance.
The Manager shall cause the Properties to be maintained in the same manner as similar properties in the area. The Manager’s
duties and supervision in this respect shall include, without limitation, cleaning of the interior and the exterior of the Improvements
and the public common areas on the Properties and the making and supervision of repair, alterations, and decoration of the Improvements,
subject to and in strict compliance with this Management Agreement and any applicable leases. Construction and rehabilitation activities
undertaken by the Manager, if any, will be limited to activities related to the management, operation, maintenance, and leasing
of the Property (e.g., repairs, renovations, and leasehold improvements).


 




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(c)          Leasing
Functions. The Manager shall coordinate the leasing of the Properties and shall negotiate and use its best 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 leases to be in form and on terms approved by the Owner and the Manager, and to bring about complete leasing of the Properties.
The Manager shall be responsible for the hiring of all leasing agents, as necessary for the leasing of the Properties, and to otherwise
oversee and manage the leasing process on behalf of the Owner.


 


(d)          Notice
of Violations. The Manager shall forward to the Owner, promptly upon receipt, all notices of violation or other notices
from any governmental authority, and board of fire underwriters or any insurance company, and shall make such recommendations regarding
compliance with such notice as shall be appropriate.


 


(e)          Personnel.
 Any personnel hired by the Manager to maintain, operate and lease the Property shall be the employees or independent contractors
of the Manager and not of the Owner. The Manager shall use due care in the selection and supervision of such employees or independent
contractors. The Manager shall be responsible for the preparation of and shall timely file all payroll tax reports and timely make
payments of all withholding and other payroll taxes with respect to each employee.


 


(f)          Utilities
and Supplies.  The Manager shall enter into or renew contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance
and other services as are customarily furnished or rendered in connection with the operation of similar rental property in the
area.


 


(g)          Expenses.
 The Manager shall analyze all bills received for services, work and supplies in connection with maintaining and operating
the Properties, pay all such bills, and, if requested by the Owner, pay, when due, utility and water charges, sewer rent and assessments,
any applicable taxes, including, without limitation, any real estate taxes, and any other amount payable in respect to the Properties.
All bills shall be paid by the Manager within the time required to obtain discounts, if any. The Owner may from time to time request
that the Manager forward certain bills to the Owner promptly after receipt, and the Manager shall comply with any such request.
The payment of all bills, real property taxes, assessments, insurance premiums and any other amounts payable with respect to the
Properties shall be paid out of the Account by the Manager. All expenses shall be billed at net cost (i.e., less all rebates, commissions,
discounts and allowances, however designed).


 


(h)          Monies
Collected.  The Manager shall collect all rent and other monies from tenants and any sums otherwise due to the Owner with
respect to the Properties in the ordinary course of business. In collecting such monies, the Manager shall inform tenants of the
Properties that all remittances are to be in the form of a check or money order. The Owner authorizes the Manager to request, demand,
collect and provide receipts for all such rent and other monies and to institute legal proceedings in the name of the Owner for
the collection thereof and for the dispossession of any tenant in default under its lease.


 




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(i)          Banking
Accommodations. The Manager shall establish and maintain a separate checking account (the “Account”)
for funds relating to the Properties. All monies deposited from time to time in the Account shall be deemed to be trust funds and
shall be and remain the property of the Owner and shall be withdrawn and disbursed by the Manager for the account of the Owner
only as expressly permitted by this Management Agreement for the purposes of performing the obligations of the Manager hereunder.
No monies collected by the Manager on the Owner’s behalf shall be commingled with funds of the Manager. The Account shall
be maintained, and monies shall be deposited therein and withdrawn therefrom, in accordance with the following:


 


(i)          All
sums received from rents and other income from the Properties shall be promptly deposited by the Manager in the Account. The Manager
shall have the right to designate two (2) or more Persons who shall be authorized to draw against the Account, but only for purposes
authorized by this Management Agreement.


 


(ii)         All
sums due to the Manager hereunder, whether for compensation, reimbursement for expenditures, or otherwise, as herein provided,
shall be a charge against the operating revenues of the Properties and shall be paid and/or withdrawn by the Manager from the Account
prior to the making of any other disbursements therefrom.


 


(iii)        On
or before the 30th day following the end of each calendar quarter during the term of this Management Agreement, the Manager shall
forward to the Owner all net operating proceeds from the preceding quarter, retaining at all times, however, a reserve of $5,000,
in addition to any other amounts otherwise provided in the Budget.


