Unassociated Document


    
       

      


       

      Advisory
Agreement

       

      between

       

      Corporate
Income Properties - ARC, Inc.,

       

      Corporate
Income Properties – ARC Operating Partnership, LP

       

      and

       

      American
Realty Capital Income Properties Advisors, LLC

       

      October
1, 2010


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Table
of Contents

       

      
        
          	 
      	 
      	 
      
	 
      	
                    

                	
                  Page

                
	
                  Article
      1 - Definitions

                	
                    

                	
                  1

                
	
                  Article
      2 - Appointment

                	
                    

                	
                  8

                
	
                  Article
      3 - Duties Of The Advisor

                	
                    

                	
                  8

                
	
                  3.1
      Organizational and Offering Services

                	
                    

                	
                  8

                
	
                  3.2
      Acquisition Services

                	
                    

                	
                  8

                
	
                  3.3
      Asset Management Services

                	
                    

                	
                  9

                
	
                  3.4
      Stockholder Services

                	
                    

                	
                  12

                
	
                  3.5
      Other Services

                	
                    

                	
                  13

                
	
                  Article
      4 - Authority Of Advisor

                	
                    

                	
                  13

                
	
                  4.1
      General

                	
                    

                	
                  13

                
	
                  4.2
      Powers of the Advisor

                	
                    

                	
                  13

                
	
                  4.3
      Approval by the Board

                	
                    

                	
                  13

                
	
                  4.4
      Modification or Revocation of Authority of Advisor

                	
                    

                	
                  13

                
	
                  Article
      5 - Bank Accounts

                	
                    

                	
                  13

                
	
                  Article
      6 - Records and Financial Statements

                	
                    

                	
                  14

                
	
                  Article
      7 - Limitation on Activities

                	
                    

                	
                  14

                
	
                  Article
      8 - Fees

                	
                    

                	
                  15

                
	
                  8.1
      Acquisition Fees

                	
                    

                	
                  15

                
	
                  8.2
      Asset Management Fee

                	
                    

                	
                  15

                
	
                  8.3
      Property Management and Leasing Fees

                	 
      	
                  16

                
	
                  8.4
      Oversight Fees

                	 
      	
                  16

                
	
                  8.5
      Disposition Fees

                	
                    

                	
                  16

                
	
                  8.6
      Financing Fee

                	
                    

                	
                  17

                
	
                  8.7
      Subordinated Share of Cash from Sales, Settlements and
      Financings

                	
                    

                	
                  17

                
	
                  8.8
      Subordinated Incentive Fee

                	
                    

                	
                  17

                
	
                  8.9
      Other Services

                	
                    

                	
                  18

                
	
                  8.10
      Changes to Fee Structure

                	
                    

                	
                  18

                
	
                  8.11
      Limitation on Acquisition Fees, Acquisition Expenses and Financing
      Fees

                	
                    

                	
                  18

                
	
                  Article
      9 - Expenses

                	
                    

                	
                  18

                
	
                  9.1
      General

                	
                    

                	
                  18

                
	
                  9.2
      Timing of and Limitations on Reimbursements

                	
                    

                	
                  21

                
	
                  Article
      10 - Voting Agreement

                	
                    

                	
                  21

                
	
                  10.1
      Election of Directors

                	
                    

                	
                  22

                
	
                  10.2
      Other Voting of Shares

                	
                    

                	
                  22

                
	
                  Article
      11 - Relationship Of Advisor, Sub-Advisor And Company; Other Activities Of
      The Advisor

                	
                    

                	
                  22

                
	
                  11.1
      Relationship

                	
                    

                	
                  22

                
	
                  11.2
      Time Commitment

                	
                    

                	
                  23

                
	
                  11.3
      Investment Opportunities

                	
                    

                	
                  23

                
	
                  Article
      12 - The ARC Names

                	
                    

                	
                  24

                


        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      


      
        
          
            	
                    Article
      13 - Term And Termination of the Agreement

                  	
                      

                  	
                    25

                  
	
                    13.1
      Term

                  	
                      

                  	
                    25

                  
	
                    13.2
      Termination by Either Party

                  	
                      

                  	
                    25

                  
	
                    13.3
      Payments on Termination and Survival of Certain Rights and
      Obligations

                  	
                      

                  	
                    25

                  
	
                    Article
      14 - Assignment

                  	
                      

                  	
                    28

                  
	
                    14.1
      Assignment of Agreement

                  	
                      

                  	
                    28

                  
	
                    14.2
      Assignment of Payments

                  	
                      

                  	
                    28

                  
	
