Unassociated Document


    


     

    


     

    Sub-Advisory
Agreement

     

    between

     

    American
Realty Capital Income Properties Advisors, LLC

     

    and

     

    Northcliffe
Sub-Advisor, LLC

     

    October 1, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Table
of Contents

    


    
      
        
          	 
      	 
      
	 
      	
                  Page

                
	
                  Article
      1 – Definitions

                	
                  1

                
	
                  Article
      2 – Appointment

                	
                  2

                
	
                  Article
      3 – Duties of the Sub-Advisor

                	
                  3

                
	
                  Article
      4 – Authority and Certain Activities of Sub-Advisor

                	
                  3

                
	
                  Article
      5 – Assignment of Payments

                	
                  3

                
	
                  5.1
      Acquisition Fees

                	
                  3

                
	
                  5.2
      Asset Management Fee

                	
                  4

                
	
                  5.3
      Property Management Fees

                	
                  4

                
	
                  5.4
      Oversight Fees

                	
                  4

                
	
                  5.5
      Disposition Fees

                	
                  4

                
	
                  5.6
      Financing Fees

                	
                  5

                
	
                  5.7
      Subordinated Share of Cash from Sales, Settlements and
      Financings

                	
                  5

                
	
                  5.8
      Subordinated Incentive Fee

                	
                  5

                
	
                  5.9
      Subordinated Performance Fee Due Upon Termination

                	
                  5

                
	
                  5.10
      Expense Reimbursements

                	
                  5

                
	
                  5.11
      Assignments 

                	 
	
                  Article
      6 – Expenses and Reimbursements

                	
                  5

                
	
                  6.1
      Organization and Offering Expenses

                	
                  5

                
	
                  6.2
      Operating Expenses

                	
                  6

                
	
                  6.3
      All Other Expense Reimbursements

                	
                  6

                
	
                  Article
      7 – Voting and Other Agreements

                	
                  7

                
	
                  7.1
      Purchase of Shares

                	
                  7

                
	
                  7.2
      Election of Directors

                	
                  7

                
	
                  7.3
      Other Voting of Shares

                	
                  7

                
	
                  7.4
      Major Decisions

                	
                  7

                
	
                  Article
      8 – Relationship Of Sub-Advisor and Advisor and their Affiliates; Other
      Activities of the Advisor and Sub-Advisor

                	
                  8

                
	
                  8.1
      Relationship

                	
                  8

                
	
                  8.2
      Time Commitment

                	
                  9

                
	
                  8.3
      Advisor and Sub-Advisor Meetings

                	
                  9

                
	
                  8.4
      Investment Opportunities and Allocation

                	
                  9

                
	
                  8.5
      Prospectus Guidance

                	
                  11

                
	
                  Article
      9 – Dealer Manager

                	
                  11

                
	
                  Article
      10 – The ARC Names

                	
                  11

                
	
                  Article
      11 – Other Agreements

                	
                  11

                
	
                  11.1
      [Reserved]

                	
                  11

                
	
                  11.2
      Property Level Agreements

                	
                  11

                
	
                  11.3
      Advisor, Advisory Agreement and Dealings with Company

                	
                  11

                
	
                  Article
      12 – Certain Transfers

                	
                  12

                
	
                  12.1
      Transfers

                	
                  12

                
	
                  12.2
      Prohibited Transfers

                	
                  12

                
	
                  Article
      13 – Representations, Warranties, and Agreements

                	
                  13

                
	
                  Article
      14 – Term And Termination of the Agreement

                	
                  16

                
	
                  14.1
      Term

                	
                  16

                


        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    


     

    
      
        	
                14.2
      Termination

              	
                16

              
	
                14.3
      Survival upon Termination

              	
                17

              
	
                14.4
      Payments on Termination and Survival of Certain Rights and
      Obligations

              	
                17

              
	
                Article
      15 – Assignment

              	
                18

              
	
                Article
      16 – Indemnification and Limitation Of Liability

              	
                18

              
	
                Article
      17 – Miscellaneous

              	
                18

              
	
                17.1
      Notices

              	
                18

              
	
                17.2
      Modification

              	
                19

              
	
                17.3
      Severability

              	
                19

              
	
                17.4
      Construction

              	
                19

              
	
                17.5
      Entire Agreement

              	
                19

              
	
                17.6
      Waiver

              	
                19

              
	
                17.7
      Gender

              	
                20

              
	
                17.8
      Titles Not to Affect Interpretation

              	
                20

              
	
                17.9
      Counterparts

              	
                20

              


      

    

    



    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    


     

    Sub-Advisory
Agreement

     

    This
Sub-Advisory Agreement, dated as of October 1, 2010 (the “Agreement”), is between,
American Realty Capital Income Properties Advisors, LLC, a Delaware limited
liability company (the “Advisor”) and Northcliffe
Sub-Advisor, LLC, a Delaware limited liability company (the “Sub-Advisor”).

     

    W
I T N E S S E T H

     

    WHEREAS,
Corporate Income Properties – ARC, Inc., a Maryland corporation (the “Company”) has appointed
Advisor as its advisor pursuant to the Advisory Agreement between the Company
and the Advisor, dated as of even date herewith (as the same may be amended,
restated or otherwise modified from time to time in accordance with its terms,
the “Advisory
Agreement”);

     

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

     

    WHEREAS,
the Sub-Advisor is willing to undertake such duties and responsibilities,
subject to the supervision of the Board of Directors of the Company, on the
terms and subject to the conditions hereinafter set forth.

     

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

     

    Article
1

     

    Definitions

     

    Capitalized
and other terms that are defined in the Advisory Agreement but not otherwise
defined in this Agreement have the respective meanings ascribed to such terms in
the Advisory Agreement, a copy of which is attached hereto as Appendix
A.

     

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

     

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

     

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

     

    “Affiliate” has the meaning set
forth in the Advisory Agreement. For the avoidance of doubt, none of the
Company, the Sub-Advisor, any subsidiary of the Company, any subsidiary of the
Sub-Advisor and any other Person controlled by, controlling or under common
control with American Realty Capital Income Properties Advisors, LLC or
Northcliffe Sub-Advisor, LLC shall be an Affiliate of the Advisor.

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Agreement” has the meaning set
forth in the preamble.

     

    “Company” has the meaning set
forth in the recitals hereto.

     

    “Dealer Manager” means Realty
Capital Securities, LLC, a Delaware limited liability company, in its capacity
as dealer manager pursuant to the Dealer Manager Agreement.

     

    “Dealer Manager Agreement”
means that dealer manager agreement, dated as of even date herewith, between the
Company and the Dealer Manager, providing for the distribution of the
Shares.

     

    “Effective Date” means the
initial Effective Date (as defined in the Dealer Manager
Agreement).