 


(j)          Tenant
Complaints.  The Manager shall maintain business-like relations with the tenants of the Properties.


 


(k)         Ownership
Agreements. The Manager has received copies of the Agreement of Limited Partnership of the OP, Articles of Incorporation
and the other constitutive documents of the Owner (collectively, the “Ownership Agreements”) and is familiar
with the terms thereof. The Manager shall use reasonable care to avoid any act or omission which, in the performance of its duties
hereunder, shall in any way conflict with the terms of the Ownership Agreements.


 


(l)          Signs.
 The Manager shall place and remove, or cause to be placed and removed, such signs upon the Properties as the Manager deems
appropriate, subject, however, to the terms and conditions of the leases and to any applicable ordinances and regulations.


 


2.4           Approval
of Leases, Contracts, Etc. In fulfilling its duties to the Owner, the Manager may and hereby is authorized to enter into any
leases, contracts or agreements on behalf of the Owner in the ordinary course of the management, operation, maintenance and leasing
of the Properties.


 




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2.5         Accounting,
Records and Reports.


 


(a)         Records.
 The Manager shall maintain all office records and books of account and shall record therein, and keep copies of, each
invoice received from services, work and supplies ordered in connection with the maintenance and operation of the Properties. Such
records shall be maintained on a double entry basis. The Owner and Persons designated by the Owner shall at all reasonable times
have access to and the right to audit and make independent examinations of such records, books and accounts and all vouchers, files
and all other material pertaining to the Properties and this Management Agreement, all of which the Manager agrees to keep safe,
available and separate from any records not pertaining to the Properties, at a place recommended by the Manager and approved by
the Owner.


 


(b)        Quarterly
Reports.  On or before the 30th day following the end of each calendar quarter during the term of this Management Agreement,
the Manager shall prepare and submit to the Owner the following reports and statements:


 


(i)          Rental
collection record;


 


(ii)         Quarterly
operating statement;


 


(iii)        Copy
of cash disbursements ledger entries for such period, if requested;


 


(iv)        Copy
of cash receipts ledger entries for such period, if requested;


 


(v)         The
original copies of all contracts entered into by the Manager on behalf of the Owner during such period, if requested; and


 


(vi)        Copy
of ledger entries for such period relating to security deposits maintained by the Manager, if requested.


 


(c)         Budgets
and Leasing Plans. On or before November 15 of each calendar year, the Manager shall prepare and submit to the Owner for
its approval an operating budget (a “Budget”) and a marketing and leasing plan (a “Plan”) on the
Properties for the calendar year immediately following such submission. Each Budget and Plan shall be in the form approved by the
Owner prior to the date thereof. As often as reasonably necessary during the period covered by any Budget or Plan, the Manager
may submit to the Owner for its approval an updated Budget or Plan incorporating such changes as shall be necessary to reflect
cost overruns and the like during such period. If the Owner does not disapprove a Budget or Plan within thirty (30) days after
receipt thereof by the Owner, such Budget or Plan shall be deemed approved. If the Owner shall disapprove any Budget or Plan, it
shall so notify the Manager within said thirty (30) day period and explain the reasons therefor. The Manager will not incur any
costs other than those estimated in an approved Budget except for:


 


(i)          maintenance
or repair costs under $5,000 per Property;


 


(ii)         costs
incurred in emergency situations in which action is immediately necessary for the preservation or safety of the Property, or for
the safety of occupants or other Persons on the Property (or to avoid the suspension of any necessary service of the Property);


 




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(iii)        expenditures
for real estate taxes and assessments; and


 


(iv)        maintenance
supplies calling for an aggregate purchase price of less than $25,000 for all Properties.


 


(d)         Returns
Required by Law. The Manager shall execute and file when due all forms, reports, and returns required by law relating to
the employment of its personnel.


 


(e)         Notices.
Promptly after receipt, the Manager shall deliver to the Owner all notices, from any tenant, or any governmental authority, that
are not of a routine nature. The Manager shall also report expeditiously to the Owner notice of any extensive damage to any part
of the Properties.