                    Article
      15 - Indemnification and Limitation of Liability

                  	
                      

                  	
                    28

                  
	
                    15.1
      Indemnification

                  	
                      

                  	
                    28

                  
	
                    15.2
      Limitation on Indemnification

                  	
                      

                  	
                    29

                  
	
                    15.3
      Limitation on Payment of Expenses

                  	
                      

                  	
                    29

                  
	
                    Article
      16 - Miscellaneous

                  	
                      

                  	
                    29

                  
	
                    16.1
      Notices

                  	
                      

                  	
                    29

                  
	
                    16.2
      Modification

                  	
                      

                  	
                    31

                  
	
                    16.3
      Severability

                  	
                      

                  	
                    31

                  
	
                    16.4
      Construction

                  	
                      

                  	
                    31

                  
	
                    16.5
      Entire Agreement

                  	
                      

                  	
                    31

                  
	
                    16.6
      Waiver

                  	
                      

                  	
                    31

                  
	
                    16.7
      Gender

                  	
                      

                  	
                    31

                  
	
                    16.8
      Titles Not to Affect Interpretation

                  	
                      

                  	
                    31

                  
	
                    16.9
      Third Party Beneficiary

                  	
                      

                  	
                    31

                  
	
                    16.10
      Counterparts

                  	
                      

                  	
                    32

                  
	
                    16.11
      Restricted Stock

                  	
                      

                  	
                    32

                  


          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      


       

      ADVISORY
AGREEMENT

       

      This
Advisory Agreement, dated as of October 1, 2010 (this “Agreement”), is among
Corporate Income Properties – ARC, Inc., a Maryland corporation (“CIP”), Corporate Income
Properties – ARC Operating Partnership, LP (the “Partnership”) (CIP and the
Partnership being hereinafter collectively called the “Company”), and American Realty
Capital Income Properties Advisors, LLC, a Delaware limited liability company
(the “Advisor”).

       

      W
I T N E S S E T H

       

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

       

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

       

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

       

      Article
1

       

      Definitions

       

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

       

      “Acquisition Expenses” means
any and all expenses, excluding the Acquisition Fees, incurred by the Company,
the Advisor, the Sub-Advisor or any Affiliate of the Advisor or Sub-Advisor
either in connection with the consideration, investigation, selection,
evaluation, acquisition or development of any Property, Loan or other Permitted
Investment, whether or not acquired or originated, as applicable, including,
without limitation, legal fees and expenses, travel and communications expenses,
allocable share of personnel expenses (except in cases where Acquisition Fees
are payable hereunder), brokerage fees, costs of appraisals, nonrefundable
option payments on Properties, Loans or other Permitted Investments not
acquired, accounting fees and expenses, title insurance premiums, transfer
taxes, documentary stamps, recording fees and the costs of performing due
diligence.

       

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


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


       

      “Advisor” has the meaning set
forth in the initial paragraph of this Agreement.

       

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

       

      “Appraised Value” means the
value according to an appraisal made by an Independent Appraiser.

       

      “Articles of Incorporation”
means the Articles of Incorporation of CIP under Title 2 of the Corporations and
Associations Article of the Annotated Code of Maryland, as amended from time to
time.

       

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

       

      “Average Invested Assets”
means, for a specified period, the average of the aggregate book value of the
assets of the Company invested, directly or indirectly, in Properties, Loans and
other Permitted Investments secured by real estate before reserves for depreciation or bad debts or other similar non-cash
allowances or reserves, computed by taking the average of such values at the end
of each month during such specified period.  For an equity interest
owned in any Joint Venture, the calculation of Average Invested Assets shall
take into consideration the aggregate book value of the Company’s equity
interest in the underlying Joint Venture.

       

      “Board of Directors” or “Board” means the persons
holding such office, as of any particular time, under the Articles of
Incorporation of CIP, whether they are the Directors named therein or additional
or successor Directors.

       

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


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       

      “Cash from Financings” means
the net cash proceeds realized by the Company from the financing of Properties,
Loans or other Permitted Investments or from the refinancing of any Company
indebtedness (after deduction of all expenses incurred in connection
therewith).

       

      “Cash from Sales and
Settlements” means the net cash proceeds realized by the Company: (i)
from the sale, exchange or other disposition of any of its assets or any portion
thereof after deduction of all expenses incurred in connection therewith; (ii)
from the prepayment, maturity, workout or other settlement of any Loan or
Permitted Investment or portion thereof after deduction of all expenses incurred
in connection therewith; and (iii) from regular principal payments on any Loan
(or to the extent applicable, any Permitted Investment). In the case of a
transaction described in clause (i)(C) of the
definition of “Sale” and clause (i)(B) of the
definition of “Settlement,” Cash from Sales and Settlements means the proceeds
of any such transaction actually distributed to the Company from the Joint
Venture or partnership. Cash from Sales and Settlements shall not include Cash
from Financings.