     

    “Excluded Services” has the
meaning set forth in Article 2 of this
Agreement.

     

    “Immediate Family Member”
means, with respect to a Key Person: (i) any of such Key Person’s parents
and siblings, spouse and descendants and any of the spouses of such descendants
(collectively, the “Individual
Group”); (ii) any trust, the beneficiaries of which consist
exclusively of one or more members of the Individual Group (collectively, the
“Family Trusts”); and
(iii) any entity which is controlled by, directly or indirectly, one or
more members of the Individual Group and/or one or more of the Family
Trusts.

     

    “Initial Capital” has the
meaning set forth in Section 7.1 of this Agreement.

     

    “Investment Committee” means a
committee of four persons consisting of the Chief Executive Officer of the
Advisor, the Chief Executive Officer of the Sub-Advisor, the Chief Investment
Officer of the Sub-Advisor and the President of the Advisor.

     

    “Key Person” means (i) with
respect to the Advisor, each of William Kahane and Nicholas Schorsch and their
respective heirs, legal representatives and executors, and (ii) with respect to
the Sub-Advisor, each of Gordon F. DuGan and Benjamin P. Harris and their
respective heirs, legal representatives and executors.

     

    “Offering Period” has the
meaning set forth in the Dealer Manager Agreement.

     

    “Party” or “Parties” refer to the Advisor
or the Sub-Advisor or both, as the case may be.

     

    “Prospectus” has the meaning
set forth in the Dealer Manager Agreement.

     

    “Reference
Date” means the first date the Company breaks escrow on stockholder
subscriptions in the Initial Public Offering.

     

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

     

    “Transfer Restriction Period”
means, with respect to the Sub-Advisor, the Offering Period plus 12 months, and
with respect to the Advisor, the Offering Period plus six months.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
2

     

    Appointment

     

    The
Advisor, pursuant to its authority to delegate all of its rights and powers to
manage and control the business and affairs of the Company to the Sub-Advisor
pursuant to Section 4.1 of the Advisory Agreement, hereby appoints the
Sub-Advisor to serve as the Sub-Advisor for the Company. The Sub-Advisor hereby
accepts such appointment. The Advisor delegates, and the Sub-Advisor agrees to
perform, all the duties of the Advisor set forth in the Advisory Agreement,
except those described in Section 3.1, paragraphs (3), (4), (6), (7), (8), (9),
(11), (12), (14), (15), (16), and (18) of Section 3.3(B), and Section
3.4 of the Advisory Agreement (“Excluded
Services”).

     

    Article
3

     

    Duties
of the Sub-Advisor

     

    Under the
Advisory Agreement, the Advisor is responsible for managing, operating,
directing and supervising the operations and administration of the Company and
its assets except as provided in Article 2 above.
Consistent with Article 2 hereof, the
Sub-Advisor undertakes to use commercially reasonable efforts to present to the
Company potential investment opportunities and to provide the Company with a
continuing and suitable investment program consistent with the investment
objectives and policies of the Company as determined and adopted from time to
time by the Board. Subject to the limitations set forth in this Agreement and
the Advisory Agreement, including Article 4 of the Advisory Agreement,
consistent with the provisions of the Articles of Incorporation and Bylaws and
the continuing and exclusive authority of the Board over the supervision of the
Company except as provided in Article 2 above, the
Sub-Advisor shall, either directly or by engaging an Affiliate or third party,
perform the duties set forth in Article 3 of the Advisory Agreement (a copy of
which is attached hereto as Appendix A), which
duties are incorporated herein by reference as if fully set forth herein. At
such time as the Company has consolidated investment in Properties, Loans and
other Permitted Investments amounting to more than $300,000,000 at historical
cost, the Sub-Advisor shall have the right, but not the obligation, to assume
primary responsibility for performing any or all Excluded Services. The
Sub-Advisor’s right to assume Excluded Services may be exercised at any time and
from time to time by the Sub-Advisor providing to the Advisor written notice
specifically listing the Excluded Services to be assumed.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Article
4

     

    Authority
and Certain Activities of Sub-Advisor

     

    The
Sub-Advisor shall have the authority set forth in Article 4 of the Advisory
Agreement, shall have the authority to establish and maintain bank accounts as
set forth in Article 5 of the Advisory Agreement, shall maintain books and
records for the Company as set forth in Article 6 of the Advisory Agreement, and
shall abide by the limitations of Article 7 of the Advisory Agreement, all of
which (i.e.,
Articles 4 through 7 of the Advisory Agreement) are incorporated herein by
reference as if fully set forth herein.

     

    Article
5

     

    Assignment
of Payments

     

    As
compensation for the services provided pursuant to this Agreement, Advisor
hereby assigns payments as follows:

    


    5.1           Acquisition
Fees.  The Advisor hereby assigns its right to receive direct
payment from the Company of 70% of all Acquisition Fees payable pursuant to
Section 8.1 of the Advisory Agreement. The Advisor will submit an invoice
to the Company, which the Sub-Advisor shall prepare, following the closing or
closings of each acquisition or origination, accompanied by a computation of the
Acquisition Fee. The portion of the Acquisition Fee payable to each of the
Advisor and Sub-Advisor then will be paid by the Company at the closing of the
applicable transaction upon receipt of the invoice by the Company as provided in
the Advisory Agreement.

    


    5.2           Asset Management
Fees.  The Advisor hereby assigns its right to receive direct
payment from the Company of 70% of all Asset Management Fees payable pursuant to
the Advisory Agreement. The Advisor will submit a quarterly invoice to the
Company, which the Sub-Advisor shall prepare and which shall include a
computation of the Asset Management Fee for the applicable period. The Asset
Management Fee shall be payable by the Company as provided in the Advisory
Agreement.

    


    5.3           Property Management and Leasing
Fees.  The Advisor hereby assigns its right to receive direct
payment from the Company of 70% of all Property Management and Leasing Fees
payable pursuant to the Advisory Agreement.  The Advisor will submit a
monthly invoice to the Company, which the Sub-Advisor shall prepare and which
shall include a computation of the Property Management and Leasing Fees for the
applicable period.  The Property Management and Leasing Fees shall be
payable by the Company as provided in the Advisory
Agreement.  Notwithstanding the foregoing, if the receipt by the
Advisor of all or any part of the Property Management and Leasing Fees would
violate applicable law, and if applicable law would permit payment thereof to
the Sub-Advisor, then the assignment shall be deemed to be for the Property
Management and Leasing Fees (or part thereof) that would violate applicable law
if received by the Advisor.  Notwithstanding the foregoing, the
Sub-Advisor may assign all or any portion of its right to receive Property
Management and Leasing Fees hereunder to such Affiliates of the Sub-Advisor as
it shall lawfully designate, and upon receipt of written notice of such
assignment, the Advisor and/or Sub-Advisor, as applicable, shall cause the
assigned portion of Property Management and Leasing Fees to be remitted directly
to the Affiliate to whom such assignment shall be made by the
Sub-Advisor.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    5.4           Oversight Fees.  The
Advisor hereby assigns its right to receive direct payment from the Company of
70% of all Oversight Fees payable pursuant to the Advisory
Agreement.  The Advisor will submit a monthly invoice to the Company,
which the Sub-Advisor shall prepare and which shall include a computation of the
Oversight Fees for the applicable period.  The Oversight Fees shall be
payable by the Company as provided in the Advisory
Agreement.  Notwithstanding the foregoing, if the receipt by the
Advisor of all or any part of the Oversight Fees would violate applicable law,
and if applicable law would permit payment thereof to the Sub-Advisor, then the
assignment shall be deemed to be for the Oversight Fees (or part thereof) that
would violate applicable law if received by the Advisor.