 


2.6          Subcontracting.
Notwithstanding anything to the contrary contained in this Management Agreement, the Manager may subcontract any of its duties
hereunder, without the consent of the Owner, for a fee that may be less than the Management Fees paid hereunder. In the event that
the Manager does so subcontract any its duties hereunder, such fees payable to such third parties may, at the instruction of the
Manager, be deducted from the Management Fees and paid by the Owner to such parties, or paid directly by the Manager to such parties,
in its discretion.


 


ARTICLE III

EXPENSES


 


3.1          Owner’s
Expenses. Except as otherwise specifically provided, all costs and expenses incurred hereunder by the Manager in fulfilling
its duties to the Owner shall be for the account of and on behalf of the Owner. Such costs and expenses may include, without limitation,
reasonable wages and salaries and other employee-related expenses of all on-site and off-site employees of the Manager who are
engaged in the operation, management, maintenance and leasing of the Properties, including taxes, insurance and benefits relating
to such employees, and legal, travel and other out-of-pocket expenses which are directly related to the operation, management,
maintenance and leasing of specific Properties. All costs and expenses for which the Owner is responsible under this Management
Agreement shall be paid by the Manager out of the Account. In the event the Account does not contain sufficient funds to pay all
of the costs and expenses, the Owner shall fund all sums necessary to meet such additional costs and expenses.


 


3.2          Manager’s
Expenses. The Manager shall, out of its own funds, pay all of its general overhead and administrative expenses.


 




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ARTICLE IV

MANAGER’S COMPENSATION


 


4.1         Management
Fees. The
Owner shall pay the Manager or any of its Affiliates property management and leasing fees (the “Management Fees”),
on a monthly basis, equal to: (i) with respect to stand-alone, single-tenant net leased Properties which are not part of a
shopping center, two percent (2%) of Gross Revenues from the Properties managed; and (ii) with respect to all other types of Properties,
four percent (4%) of Gross Revenues from the Properties managed, plus market-based leasing commissions applicable to the geographic
location of the Property. Except as otherwise set forth herein, the Owner shall also reimburse the Manager for any costs and expenses
incurred by the Manager in connection with managing the Properties.



 


4.2          Oversight
Fees. If the Owner contracts directly with one or more third parties for the services described in Section 2.3 above,
the Owner will pay such third parties customary market fees and shall pay the Manager oversight fees (the “Oversight Fees”)
equal to one percent (1.0%) of the Gross Revenues of the particular Property managed by such third parties. In no event shall the
Manager (including any Affiliate of the Manager) be entitled to an Oversight Fee if any such third party receives fees greater
than the Management Fees set forth in Section 4.1 above.


 


4.3          Additional
Fees. If the Manager provides services other than those specified herein, the Owner shall pay to the Manager a monthly fee
equal to no more than that which the Owner would pay to a third party that is not an Affiliate of the Owner or the Manager to provide
such services.


 


4.4          Audit
Adjustment. If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment
of fees, the Owner or the Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the
case may be. If such audit discloses an overpayment of fees for any fiscal year of more than the correct fees for such fiscal year,
the Manager shall bear the cost of such audit.


 





 




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ARTICLE V

INSURANCE AND INDEMNIFICATION


 


5.1         Insurance
to be Carried.


 


(a)          The
Manager shall obtain and keep in full force and effect insurance on the Properties against such hazards as the Owner and the Manager
shall deem appropriate, but in any event, insurance sufficient to comply with the leases and the Ownership Agreements shall be
maintained. All liability policies shall provide sufficient insurance satisfactory to both the Owner and the Manager and shall
contain waivers of subrogation for the benefit of the Manager.


 


(b)          The
Manager shall obtain and keep in full force and effect, in accordance with the laws of the state in which each Property is located,
employer’s liability insurance applicable to and covering all employees of the Manager at the Properties and all Persons
engaged in the performance of any work required hereunder, and the Manager shall furnish the Owner certificates of insurers naming
the Owner as a co-insured and evidencing that such insurance is in effect. If any of the Manager’s duties hereunder are subcontracted
as permitted under Section 2.6, the Manager shall include in each subcontract a provision that the subcontractor shall also
furnish the Owner with such a certificate.


 


5.2         Cooperation
with Insurers. The Manager shall cooperate with and provide reasonable access to the Properties to representatives of insurance
companies and insurance brokers or agents with respect to insurance which is in effect or for which application has been made.
The Manager shall use its best efforts to comply with all requirements of insurers.