       

      “Cash from Sales, Settlements and
Financings” means the total sum of Cash from Sales and Settlements and
Cash from Financings.

       

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

       

      “Company” shall have the
meaning set forth in the initial paragraph of this Agreement.

       

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

       

      “Conflicts Committee” means a
committee of the Board of Directors consisting of all the independent Directors
of the Company.

       

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

       

      “Contract Purchase Price” with
respect to a Property means the amount actually paid or allocated to the
purchase, development, construction or improvement of a Property, including the
amount of Acquisition Expenses and any indebtedness incurred or assumed in
connection with the acquisition of the Property but exclusive of Acquisition
Fees and Financing Fees.

       

      “Contract Sales Price” means
the total consideration received by the Company for the sale of a Property, Loan
or other Permitted Investment.

       

      “Cost of Loans and other Permitted
Investments” means the sum of the cost of all Loans and Permitted
Investments held by the Company, calculated each month on an ongoing basis, and
calculated as follows for each Loan or Permitted Investment: the lesser of (i)
the amount actually paid or allocated to acquire or fund the Loan or Permitted
Investment (including Acquisition Expenses related thereto and the amount of any
debt associated with or used to acquire or fund such Loan or Permitted
Investment) and (ii) the outstanding principal amount of such Loan or Permitted
Investment, as of the time of calculation. With respect to any Loan or Permitted
Investment held by the Company through a Joint Venture or partnership of which
it is, directly or indirectly, a co-venturer, such amount shall be the Company’s
proportionate share thereof.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


       

      “Cost of Real Estate
Investments” means the sum of (i) with respect to Properties wholly
owned, directly or indirectly, by the Company, the amount actually paid or
allocated to the purchase, development, construction or improvement of
Properties, including Acquisition Expenses related thereto, plus the amount of
any outstanding debt attributable to such Properties and (ii) in the case of
Properties owned by any Joint Venture or partnership in which CIP or the
Partnership is, directly or indirectly, a co-venturer or partner, the portion of
the amount actually paid or allocated to the purchase, development, construction
or improvement of Properties, including acquisition costs and expenses related
thereto, plus the amount of any outstanding debt associated with such Properties
that is attributable to the Company’s investment in the Joint Venture or
partnership.

       

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

       

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

       

      “Director” means a member of
the Board of Directors of the Company.

       

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

       

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

       

      “Distribution Payout Ratio”
shall be computed on a calendar quarter basis and means the quotient obtained by
dividing Distributions per Share actually paid during such quarter by MFFO per
Share for such quarter.  MFFO per Share shall be computed using
weighted average shares outstanding determined in the manner required for
computing earnings per share under GAAP.

       

      “Financing Fee” shall have the
meaning set forth in Section
8.6.

       

      “Funds Advanced” with respect
to any Loan or Permitted Investment means the amount advanced to the borrower
with respect to any Loan made by the Company or the amount paid by the Company
to acquire any Permitted Investment other than a Loan, including any Acquisition
Expenses and any indebtedness incurred or assumed with respect to such Loan or
Permitted Investment but excluding any Acquisition Fee or Financing
Fee.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


       

      “Funds from Operations” or
“FFO” means funds from
operations computed in accordance with the most current definition of that term
as promulgated by the National Association of Real Estate Investment
Trusts.

       

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

       

      “CIP” shall have the meaning
set forth in the initial paragraph of this Agreement.

       

      “Gross
Proceeds” means the aggregate purchase price of all Shares sold for the
account of the Company through an Offering, without deduction for Organization
and Offering Expenses.

       

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

       

      “Independent Appraiser” means a
person with no material current or prior business or personal relationship with
the Advisor, the Sub-Advisor, any Affiliate of the Advisor or Sub-Advisor or any
Director, who is engaged to a substantial extent in the business of rendering
opinions regarding the value of assets of the type held by the Company, and who
is a qualified appraiser of real estate as determined by the Board. Membership
in a nationally recognized appraisal society such as the American Institute of
Real Estate Appraisers (“M.A.I.”) or the Society of
Real Estate Appraisers (“S.R.E.A.”) shall be conclusive
evidence of such qualification.

       

      “Initial Public Offering” means
the initial public offering of Shares registered on the Registration Statement
pursuant to the Securities Act of 1933, as amended.