    


    5.5           Disposition
Fees.  The Advisor hereby assigns its right to receive direct
payment from the Company of 70% of all Disposition Fees payable pursuant to the
Advisory Agreement; provided , however , that if the
receipt by the Advisor of all or any part of a Disposition Fee for any
particular transaction would violate applicable law, and if applicable law would
permit payment thereof to the Sub-Advisor, then the assignment shall be deemed
to be for the Disposition Fee (or part thereof) associated with that particular
transaction that would violate applicable law if received by the Advisor. The
portion of the Disposition Fee payable to each of the Advisor and the
Sub-Advisor shall be paid by the Company as provided in the Advisory
Agreement.

    


    5.6           Financing Fees.  The
Advisor hereby assigns its right to receive direct payment from the Company of
70% of all Financing Fees payable to the Advisor pursuant to the Advisory
Agreement; provided , however , that if the
receipt by the Advisor of a Financing Fee for any particular transaction would
violate applicable law, and if applicable law would permit payment thereof to
the Sub-Advisor, then the assignment shall be deemed to be for the Financing Fee
(or part thereof) associated with that particular transaction that would violate
applicable law if received by the Advisor.

    


    5.7           Subordinated Share of Cash from
Sales, Settlements and Financings.  The Advisor hereby assigns
its right to receive direct payment from the Company of 70% of all Subordinated
Share of Cash from Sales, Settlements and Financings payable pursuant to the
Advisory Agreement.

    


    5.8           Subordinated Incentive
Fee.  The Advisor hereby assigns its right to receive direct
payment from the Company of 70% of all Subordinated Incentive Fees payable
pursuant to the Advisory Agreement, in whatever form payable by the Company
(i.e., cash, Shares or a promissory note).

    


    5.9           Subordinated Performance Fee Due Upon
Termination.  The Advisor hereby assigns its right to receive
direct payment from the Company of 70% of the Subordinated Performance Fee Due
Upon Termination payable pursuant to the Advisory Agreement, in whatever form
payable by the Company (i.e., cash, Shares or a promissory note).

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    5.10           Expense
Reimbursements.  Subject to Article 6 of this
Agreement and Article 9 of the Advisory Agreement, the Advisor hereby assigns
its right to receive direct payment from the Company of expense reimbursements
the Sub-Advisor incurs on behalf of the Company or in connection with the
services the Sub-Advisor provides to the Company pursuant to this
Agreement.

     

    
      5.11           Assignment. With respect to
payment of any fees under Article 5 and notwithstanding the foregoing, the
Sub-Advisor may assign all or any portion of its right to receive fees hereunder
to such Affiliates of the Sub-Advisor as it shall lawfully designate, and upon
receipt of written notice of such assignment, the Advisor and/or Sub-Advisor, as
applicable, shall cause the assigned portion of Property Management and Leasing
Fees to be remitted directly to the Affiliate to whom such assignment shall be
made by the Sub-Advisor.

    

     

    Article
6

     

    Expenses
and Reimbursements

    


    6.1           Organization and Offering
Expenses.  Up to the Effective Date, the Advisor shall advance
to the Company all Organization and Offering Expenses in excess of the Initial
Capital, subject to reimbursement as hereinafter described. The advances shall
be made at such times and in such amounts as reasonably requested by the
Company. All Organization and Offering Expenses shall be reimbursed to the
Advisor out of net proceeds of the Offering subject to the following
limitations.

    


    
      	
               
      

            	
              (A)

            	
              The
      Company shall not reimburse the Advisor to the extent such reimbursement
      would cause the total amount spent by the Company on Organization and
      Offering Expenses (excluding underwriting and brokerage discounts and
      commissions but including third party due diligence fees as set forth in
      detailed and itemized invoices) to exceed 2.5% of Gross Proceeds raised in
      an Offering as of the termination of such
  Offering.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Within
      60 days after the end of the month in which an Offering terminates, the
      Advisor shall reimburse the Company for Organization and Offering Expenses
      (excluding underwriting and brokerage discounts and commissions, but
      including third-party due diligence fees as set forth in detailed and
      itemized invoices) exceeding 2.5% of Gross Proceeds raised in such
      Offering.

            


    

    


    
      	
               
      

            	
              (C)

            	
              The
      Company shall not reimburse the Advisor for any Organization and Offering
      Expenses that the Conflicts Committee determines are not fair and
      commercially reasonable to the
Company.

            


    

    


    
      	
               
      

            	
              (D)

            	
              The
      Company shall not make any reimbursement for any of the following
      Organization and Offering Expenses incurred by the Dealer Manager that are
      to be paid out of the Dealer Manager’s
fee:

            


    

    


    
      	
               
      

            	
              (1)

            	
              participating
      broker-dealer expense reimbursements (including meals with financial
      advisors and participating broker-dealer client
  seminars);

            


    

    


    
      	
               
      

            	
              (2)

            	
              sales
      seminars sponsored by participating
  broker-dealers;

            


    

    


    
      	
               
      

            	
              (3)

            	
              promotional
      items;

            


    

    


    
      	
               
      

            	
              (4)

            	
              marketing
      support;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (5)

            	
              expenses
      in connection with bona fide training and educational
      meetings;

            


    

    


    
      	
               
      

            	
              (6)

            	
              wholesaling
      commissions, wholesaling salaries and wholesaling expense reimbursements
      (including travel, meals and lodging in connection with the
      Offering);

            


    

    


    
      	
               
      

            	
              (7)

            	
              occasional
      meals and entertainment expenses of participating broker-dealers;
      and

            


    

    


    
      	
               
      

            	
              (8)

            	
              legal
      fees and expenses of the Dealer Manager associated with FINRA-related
      filings or the drafting and review of any dealer manager agreements,
      participating broker-dealer agreements and due diligence
      agreements.