 


5.3         Accidents
and Claims. The Manager shall promptly investigate and report in detail to the Owner all accidents, claims for damage relating
to the ownership, operation or maintenance of the Properties, and any damage or destruction to the Properties and the estimated
costs of repair thereof, and shall prepare for approval by the Owner all reports required by an insurance company in connection
with any such accident, claim, damage, or destruction. Such reports shall be given to the Owner promptly and any report not so
given within ten (10) days after the occurrence of any such accident, claim, damage or destruction shall be noted in the report
delivered to the Owner pursuant to Section 2.5(b). The Manager is authorized to settle any claim against an insurance company
arising out of any policy and, in connection with such claim, to execute proofs of loss and adjustments of loss and to collect
and provide receipts for loss proceeds.


 


5.4         Indemnification.
The Manager shall hold the Owner harmless from and indemnify and defend the Owner against any and all claims or liability for any
injury or damage to any Person or property whatsoever for which the Manager is responsible occurring in, on, or about the Properties,
including, without limitation, the Improvements when such injury or damage is caused by the negligence or misconduct of the Manager,
its agents, servants, or employees, except to the extent that the Owner recovers insurance proceeds with respect to such matter.
The Owner will indemnify and hold the Manager harmless against all liability for injury to Persons and damage to property caused
by the Owner’s negligence and which did not result from the negligence or misconduct of the Manager, except to the extent
the Manager recovers insurance proceeds with respect to such matter.


 




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ARTICLE VI

TERM; TERMINATION


 


6.1         Term.
This Management Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the earliest
to occur of the following:


 


(a)         One
year from the date of the commencement of the term hereof. However, this Management Agreement will be automatically extended for
an unlimited number of successive one year terms at the end of each year unless any party gives sixty (60) days’ written
notice to the other parties of its intention to terminate this Management Agreement;


 


(b)         Immediately
upon the occurrence of any of the following:


 


(i)          A
decree or order is rendered by a court having jurisdiction (A) adjudging the Manager as bankrupt or insolvent, (B) approving
as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Manager under
the federal bankruptcy laws or any similar applicable law or practice, or (C) appointing a receiver, liquidator, trustee or assignee
in bankruptcy or insolvency of the Manager or a substantial part of the Manager’s assets, or for the winding up or liquidation
of its affairs, or


 


(ii)         The
Manager (A) voluntarily institutes proceedings to be adjudicated bankrupt or insolvent, (B) consents to the filing of a bankruptcy
proceeding against it, (C) files a petition, answer or consent seeking reorganization, readjustment, arrangement, composition or
relief under any similar applicable law or practice, (D) consents to the filing of any such petition, or to the appointment of
a receiver, liquidator, trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its assets, (E) makes
an assignment for the benefit of creditors, (F) is unable to or admits in writing its inability to pay its debts generally as they
become due, unless such inability shall be the fault of the Owner, or (G) takes corporate or other action in furtherance of any
of the aforesaid purposes; and


 


(c)         Upon
written notice from the Owner in the event that the Manager commits an act of gross negligence or willful misconduct in the performance
of its duties hereunder.


 


Upon termination, the obligations of the parties hereto shall
cease; provided, however; that the Manager shall comply with the provisions hereof applicable in the event of termination
and shall be entitled to receive all compensation which may be due to the Manager hereunder up to the date of such termination;
provided, further, however; that if this Management Agreement terminates pursuant to clauses (b) or (c) of
this Section 6.1, the Owner shall have other remedies as may be available at law or in equity.


 




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6.2        Manager’s
Obligations after Termination. Upon the termination of this Management Agreement, the Manager shall have the following duties:


 


(a)          The
Manager shall deliver to the Owner, or its designee, all books and records with respect to the Properties.


 


(b)          The
Manager shall transfer and assign to the Owner, or its designee, all service contracts and personal property relating to or used
in the operation and maintenance of the Properties, except personal property paid for and owned by the Manager. Manager shall also,
for a period of sixty (60) days immediately following the date of such termination, make itself available to consult with and advise
the Owner, or its designee, regarding the operation, maintenance and leasing of the Properties.


 


(c)          The
Manager shall render to the Owner an accounting of all funds of the Owner in its possession and shall deliver to the Owner a statement
of Management Fees claimed to be due the Manager and shall cause funds of the Owner held by the Manager relating to the Properties
to be paid to the Owner or its designee.


 


(d)          The
Manager shall cooperate with the Owner to provide an orderly transition of the Manager’s duties hereunder.