       

      “Invested Capital” means the
amount calculated by multiplying the total number of Shares purchased by
Stockholders by the issue price, reduced by any amounts paid by the Company to
repurchase or redeem Shares pursuant to the Company’s plan for redemption of
Shares or otherwise.

       

      “Joint Venture” means any joint
venture, limited liability company or other Affiliate of the Company that owns,
in whole or in part, on behalf of the Company any Properties, Loans or other
Permitted Investments.

       

      “Listed” or “Listing” means (i) the listing
of the Shares on a national securities exchange, or (ii) the receipt by the
Stockholders in exchange for Shares in a merger, share exchange or other
transaction of securities that are listed on a national securities
exchange.

       

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


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


       

      “Management Fee Base” means,
for a specified period, the sum of the Cost of Real Estate Investments and the
Cost of Loans and other Permitted Investments computed by taking the average of
such values at the end of each month during such specified period.

       

      “MFFO” means FFO excluding (i)
acquisition-related costs (including Acquisition Expenses and Acquisition Fees);
and (ii) other infrequent charges not related to the operating performance of
Properties, including, without limitation, impairment charges, write-offs of
capitalized financing costs upon early retirement of debt, and adjustments to
the fair values of derivatives not qualifying for hedge accounting.

       

      “NASAA Guidelines” means the
NASAA Statement of Policy Regarding Real Estate Investment Trusts as in effect
on the date hereof.

       

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

       

      “Offering” means any offering
of Shares that is registered with the SEC pursuant to the Securities Act of
1933, as amended, excluding Shares offered under any employee benefit
plan.

       

      “Operating Expenses” means all
costs and expenses incurred by the Company, as determined under GAAP, that in
any way are related to the operation of the Company or to Company business,
including fees paid to the Advisor, but excluding (i) the expenses of raising
capital such as Organization and Offering Expenses, legal, audit, accounting,
underwriting, brokerage, listing, registration, and other fees, printing and
other such expenses and taxes incurred in connection with the issuance,
distribution, transfer, registration and Listing of the Shares, (ii) interest
payments, (iii) taxes, (iv) non-cash expenditures such as depreciation,
amortization, bad loan reserves, impairments of value, and mark-to-market
losses, (v) incentive fees paid in compliance with Section IV.F. of
the NASAA Guidelines, and (vi) Acquisition Fees, Acquisition Expenses, real
estate commissions on resale of property, property management fees, and other
expenses connected with the acquisition, disposition, and ownership of real
estate interests, loans or other property (other than commissions on the sale of
assets other than real property), such as the costs of foreclosure, insurance
premiums, legal services, maintenance, repair and improvement of property; provided, however that
Operating Expenses shall include personnel and related employment costs only to
the extent that such personnel and related employment costs are not allocated to
transactions pursuant to which the Advisor, Sub-Advisor and/or their respective
Affiliates shall not have received Acquisition Fees, Disposition Fees and
Financing Fees.

       

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


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


       

      “Other Liquidity Event” has the
meaning set forth in Section
13.3(F).

       

      “Oversight Fee” has the meaning
set forth in Section
8.4.

       

      “Partnership” shall have the
meaning set forth in the initial paragraph of this Agreement.

       

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

       

      “Person” or “person” means an individual,
corporation, partnership, estate, trust (including a trust qualified under
Section 401(a) or 501(c) (17) of the Code), a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c)
of the Code, association, private foundation within the meaning of Section
509(a) of the Code, joint stock company or other entity, or any government or
any agency or political subdivision thereof, and also includes a group as that
term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.

       

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

       

      “Property Management and Leasing
Fee” has the meaning set forth in Section
8.3.

       

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

       

      “Registration Statement” means
the registration statement filed by the Company with the SEC pursuant to the
Securities Act of 1933, as amended, on Form S-11, as amended from time to time,
in connection with the Initial Public Offering.

       

      “REIT” means a “real estate
investment trust” under Sections 856 through 860 of the Code.

       

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


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


       

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

       

      “Settlement” means (i) the
payment of principal, prepayment, maturity, workout or other settlement of any
Loan or other Permitted Investment or portion thereof owned, directly or
indirectly, by (A) CIP or the Partnership or (B) any Joint Venture or any
partnership in which CIP or the Partnership is, directly or indirectly, a
partner, but (ii) not including any transaction or series of transactions
specified in clause
(i)(A) or (i)(B) above in which
the proceeds of such prepayment, maturity, workout or other settlement are
reinvested in one or more Properties, Loans or other Permitted Investments
within 180 days thereafter.