            


    

    


    6.2           Operating
Expenses.  The Sub-Advisor shall advance to the Company or
shall otherwise pay all Operating Expenses, as incurred. Such Operating Expenses
shall be reimbursed to the Sub-Advisor in the manner described in Article 9 of
the Advisory Agreement.

    


    6.3           All Other Expense
Reimbursements.  All other expenses shall be advanced to the
Company or otherwise paid in the proportion of 30% by the Advisor and 70% by the
Sub-Advisor, and all reimbursements of such expenses will be apportioned between
the Advisor and Sub-Advisor in the same proportions.

     

    Article
7

     

    Voting
and Other Agreements

    


    7.1           Purchase of
Shares.  The Advisor and Sub-Advisor will acquire Shares from
the Company in the following amounts (the “Initial
Capital”):  Advisor - $60,000; Sub-Advisor - $140,000. The
Shares shall be purchased from the Company at a price of $10.00 per
Share.

    


    7.2           Election of
Directors.  The Advisor and Sub-Advisor each agrees, with
respect to any Shares now or hereinafter owned by it, to vote such Shares in
favor of the Advisor’s nominee for the Board and the Sub-Advisor’s nominees for
the Board. As of the date hereof, the Advisor’s nominee for the Board is
Nicholas Schorsch, and the Sub-Advisor’s nominee is Gordon F.
DuGan.

    


    7.3           Other Voting of
Shares.  The Advisor and Sub-Advisor each agrees that, with
respect to any Shares now or hereinafter owned by it, neither will vote or
consent on matters submitted to the Stockholders of the Company regarding (i)
the removal of the Advisor or any Affiliate of the Advisor; (ii) the removal of
the Sub-Advisor or any Affiliate of the Sub-Advisor; (iii) any transaction
between the Company and the Advisor or any of its Affiliates; or (iv) any
transaction between the Company and the Sub-Advisor or any of its Affiliates.
This voting restriction shall survive until such time that the Advisor is no
longer serving as such.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    7.4           Major Decisions.

    


    
      	
               
      

            	
              (A)

            	
              Subject
      to Sections
      7.3(C) and 7.3(D) with
      respect to the Company, all major decisions of the Company set forth below
      in clauses
      (A)(1) through (A)(6) (“Major Decisions”) shall
      be subject to the Company’s Articles of Incorporation and joint approval
      by the Advisor and Sub-Advisor. For the avoidance of doubt, Major
      Decisions specifically exclude any decisions regarding the day-to-day
      operations of the Company, the decision-making authority for which has
      been delegated to the Sub-Advisor pursuant to this Agreement. Major
      Decisions shall consist of the
following:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Retention
      of investment banks for the
Company;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Marketing
      methods for the Company’s sale of
Shares;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Extending,
      initiating or terminating the Initial Public Offering or any subsequent
      Offering of the Shares;

            


    

    


    
      	
               
      

            	
              (4)

            	
              Issuing
      press releases involving the major decisions of the Company or the Advisor
      or Sub-Advisor or their Affiliates with respect to the business or
      operations of the Company; provided , that
      the Sub-Advisor need not obtain consent to any press releases regarding
      acquisitions or dispositions of Properties, Loans or other Permitted
      Investments; and provided further, however , that
      notwithstanding the immediately preceding proviso, any mention of the
      Advisor or its Affiliates in such press releases regarding acquisitions or
      dispositions shall be pre-approved by the
  Advisor;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Selling
      substantially all of the Company’s assets and properties, effecting a
      Listing or consummating an Other Liquidity Event;
  and

            


    

    


    
      	
               
      

            	
              (6)

            	
              Merging
      or otherwise engaging in any change of control transaction for the
      Company.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Notwithstanding
      anything in this Agreement to the contrary, if the Parties do not agree to
      any action constituting a Major Decision that is described in any of clauses (A)(1)
      through (A)(6) above
      and that has been proposed by either Party, the Parties shall meet (in
      person or by phone) to discuss the issue in dispute in good faith over the
      five-business day period beginning with the delivery of notice of the
      proposed action to the other Party.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (C)

            	
              This
      subparagraph (c) shall apply to acquisitions and dispositions of
      Properties, Loans and Permitted Investments.  The parties
      acknowledge that the Advisor and the Sub-Advisor shall establish and
      administer the Investment Committee.  The Investment Committee
      shall be responsible for recommending and approving or authorizing on
      behalf of the Company, within the guidelines set forth herein, all
      acquisitions and dispositions of Properties, Loans and Permitted
      Investments.  The Investment Committee shall act upon majority
      vote of its members.  However, in the event of a deadlock or tie
      in the vote of the members of the Investment Committee with respect
      to a proposed transaction, the Investment Committee will have no
      authority to approve, and a majority of the independent directors must
      approve, the proposed transaction.  Notwithstanding anything in
      this Agreement to the contrary, (but subject to Section 7.3(D)
      and to the limitations of authority on the Investment Committee imposed
      herein or by the Company’s Articles of Incorporation, bylaws or duly
      adopted resolution of the Board), (1) unanimous or joint approval of the
      Advisor and the Sub-Advisor shall not be required for any acquisition or
      disposition of any Property, Loan or Permitted Investment, (2) the
      Investment Committee shall not have the authority to authorize, approve or
      consummate, without the affirmative action of the Board of Directors, any
      acquisition or disposition of any Property, Loan or Permitted Investment
      (or group of Properties, Loans or Permitted Investments to be acquired or
      sold in a single transaction) that would involve the investment or
      disposition of more than the lesser of $50,000,000 or 25% of the Company’s
      assets or
      that is the subject of either a joint venture between the Company and an
      affiliate of either the Advisor or Sub-Advisor or that an affiliate of the
      Advisor or Sub-Advisor is pursuing independent of the Company, (3) the
      Sub-Advisor and the Advisor shall discuss each proposed acquisition or
      disposition transaction (either in person or by phone) prior to either
      Party making any recommendation of the proposed transaction to the Board
      of Directors, and (4) the Sub-Advisor and the Advisor shall each give due
      consideration to the opinions of the other Party. Ordinarily, such
      discussions shall begin at least five business days before a
      recommendation is made to the Board of Directors; however, if in the sole
      discretion of the Sub-Advisor it is in the best interest of the Company to
      make a recommendation to the Board of Directors more promptly, then the
      Sub-Advisor may do so. In the event the Parties do not agree as to whether
      to recommend the proposed transaction to the Board of Directors, the
      Sub-Advisor’s decision shall govern.  With respect to any
      purchase or disposition transaction that is within the Investment
      Committee’s transaction limits as stated in this subparagraph (C), the
      Investment Committee’s authority is conditioned upon the Sub-Advisor
      providing to the Board of Directors at least five business days before
      execution of any definitive agreement with respect to a transaction (or at
      least five business days before a definitive agreement becomes binding and
      enforceable against the Company with no termination right) a summary of
      the material terms and conditions and expected financial impact of the
      transaction and the material risks of the
  transaction.