 


ARTICLE VII

MISCELLANEOUS


 


7.1        Notices.
All notices, approvals, consents and other communications hereunder shall be in writing, and, except when receipt is required to
start the running of a period of time, shall be deemed given when delivered in person or on the fifth day after its mailing by
either party by registered or certified United States mail, postage prepaid and return receipt requested, to the other party, at
the addresses set forth after their respect name below or at such different addresses as either party shall have theretofore advised
the other party in writing in accordance with this Section 7.1.


 


	
        To the Owner:
	
        American Realty Capital Healthcare Trust III, Inc.

        405 Park Avenue

        New York, NY 10022

        Attention: Edward M. Weil, Jr., President, Treasurer and Secretary

         

        with a copy to:

         

        American Realty Capital Healthcare III Operating Partnership,
        L.P.

        405 Park Avenue

        New York, NY 10022

        Attention: Edward M. Weil, Jr.

        

        



 




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        with a copy to:

         

        Proskauer Rose LLP

        Eleven Times Square

        New York, New York 10036

        Attention: Peter M. Fass, Esq.






 


	To the Manager:	
        American Realty Capital Healthcare III Properties, LLC

        405 Park Avenue

        New York, NY 10022

        Attention: Edward M. Weil, Jr., President, Treasurer and Secretary

         

        with a copy to:

         

        Proskauer Rose LLP

        Eleven Times Square

        New York, New York 10036

        Attention: Peter M. Fass, Esq.



 


7.2        Governing
Law. This Management 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.


 


7.3        Assignment.
Except as permitted in Section 2.6 hereof, this Management Agreement may not be assigned by the Manager, except to an Affiliate
of the Manager, and then only upon the consent of the Owner and the approval of a majority of the Independent Directors. Any assignee
of the Manager shall be bound hereunder to the same extent as the Manager. This Management Agreement shall not be assigned by the
Owner without the written consent of the Manager, except to a Person which is a successor to such Owner. Such successor shall be
bound hereunder to the same extent as such Owner. Notwithstanding anything to the contrary contained herein, the economic rights
of the Manager hereunder, including the right to receive all compensation hereunder, may be sold, transferred or assigned by the
Manager without the consent of the Owner.


 


7.4        No
Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this
Management 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 respect to any other occurrences. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.


 


7.5        Amendments.
This Management Agreement may be amended only by an instrument in writing signed by the party against whom enforcement of the amendment
is sought.


 




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7.6         Headings.
The headings of the various subdivisions of this Management Agreement are for reference only and shall not define or limit any
of the terms or provisions hereof.


 


7.7         Counterparts.
This Management Agreement may be executed (including by facsimile transmission) 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.


 


7.8         Entire
Agreement. This Management 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.


 


7.9         Disputes.
If there shall be a dispute between the Owner and the Manager relating to this Management Agreement resulting in litigation, the
prevailing party in such litigation shall be entitled to recover from the other party to such litigation such amount as the court
shall fix as reasonable attorneys’ fees.


 


7.10       Activities
of the Manager. The obligations of the Manager pursuant to the terms and provisions of this Management Agreement shall not
be construed to preclude the Manager from engaging in other activities or business ventures, whether or not such other activities
or ventures are in competition with the Owner or the business of the Owner.


 


7.11       Independent
Contractor. The Manager and the Owner shall not be construed as joint venturers or partners of each other pursuant to this
Management Agreement, and neither party shall have the power to bind or obligate the other except as set forth herein. In all respects,
the status of the Manager to the Owner under this Management Agreement is that of an independent contractor.


 


7.12       Pronouns
and Plurals. Whenever the context may require, any pronoun used in this Management Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


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


 


	 	AMERICAN REALTY CAPITAL HEALTHCARE 

TRUST III, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	AMERICAN REALTY CAPITAL HEALTHCARE 

III OPERATING PARTNERSHIP, L.P.
	 	 	 	 
	 	By:	American Realty Capital Healthcare Trust III, 

Inc.
	 	 	its General Partner
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	AMERICAN REALTY CAPITAL HEALTHCARE 

III PROPERTIES, LLC
	 	 	 	 
	 	By:	American Realty Capital Healthcare III Special Limited Partnership, LLC, its Member
	 	 	 	 
	 	By:	American Realty Capital VII, LLC, its Managing Member
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




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