       

      “Shares” means the shares of
common stock of CIP, par value $.01 per share.

       

      “Stockholders” means the
registered holders of the Shares.

       

      “Stockholders’ 6% Return”
means, as of any date, an aggregate amount equal to a 6% cumulative,
non-compounded, annual return on Invested Capital (calculated like simple
interest on a daily basis based on a three hundred sixty-five day year). For
purposes of calculating the Stockholders’ 6% Return, Invested Capital shall be
determined for each day during the period for which the Stockholders’ 6% Return
is being calculated and, solely for purposes of calculating the Stockholders’ 6%
Return, shall be calculated net of Distributions of Cash from Sales, Settlements
and Financings, except to the extent such Distributions would be required to
supplement Distributions of Operating Cash Flow in order to achieve a
cumulative, non-compounded, annual return of 6%, as such amounts are computed on
a daily basis based on a three hundred sixty-five day year.

       

      “Sub-Advisor” means (i)
Northcliffe Sub-Advisor, LLC, a Delaware limited liability company, or (ii) any
successor Sub-Advisor to the Advisor.

       

      “Sub-Advisory Agreement” means
that Sub-Advisory Agreement between the Advisor and the Sub-Advisor, dated as of
the date hereof, as the same may be amended, restated or otherwise modified from
time to time in accordance with its terms.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


       

      “Subordinated Incentive Fee”
means the fee payable to the Advisor under certain circumstances if the Shares
are Listed, as calculated in Section
8.8.

       

      “Subordinated Performance Fee Due Upon
Termination” means the fee payable to the Advisor or its assignees under
certain circumstances upon termination of this Agreement, as calculated in Section
13.3.

       

      “Subordinated Share of Cash from
Sales, Settlements and Financings” means any amount payable to the
Advisor or its assignees pursuant to Section
8.7.

       

      “Termination” means the
termination of this Agreement in accordance with Article 13
hereof.

       

      “Termination Date” means the
date of termination of the Agreement determined in accordance with Article 13
hereof.

       

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

       

      Article
2

       

      Appointment

       

      The
Company hereby appoints the Advisor to serve as its advisor and asset manager on
the terms and subject to the conditions set forth in this Agreement, and the
Advisor hereby accepts such appointment.

       

      Article
3

       

      Duties
of the Advisor

       

      


      The
Advisor is responsible for managing, operating, directing and supervising the
operations and administration of the Company and its assets. The Advisor
undertakes to use 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, including Article 4 hereof,
consistent with the provisions of the Articles of Incorporation and Bylaws and
the continuing and exclusive authority of the Board over the supervision of the
Company, the Advisor shall, either directly or by engaging an Affiliate, the
Sub-Advisor or third party, perform the following duties:

      


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


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      3.2           Acquisition
Services.  The Advisor shall (or shall retain other Persons,
including the Sub-Advisor to (but shall remain responsible to the
Company)):

      


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

      


      (B)           Subject
to Article 4
hereof and the investment objectives and policies of the Company: (a) locate,
analyze and select potential investments; (b) structure and negotiate the terms
and conditions of transactions pursuant to which investments in Properties,
Loans and other Permitted Investments will be made; (c) acquire, originate and
dispose of Properties, Loans and other Permitted Investments on behalf of the
Company (including through Joint Ventures); (d) arrange for financing and
refinancing and make other changes in the asset or capital structure of
investments in Properties, Loans and other Permitted Investments; (e) select
Joint Venture partners and structure corresponding agreements; and (f) enter
into leases, service contracts and other agreements for Properties, Loans and
other Permitted Investments;

      


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

      


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

      


      (E)           Obtain
reports (which may be prepared by the Advisor, the Sub-Advisor or their
Affiliates), where appropriate, concerning the value of contemplated investments
of the Company;

      


      (F)           Deliver
to or maintain on behalf of the Company copies of all appraisals obtained in
connection with the Company’s investments; and

      


      (G)           Negotiate
and execute approved investments and other transactions, including Settlements
of Loans and other Permitted Investments.