            


    

    


    
      	
               
      

            	
              (D)

            	
              Notwithstanding
      the provisions of this Section 7.3 or
      any other provision in this Agreement to the contrary, in all events,
      including Major Decisions, the Company will be managed under the direction
      of the Board of Directors.

            


    

    


    
      	
               
      

            	
              (E)

            	
              Notwithstanding
      anything in this Agreement to the contrary (but subject to Section
      7.3(D)), the Sub-Advisor shall have sole authority to act on behalf
      of the Company regarding amending the Advisory
  Agreement.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Article
8

     

    Relationship
of Sub-Advisor and Advisor and their Affiliates;

    Other
Activities of the Advisor and Sub-Advisor

    


    8.1           Relationship.  The
Advisor and the Sub-Advisor are not partners or joint venturers with each other,
and nothing in this Agreement shall be construed to make them such partners or
joint venturers. Except as set forth in Section 8.4 , nothing
herein contained shall prevent the Advisor or Sub-Advisor from engaging in or
earning fees from other activities, including, without limitation, the rendering
of advice to other Persons (including other REITs) and the management of other
programs advised, sponsored or organized by the Advisor or Sub-Advisor,
respectively, or any of their Affiliates, nor shall this Agreement limit or
restrict the right of any manager, director, officer, member, partner, employee
or equity holder of the Advisor or Sub-Advisor or their Affiliates to engage in
or earn fees from any other business or to render services of any kind to any
other Person. The Sub-Advisor may, with respect to any investment in which the
Company is a participant, also render advice and service to each and every other
participant therein, and earn fees for rendering such advice and service.
Specifically, it is contemplated that the Company may enter into Joint Ventures
or other similar co-investment arrangements with certain Persons, and pursuant
to the agreements governing such Joint Ventures or other similar co-investment
arrangements, the Advisor or the Sub-Advisor may be engaged to provide advice
and service to such Persons, in which case, the Advisor or the Sub-Advisor, as
applicable, will earn fees for rendering such advice and service. Each of the
Advisor and the Sub-Advisor shall promptly disclose to the Board the existence
of any condition or circumstance, existing or anticipated, of which it has
knowledge, that creates or which would reasonably result in a conflict of
interest between its obligations to the Company and its obligations to or its
interest in any other Persons (it being understood and agreed that the
conditions and circumstances referred to in the second paragraph of Section 8.4(A) are
deemed to have been disclosed to the Board for purposes of this Section
8.1).

    


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

    


    8.3           Advisor and Sub-Advisor
Meetings.  The Parties shall meet on a regular basis (frequency
to be determined) to discuss and consult with one another regarding the Company
and its assets and opportunities. Advisor and Sub-Advisor shall cause their
respective principals to meet (in person or by phone) with representatives of
each other upon the request of either Party. The Parties will provide each other
information regarding the operations and acquisitions of the Company as
reasonably requested by the other. Each of Advisor and Sub-Advisor shall have
direct access to the books and records of the Company and of each attorney,
accountant, servicer and other contracting party of the Company (except to the
extent such attorney represents either Party with respect to this
Agreement).

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    8.4           Investment Opportunities and
Allocation.

    


    
      	
               
      

            	
              (A)

            	
              
                If
      an investment opportunity becomes available to the Company that meets the
      investment criteria and is otherwise suitable, under all the factors
      considered by the Sub-advisor or Advisor, for both the Company and any
      Affiliates of the Advisor or Sub-Advisor, and for which any such Affiliate
      has sufficient uninvested funds and a desire to acquire such investment,
      then the Sub-Advisor will seek to collaborate with such Affiliate for the
      purchase of such investment, either in a joint venture or some other form
      of joint ownership. If the parties are unable to collaborate or joint
      venture the investment, then they will be free to compete with each other
      for the purchase of such
investment.

              

            


    

     

    Notwithstanding
the preceding, however, the Advisor or any Affiliate of the Advisor shall be
permitted to pursue any opportunity or to offer any opportunity to a third party
in respect of (i) any net leased retail, office and industrial property or other
property consistent with the investment policies of American Realty Capital
Trust, Inc., (ii) any commercial real estate or other real estate investment
that relates to office, retail, multi-family residential, industrial and hotel
property types, located primarily in the New York metropolitan area or other
property consistent with the investment policies of American Realty Capital New
York Recovery REIT, Inc., or (iii) any investment to be made by a contemplated
non-traded REIT (the “ Identified REIT ”) that the
Advisor reasonably determines does not conflict with the stated investment
policies and objectives of the Company.

    


    
      	
               
      

            	
              (B)

            	
              Notwithstanding
      the preceding, the restrictions in clauses (A) and
      (B) will
      commence upon commencement of the Offering Period and will cease to be
      effective upon termination of the Offering Period or, if later, the time
      when all equity raised during the Offering Period has been substantially
      invested or committed to
investment.

            


    

    


    
      	
               
      

            	
              (C)

            	
              Except
      as provided in this Section 8.4,
      none of the Advisor and the Sub-Advisor nor any of their respective
      Affiliates shall be obligated generally to present any particular
      investment opportunity to the
Company.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    8.5           Prospectus
Guidance.  Sub-Advisor has read and will abide by the
Prospectus with respect to the Company’s investment objectives, targeted assets
and investment restrictions, targeted markets, leverage, distribution policy,
and investor profile except to the extent directed by the Board.

     

    Article
9

     

    Dealer
Manager

     

    The
Parties agree to use their best efforts to cause the Company, subject to
approval by the Company’s Board of Directors, to enter into the Dealer Manager
Agreement with the Dealer Manager on terms consistent with the “Plan of
Distribution” section of the Prospectus.

     

    Article
10

     

    The
Northcliffe and ARC Names

     

    The
Parties acknowledge and reaffirm the rights and obligations set forth with
respect to their proprietary interests in their respective names as set forth in
Article 12 of the Advisory Agreement.

     

    Article
11

     

    Other
Agreements

    


    11.1           [Reserved].

    


    


    11.2           Property Level Agreements. As
soon as practicable following the date that is six months after the initial
closing of the Initial Public Offering, the Parties agree to use their best
efforts to cause the Company, subject to approval by the Company’s Board of
Directors, to enter into a Master Property Management and Leasing Agreement with
an Affiliate of the Sub-Advisor consistent with the description of the same in
the Prospectus. Advisor shall have the right to review and comment upon such
master agreement, and to approve such master agreement (such approval not to be
unreasonably withheld), prior to submission to the Board. Advisor agrees that it
shall have no right in the fees generated pursuant to such master
agreement.

    


    11.3           Advisor, Advisory Agreement and
Dealings with Company.

    


    
      	
               
      

            	
              (A)

            	
              Advisor
      agrees to inform and make Sub-Advisor a party to all negotiations between
      Advisor and the Company regarding any proposed amendment of the Advisory
      Agreement. No amendment to the Advisory Agreement will be agreed upon or
      permitted if such amendment would impact the rights or obligations of the
      Sub-Advisor without the Sub-Advisor’s consent and
    signature.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (B)

            	
              Advisor
      agrees to allow Sub-Advisor to present and recommend to the Company all
      investment opportunities recommended by
  Sub-Advisor.

            


    

     

    Article
12

     

    Certain
Transfers

    


    12.1           Transfers. The Parties have
selected one another based on the experience and personnel of each other and
their Affiliates. Accordingly, each Party agrees that it is mutually desirable
to restrict changes in ownership of each Party. Each Party agrees to amend, to
the extent necessary, its governing documents to restrict transferability of any
direct or indirect interest in such Party by such Party’s Key Persons unless
both Parties jointly agree as otherwise permitted by this Article 12 ; provided , however , that any
transfer of an interest in either Party by any of such Party’s Key Persons, by
any entity controlled by a Key Person of such Party or by any Immediate Family
Member of a Key Person of such Party shall be permitted without any approval so
long as (i) the transferee of such interest is an Immediate Family Member
of a Key Person of such Party, and (ii) one or more of the Key Persons of
such Party retain management and voting control over such interest held by such
transferee at all times after the applicable transfer occurs.

    


    12.2           Prohibited
Transfers.

    


    
      	
               
      

            	
              (A)

            	
              Except
      for Permitted Transfers and other transfers made in accordance with, and
      as permitted by, this Agreement, neither Party (1) will allow any
      direct or indirect transfer of interests therein by its applicable Key
      Persons, and (2) will directly or indirectly transfer any part of its
      direct or indirect ownership interest in the Company (if any), whether in
      each such case voluntarily or by foreclosure, assignment in lieu thereof
      or other enforcement of a pledge, hypothecation or collateral assignment
      without the prior approval of the other
Party.

            


    

    


    
      	
               
      

            	
              (B)

            	
              “Permitted Transfer” (for
      which no approval by the other Party shall be required) means either of
      the following:

            


    

    


    
      	
               
      

            	
              (1)

            	
              any
      transfer of all or any portion of the direct or indirect interest in the
      Company held by a Party (if any) to any Affiliate of such Party; provided ,
      however ,
      that in each such case the transferee executes an instrument agreeing to
      be bound by the provisions of this Agreement to the extent applicable to
      the transferor; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              any
      transfer of all or any portion of the direct or indirect interest in a
      Party held, directly or indirectly, by such Party’s Key Persons or
      Immediate Family Members; provided ,
      however ,
      that either (a) either or both of such Party’s Key Persons remain
      involved with the material decision-making and actions of such Party for
      the applicable Transfer Restriction Period (for the sake of clarity, after the
      applicable Transfer Restriction Period, each Party is permitted to allow
      the effecting of a transfer of all or any portion of the direct or
      indirect interest in such Party without regard to the continued
      involvement of such Party’s Key Persons) or (b) in the case of the
      Advisor, the transfer occurs after the Offering Period and the applicable
      transferee agrees to cede any decision making and governance authority
      relating to the Company (including making Major Decisions) to the
      Sub-Advisor.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Article
13

     

    Representations,
Warranties, and Agreements

    


    13.1           The
Advisor and the Sub-Advisor each hereby represents and warrants to, and agrees
with, the other as follows:

    


    
      	
               
      

            	
              (A)

            	
              Such
      Party is duly formed and validly existing under the laws of the
      jurisdiction of its organization;

            


    

    


    
      	
               
      

            	
              (B)

            	
              Such
      Party has full power and authority to enter into this Agreement and to
      conduct its business to the extent contemplated in this
      Agreement;

            


    

    


    
      	
               
      

            	
              (C)

            	
              This
      Agreement has been duly authorized, executed and delivered by such Party
      and constitutes the valid and legally binding agreement of such Party,
      enforceable in accordance with its terms against such Party, except as
      such enforceability may be limited by bankruptcy, insolvency, moratorium
      and other similar laws relating to creditors’ rights generally, and by
      general equitable principles.

            


    

    


    
      	
               
      

            	
              (D)

            	
              The
      execution and delivery of this Agreement by such Party and the performance
      of its duties and obligations hereunder do not result in a breach of any
      of the terms, conditions or provisions of, or constitute a default under,
      any indenture, mortgage, deed of trust, credit agreement, note or other
      evidence of indebtedness, or any lease or other agreement, or any license,
      permit, franchise or certificate to which such Party is a party or by
      which it is bound or to which its properties are subject or require any
      authorization or approval under or pursuant to any of the foregoing, or
      violate any statute, regulation, law, order, writ, injunction, judgment or
      decree to which such Party is
subject;

            


    

    


    
      	
               
      

            	
              (E)

            	
              Such
      Party is not aware of any facts pertaining to such Party or its Affiliates
      that would cause such Party, or any of such Party’s Affiliates, to be
      unable to discharge timely the obligations of such Party or its Affiliates
      under this Agreement or the obligations of the Company under any agreement
      to which any of them is a party;

            


    

    


    
      	
               
      

            	
              (F)

            	
              To
      the knowledge of such Party, no consent, approval or authorization of, or
      filing, registration or qualification with, any court or governmental
      authority on the part of such Party is required for the execution and
      delivery of this Agreement by such Party and the performance of its
      obligations and duties hereunder and such execution, delivery and
      performance shall not violate any other agreement to which such Party is
      bound;

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (G)

            	
              Such
      Party recognizes that Bass, Berry & Sims PLC is representing and in
      the future may represent the Sub-Advisor, its Affiliates and the Company
      with respect to matters in this Agreement and on other unrelated matters,
      and acknowledges that it has been notified of this representation and that
      it has been suggested that it retain independent counsel in reviewing this
      Agreement and the terms agreed to herein. The Advisor hereby waives all
      conflicts of interest regarding Bass, Berry & Sims PLC with respect
      thereto and hereby waives all rights to disqualify Bass, Berry & Sims
      PLC from representing the Sub-Advisor, its Affiliates, and the Company in
      any matter at any time;

            


    

    


    
      	
               
      

            	
              (H)