      


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

      


      (A)           Real
Estate and Related Services:

      


      
        	
                 
      

              	
                (1)

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

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (2)

              	
                Negotiate
      and service the Company’s debt facilities and other financings and
      negotiate on behalf of the Company with banks or other lenders for debt
      facilities to be made to the Company or with investment banking firms and
      broker-dealers or negotiate private sales of Shares or obtain debt
      facilities for the Company, but in no event in such a manner so that the
      Advisor shall be acting as a broker-dealer or underwriter; provided ,
      however ,
      that any fees and costs payable to third parties incurred by the Advisor
      in connection with the foregoing shall be the responsibility of the
      Company;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Monitor
      applicable markets and obtain reports (which may be prepared by the
      Advisor, the Sub-Advisor or their Affiliates) where appropriate,
      concerning the value of investments of the
  Company;

              


      

      


      
        	
                 
      

              	
                (4)

              	
                Monitor
      and evaluate the performance of each asset of the Company and the
      Company’s overall portfolio of assets, provide daily management services
      to the Company and perform and supervise the various management and
      operational functions related to the Company’s
  investments;

              


      

      


      
        	
                 
      

              	
                (5)

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

              


      

      


      
        	
                 
      

              	
                (6)

              	
                Consult
      with CIP’s officers and the Board and assist the Board in the formulation
      and implementation of the Company’s financial policies, and, as necessary,
      furnish the Board with advice and recommendations with respect to the
      making of investments consistent with the investment objectives and
      policies of the Company and in connection with any borrowings proposed to
      be undertaken by the Company;

              


      

      


      
        	
                 
      

              	
                (7)

              	
                Oversee
      the performance by the Property Managers of their duties, including
      collection and proper deposits of rental payments and payment of Property
      expenses and maintenance;

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (8)

              	
                Conduct
      periodic on-site property visits to some or all (as the Advisor or its
      designee deems reasonably necessary) of the Properties to inspect the
      physical condition of the Properties and to evaluate the performance of
      the Property Managers;

              


      

      


      
        	
                 
      

              	
                (9)

              	
                Review,
      analyze and comment upon the operating budgets, capital budgets and
      leasing plans prepared and submitted by each Property Manager and
      aggregate these property budgets into the Company’s overall
      budget;

              


      

      


      
        	
                 
      

              	
                (10)

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

              


      

      


      
        	
                 
      

              	
                (11)

              	
                Consult
      with the Company’s officers and the Board and provide assistance with the
      evaluation and approval of potential asset dispositions, sales and
      refinancings.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Accounting
      and Other Administrative Services:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Provide
      the day-to-day management of the Company and perform or supervise, as
      appropriate, the various administrative functions reasonably necessary for
      the management of the Company;

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Make
      reports to the Conflicts Committee each quarter of the investments that
      have been made by other programs sponsored by the Advisor, the Sub-Advisor
      or any of their respective Affiliates, as well as any investments that
      have been made by the Advisor, Sub-Advisor or any of their Affiliates
      directly, in each case to the extent such investments constitute a
      conflict of interest or a potential conflict of interest with the
      investment policies and objectives of the
  Company;

              


      

      


      
        	
                 
      

              	
                (4)

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

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Provide
      financial and operational planning
services;

              


      

      


      
        	
                 
      

              	
                (6)

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

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (7)

              	
                Maintain
      and preserve all appropriate books and records of the
    Company;

              


      

      


      
        	
                 
      

              	
                (8)

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

              


      

      


      
        	
                 
      

              	
                (9)

              	
                Provide
      the Company with all necessary cash management
  services;

              


      

      


      
        	
                 
      

              	
                (10)

              	
                Deliver
      to, or maintain on behalf of, the Company copies of all appraisals
      obtained in connection with Properties, Loans and Permitted
      Investments;

              


      

      


      
        	
                 
      

              	
                (11)

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

              


      

      


      
        	
                 
      

              	
                (12)

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

              


      

      


      
        	
                 
      

              	
                (13)

              	
                Consult
      with CIP’s officers and the Board and assist the Board in evaluating
      various liquidity events when
appropriate;

              


      

      


      
        	
                 
      

              	
                (14)

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

              


      

      


      
        	
                 
      

              	
                (15)

              	
                Consult
      with CIP’s officers and the Board relating to the corporate governance
      structure and appropriate policies and procedures related
      thereto;

              


      

      


      
        	
                 
      

              	
                (16)

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

              


      

      


      
        	
                 
      

              	
                (17)

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

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (18)

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

              


      

      


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

      


      
        	
                 
      

              	
                (A)

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

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Oversee
      the performance of the transfer agent and
  registrar;

              


      

      


      
        	
                 
      

              	
                (C)

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

              


      

      


      
        	
                 
      

              	
                (D)

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

              


      

      


      3.5           Other
Services.  Except as provided in Article 7, the
Advisor shall perform any other services reasonably requested by CIP (acting
through the Conflicts Committee).