            	
              Such
      Party recognizes that Bass, Berry & Sims PLC is representing and in
      the future may represent the Advisor, the Dealer Manager, their Affiliates
      and the Company with respect to matters in this Agreement and on other
      unrelated matters, and acknowledges that it has been notified of this
      representation and that it has been suggested that it retain independent
      counsel in reviewing this Agreement and the terms agreed to herein. The
      Sub-Advisor hereby waives all conflicts of interest regarding Bass, Berry
      & Sims PLC with respect thereto and hereby waives all rights to
      disqualify Bass, Berry & Sims PLC from representing the Advisor, the
      Dealer Manager, their Affiliates and the Company in any matter at any
      time;

            


    

    


    
      	
               
      

            	
              (I)

            	
              Except
      as specifically provided in this Agreement, such Party is not relying upon
      the other Party, the Company or their respective Affiliates or advisors,
      in connection with any of the matters referred to in this Agreement,
      including any projections, information, due diligence, representations or
      warranties (express or implied, oral or written), statements or other
      matters concerning the Company, the other Party, or otherwise, and each
      Party hereby confirms that it has conducted an independent investigation
      of the facts regarding the same (or has chosen not to do so at such
      Party’s peril);

            


    

    


    
      	
               
      

            	
              (J)

            	
              The
      Party is not acting as the representative or agent or in any other
      capacity, fiduciary or otherwise, on behalf of another Person in
      connection with the Company or the other matters referred to in this
      Agreement;

            


    

    


    
      	
               
      

            	
              (K)

            	
              Such
      Party is aware that the other Party and/or Affiliates of such other Party
      now and in the future shall be, and in the past have been, engaged in
      businesses which are competitive with that of the Company. Each of the
      Parties hereby acknowledges and agrees that the Parties’ obligations with
      respect to all future activities which are in competition with the Company
      are as set forth in Article 8
      ;

            


    

    


    
      	
               
      

            	
              (L)

            	
              Such
      Party is aware that compensation and reimbursements may be payable to
      Affiliates of the Parties by the Company, as addressed in this Agreement,
      the Advisory Agreement and the Dealer Manager
  Agreement;

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (M)

            	
              No
      Party is required to cause the controlling persons of such Party to devote
      any specific portion of their time to Company business other than as
      necessary to fulfill such Parties’ obligations under this Agreement and
      the Advisory Agreement, as the case may be, and such controlling persons
      are expected to spend substantial amounts of their time on activities that
      are unrelated to the Company;

            


    

    


    
      	
               
      

            	
              (N)

            	
              Such
      Party understands that the other Party is relying on the accuracy of the
      representations set forth in this Article 13 in
      entering into this Agreement;

            


    

    


    
      	
               
      

            	
              (O)

            	
              Such
      Party has not granted to any third party rights that would be inconsistent
      with the rights granted to the other Party by this
    Agreement;

            


    

    


    
      	
               
      

            	
              (P)

            	
              Such
      Party has all requisite licenses to do and perform all acts and receive
      all fees as contemplated by this Agreement and the Advisory Agreement;
      and

            


    

    


    
      	
               
      

            	
              (Q)

            	
              None
      of its principals has been convicted of any felony, or convicted of any
      misdemeanor involving moral turpitude (including fraud), or entered a plea
      of nolo contendere in connection with any felony or any such
      misdemeanor.

            


    

    


    13.2         The
Sub-Advisor hereby represents and warrants to, and agrees with, the Advisor as
follows:

    


    
      	
               
      

            	
              (A)

            	
              The
      staff and employees of the Sub-Advisor and its Affiliates have the skills,
      knowledge of and expertise in property selection,
      acquisitions/development, financing, asset and property management, and
      dispositions as to perform their respective duties and obligations
      hereunder; and

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      Sub-Advisor is sophisticated in real estate and securities transactions,
      has been granted access to such financial and other material information
      concerning the Company, the other Party and the other Party’s Affiliates,
      and their respective current and anticipated operations and such due
      diligence materials as it deems necessary or advisable, as it has
      requested or may require in connection with its investment (including an
      advance of expenses that may be reimbursed) in the Company, is able,
      either directly or through its agents and representatives, to evaluate
      such information and any due diligence materials provided or made
      available to it from time to time hereunder, and is able to bear the
      financial risk of loss presented by an investment in the Company,
      particularly in light of the risks that would be disclosed by a detailed
      analysis thereof (its access to which, to the full extent any Party has
      requested, hereby is confirmed by each
Party);

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


     

    Article
14

     

    Term
and Termination of the Agreement

    


    14.1        Term.  This
Agreement shall have an initial term of one year from the date hereof and shall
be renewed for an unlimited number of successive one-year terms upon renewal of
the Advisory Agreement. This Agreement shall be co-terminus with the Advisory
Agreement and, except as otherwise provided herein (including Section 14.2 below)
or in the Advisory Agreement, this Agreement shall terminate at such time as the
Advisory Agreement terminates and the Advisory Agreement shall terminate at such
time as this Agreement terminates.  Notwithstanding the foregoing, or
anything in this Agreement or the Advisory Agreement to the contrary, if the
Advisory Agreement is terminated by the Company on account of actions by the
Advisor or events affecting the Advisor described in paragraphs (B), (C), (D) or
(F)(2) below, then the Company may enter into a new advisory agreement with the
Sub-Advisor or an affiliate thereof containing the same or similar terms as
those contained herein.

    


    14.2         Termination.  Subject
to last sentence of Section
14.1:

    


    
      	
               
      

            	
              (A)

            	
              This
      Agreement may be terminated (1) by the Advisor upon 60 days’ prior
      written notice by the Advisor to the Sub-Advisor with approval of a
      majority of the Conflicts Committee (in which event the Advisory Agreement
      will likewise terminate at the effective time of termination hereof), or
      (2) by the Sub-Advisor upon 60 days’ prior written notice by the
      Sub-Advisor to the Advisor (in which event the Advisory Agreement shall
      not terminate);

            


    

    


    
      	
               
      

            	
              (B)

            	
              This
      Agreement may be terminated by the Sub-Advisor, if the Conflicts Committee
      of the Board shall reasonably determine that the Advisor shall have
      materially breached this Agreement (in which event the Advisory Agreement
      will likewise terminate at the effective time of termination hereof if
      such material breach shall be a failure of the Advisor to pay, or cause to
      be paid, any amount owed to the Sub-Advisor pursuant to Article 5 or
      Section
      6.2 or Section 6.3
      hereof) and may be terminated  by the Advisor if the Conflicts
      Committee of the Board shall reasonably determine that the Sub-Advisor
      shall have materially breached this Agreement (in which event the Advisory
      Agreement shall not terminate); provided ,
      however ,
      that the breaching party shall have 30 calendar days after the receipt of
      notice of such breach from the other party to cure such
      breach;

            


    

    


    
      	
               
      

            	
              (C)

            	
              This
      Agreement may be terminated by the Advisor if the Sub-Advisor shall be
      subject to an allegation that it has committed any fraud, criminal
      conduct, gross negligence or willful misconduct in any action or failure
      to act undertaken by the Sub-Advisor pertaining to or having a detrimental
      effect upon the ability of the Sub-Advisor to perform its respective
      duties hereunder and the Conflicts Committee shall have determined, after
      providing the Sub-Advisor with an opportunity for a hearing and to cure
      any damage, that such allegation shall have had a material adverse effect
      on the Company that can only be remedied by termination of this Agreement,
      or, in any event, if and when a court or regulatory authority of competent
      jurisdiction shall have returned a final non-appealable order or ruling
      that the Sub-Advisor is guilty of or liable with respect to such conduct
      (in either which case the Advisory Agreement shall not terminate by reason
      of termination of this Agreement);

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (D)

            	
              This
      Agreement may be terminated by either Party, if the other Party (1)
      commences a voluntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect, (2) consents to the entry of
      an order for relief in an involuntary case under any such law, (3)
      consents to the appointment of or taking possession by a receiver,
      liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) for the other Party or for any substantial part of its property,
      or (4) makes any general assignment for the benefit of creditors under
      applicable state law (in either which case the Advisory Agreement shall
      not terminate by reason of the termination of this
    Agreement);

            


    

    


    
      	
               
      

            	
              (E)

            	
              This
      Agreement may be terminated by either Party, if: (1) an involuntary case
      under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect has been commenced against the other Party, and such
      case has not been dismissed within 60 days after the commencement thereof;
      or (2) a receiver, liquidator, assignee, custodian, trustee, sequestrator
      (or similar official) has been appointed for the other Party or has taken
      possession of the other Party or any substantial part of its property, and
      such appointment has not been rescinded or such possession has not been
      relinquished within 60 days after the occurrence thereof (in either which
      case the Advisory Agreement shall not terminate by reason of termination
      of this Agreement); or

            


    

    


    
      	
               
      

            	
              (F)

            	
              This
      Agreement may be terminated at any time within five years after the
      Effective Date (1) by the Advisor if Gordon F. DuGan and Benjamin Harris
      cease to be actively involved in the management of the Sub-Advisor (in
      which case the Advisory Agreement shall not terminate by reason of
      termination of this Agreement) and (2) by the Sub-Advisor if both Nicholas
      Schorsch and William N. Kahane cease to be actively involved in the
      management of the Advisor (in which case the Advisory Agreement shall
      terminate by reason of termination of this
  Agreement).

            


    

    


    14.3           Survival upon
Termination.  Notwithstanding anything else that may be to the
contrary herein, the expiration or earlier termination of this Agreement shall
not relieve a party for liability for any breach occurring prior to such
expiration or earlier termination. The provisions of Articles 1, 5, 6, 10, 13, 14, 16, and 17 shall survive
termination of this Agreement.

    


    14.4           Payments on Termination and Survival
of Certain Rights and Obligations.  After termination of this
Agreement, the Sub-Advisor shall have the rights to payment and the
responsibilities as set forth in Section 13.3 of the Advisory
Agreement.


    
      
         


      

      
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    Article
15

     

    Assignment

     

    This
Agreement may be assigned by the Sub-Advisor (a) to an Affiliate with the
consent of the Advisor, such consent not to be unreasonably withheld or delayed,
provided that such Affiliate remains at all times thereafter an Affiliate of
[Northcliffe Asset Management, LLC] or (b) in a manner meeting the conditions of
Section
12.2(B)(2). This Agreement shall not be assigned by the Advisor without
the consent of the Sub-Advisor, except in the case of (i) an assignment by the
Advisor to the Company whereby the Sub-Advisor becomes the advisor to the
Company or (ii) an assignment by the Advisor meeting the conditions of Section 12.2(B)(2)
..

     

    Article
16

     

    Indemnification
and Limitation of Liability

     

    The
indemnification and limitation of liability provisions contained in the Advisory
Agreement apply to both the Advisor and Sub-Advisor. Both Parties agree that
neither will take any action inconsistent with such limitation of liability or
indemnification provisions.

     

    Article
17

     

    Miscellaneous

    


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

     

    To the
Advisor:

    


    American
Realty Capital Income Properties Advisors, LLC

    405 Park
Avenue

    New York,
New York 10022

    Attention:  Nicholas
S. Schorsch

    Jesse
Galloway

     

    with a
copy to (which shall not constitute Notice):

    


    John A.
Good, Esq.

    Bass,
Berry & Sims PLC

    100
Peabody Place, Suite 900

    Memphis,
Tennessee 38103-3672

    Telephone:
(901) 543-5901

    Facsimile:
(888) 543-4644

    
      
        
        

      

      
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    To the
Sub-Advisor:

    


    Northcliffe
Sub-Advisor, LLC

    140
Broadway, 43rd
Floor

    New York,
New York 10005

    Attention:
Gordan F. DuGan

    


    with a
copy to (which shall not constitute Notice):

    


    John A.
Good, Esq.

    Bass,
Berry & Sims PLC

    100
Peabody Place, Suite 900

    Memphis,
Tennessee 38103-3672

    Telephone:
(901) 543-5901

    Facsimile:
(888) 543-4644

     

    Either
Party may at any time give Notice in writing to the other Party of a change in
its address for the purposes of this Section 17.1. Each
Notice shall be deemed given and effective upon receipt (or refusal of
receipt).

    


    17.2           Modification.  This
Agreement shall not be amended, supplemented, changed, modified, terminated or
discharged, in whole or in part, except by an instrument in writing signed by
both Parties hereto, or their respective successors or permitted
assigns.

    


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

    


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

    


    17.5           Entire
Agreement.  This Agreement contains the entire agreement and
understanding between the Parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. In all events, nothing contained
herein shall be read, construed, interpreted or applied in any manner that
prevents or hinders the Company from qualifying as a real estate investment
trust under Section 856(c) of the Code.

    


    17.6           Waiver.  Neither the
failure nor any delay on the part of a Party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right,
remedy, power or privilege, nor shall any waiver of any right, remedy, power or
privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver shall
be effective unless it is in writing and is signed by the Party asserted to have
granted such waiver.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

     

    [The
remainder of this page is intentionally left blank.

    Signature
page follows.]

     


    
      
         


      

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

    


    


    


    American
Realty Capital Income Properties 

    Advisors,
LLC

    


    By: /s/ William Kahane
William
Kahane, President

     

     

    Northcliffe
Sub-Advisor, LLC

     

    By: /s/ Gordon F. DuGan
Gordon F.
DuGan, Chief Executive Officer

    


    [Signature
Page to Sub-Advisory Agreement between

    American Realty Capital Income
Properties Advisors, LLC and Northcliffe Sub-Advisor,
LLC]


    
      
         


      

      
        22