      


       

      Article
4

       

      Authority
of Advisor

      


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

      


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


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


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

      


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

       

      Article
5

       

      Bank
Accounts

       

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

       

      Article
6

       

      Records
and Financial Statements

       

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


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


       

      Article
7

       

      Limitation
on Activities

       

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


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      Article
8

       

      Fees

      


      8.1           Acquisition
Fees.  As compensation for the investigation, selection,
sourcing and acquisition or origination (by purchase, investment or exchange) of
Properties, Loans and other Permitted Investments, the Company shall pay an
Acquisition Fee calculated as set forth below in this Section 8.1 to the
Advisor or its assignees for each such investment (whether an acquisition or
origination). The Acquisition Fee payable to the Advisor or its assignees shall
equal 1.0% of the Contract Purchase Price of each Property, and 1% of the Funds
Advanced for each Loan or other Permitted Investment. The calculation of
Acquisition Fees payable to the Advisor or its assignees will also include any
amounts incurred or reserved for capital expenditures that will be used to
provide funds for capital improvements and repairs applied to any real property
investment acquired where the Company plans to add value. With respect to the
purchase, development, construction or improvement of a Property, Loan or other
Permitted Investment through any Joint Venture or any partnership in which CIP
or the Partnership is, directly or indirectly, a co-venturer or partner, the
Acquisition Fee payable to the Advisor or its assignees shall equal 1.0% of the
portion that is attributable to the Company’s or the Partnership’s direct or
indirect investment in such Joint Venture or partnership of the amount actually
paid or allocated to fund the acquisition, origination, development,
construction or improvement of the Property, Loan or other Permitted Investment,
inclusive of the Acquisition Expenses associated with such Property, Loan or
other Permitted Investment, plus the Company’s pro rata share of any debt
associated with, or used to fund the investment in, such Property, Loan or other
Permitted Investment, but exclusive of the Acquisition Fee so payable to the
Advisor or its assignees. In the event during the first three (3) years after
completion of the Offering the Company shall sell any Property, Loan or other
Permitted Investment and reinvest the proceeds in another Property, Loan or
other Permitted Investment, then the Acquisition Fee shall be paid with respect
to the replacement Property, Loan or other Permitted Investment; provided,
however, that on and after the third anniversary date after completion of the
Offering, no Acquisition Fee shall be payable with respect to any reinvestment
of sale proceeds.  The Advisor shall submit an invoice to the Company
following the closing or closings of each acquisition or origination,
accompanied by a computation of the Acquisition Fee. The Acquisition Fee payable
to the Advisor or its assignees shall be paid at the closing of the transaction
upon receipt of the invoice by the Company.

      


      8.2           Asset Management
Fee.  The Company shall pay the Advisor or its assignees as
compensation for the services described in Section 3.3 hereof a
fee (the “Asset Management
Fee”) in an amount equal to 0.75% per annum of the Management Fee Base.
The Asset Management Fee is payable quarterly in advance, on January 1, March 1,
July 1 and October 1, in the amount of 0.1875% of the Management Fee Base for
the preceding fiscal quarter. The Advisor shall submit an invoice to the
Company, accompanied by a computation of the Asset Management Fee for the
applicable period. The Asset Management Fee will be appropriately pro rated for
any partial fiscal quarter.  Notwithstanding the foregoing, the amount
of any Asset Management Fee payable with respect to any quarter shall be reduced
(but not below zero) by the amount by which Distributions to Stockholders
actually paid during such period exceed MFFO for such period, computed after
taking into account the full Asset Management Fee for such period as if this
reduction did not apply.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      8.3           Property Management and Leasing
Fees.  If the Advisor, the Sub-Advisor or an affiliate of the
Advisor or Sub-Advisor provides property management and leasing services with
respect to any Property, the Company shall pay the Advisor fees equal to (a)
with respect to stand-alone, single-tenant net leased Properties, 2.0% of gross
revenues from each such Property managed, and (b) with respect to all other
types of Properties, 4.0% of gross revenues from the Properties managed. The
Company shall also reimburse the Advisor, the Sub-Advisor or any such Affiliate,
as the case may be, an amount equal to all Property-level expenses that any of
them may pay or incur on behalf of the Company, including salaries, bonuses and
benefits of persons employed by the any of the foregoing for the purposes of
providing management and leasing services, but specifically excluding the
salaries, bonuses and benefits of persons who also serve as executive officers
of the Company, the Advisor, the Sub-Advisor or any such affiliate. The Advisor,
Sub-Advisor or any affiliate may engage third parties to perform property
management and leasing services with respect to any Property, and the Company
will pay directly to the third parties with whom the Advisor or Sub-Advisor
contract for these services at rates negotiated by the Advisor or
Sub-Advisor.  In no event will the Company be obligated to pay the
Advisor, the Sub-Advisor or any affiliate thereof both a Property Management and
Leasing Fee and an Oversight Fee with respect to any particular
Property.  All Property Management and Leasing Fees payable to the
Advisor hereunder shall be paid monthly in arrears by the tenth (10th) day of
the following month.

      


      8.4           Oversight Fees. In connection
with property management and leasing services provided by any person or entity
that is not an affiliate of the Advisor or Sub-Advisor, the Company shall pay to
the Advisor an oversight fee equal to 1.0% of the gross revenues of the Property
managed.  All Oversight Fees payable to the Advisor hereunder shall be
paid monthly in arrears by the tenth (10th) day of
the following month.  The Company will have no obligation to pay to
the Advisor an Oversight Fee with respect to any Property for which the Advisor
receives Property Management and Leasing Fees.

      


      8.5           Disposition
Fees.  If the Advisor or Sub-Advisor or any of their Affiliates
provides a substantial amount of services (as determined by the Conflicts
Committee) in connection with a Sale, then the Advisor or its assignees shall
receive a fee at the closing (a “Disposition Fee”) equal to
2.0% of the Contract Sales Price; provided , however , that no
Disposition Fee shall be payable if the Sale is to an Affiliate of either the
Advisor or the Sub-Advisor; provided further ,
however , that
the payment of any Disposition Fees by the Company shall be subject to any
limitations contained in the Company’s Articles of Incorporation. Any
Disposition Fee payable under this Section 8.3 may
be paid in addition to commissions paid to non-Affiliates, provided that the
total commissions (including such Disposition Fee) paid to all Persons by the
Company for each Sale shall not exceed an amount equal to the lesser of
(i) 6.0% of the aggregate Contract Sales Price of each applicable Property,
Loan or other Permitted Investment and (ii) the Competitive Real Estate
Commission for each applicable Property, Loan or other Permitted Investment.
Substantial assistance in connection with the Sale of a Property includes the
preparation of an investment package for the Property (including a new
investment analysis, rent rolls, tenant information regarding credit, a property
title report, an environmental report, a list of prospective buyers, a
structural report and exhibits) or such other substantial services performed by
the Advisor or Sub-Advisor or any of their Affiliates in connection with a Sale.
The Disposition Fee payable to the Advisor or its assignees shall be paid at the
closing of the transaction upon receipt of the invoice by the
Company.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      8.6           Financing Fee.  In
the event of any debt financing obtained by or for the Company, the Company will
pay to the Advisor or its assignees upon the closing of such debt financing a
fee (a “Financing Fee”)
equal to (i) 1.0% of the amount available under such debt financing, whether at
the Company, Partnership, or any direct or indirect subsidiary level, and (ii)
1.0% of the portion that is attributable to the Company’s or the Partnership’s
direct or indirect investment in a Joint Venture or partnership in which CIP or
the Partnership is, directly or indirectly, a co-venturer or partner. The
Advisor (or Sub-Advisor) may reallow all or a portion of any Financing Fee to
reimburse a non-Affiliated third party with whom it may subcontract to procure
any such debt financing. All or any portion of the Financing Fees not taken as
to any fiscal year shall be deferred without interest and may be paid in such
other fiscal year as the Advisor shall determine.

      


      8.7           Subordinated Share of Cash from
Sales, Settlements and Financings.  The Company will pay, from
time to time when available, an amount equal to 15% of Cash from Sales,
Settlements and Financings remaining after the Stockholders have received
Distributions in an aggregate amount equal to the sum of, as of such point in
time:

      


      (A)           Stockholders’
6% Return; and

      


      (B)           Invested
Capital.

      


      When
determining whether the above threshold has been met:

      


      (1)           Any
stock dividend shall not be included as a Distribution; and

      


      (2)           Distributions
paid on Shares repurchased or redeemed by the Company (and thus no longer
included in the determination of Invested Capital) shall not be included as a
Distribution.

      


       

      Following
Listing, no Subordinated Share of Cash from Sales, Settlements and Financings
will be paid to the Advisor or its assignees.

       

      


      8.8           Subordinated Incentive
Fee.  Upon Listing, the Advisor or its assignees shall be
entitled to the Subordinated Incentive Fee in an amount equal to 15.0% of the
amount by which (i) the market value of the outstanding Shares, measured by
taking the average closing price or the average of the bid and asked price, as
the case may be, over a period of 30 days during which the Shares are traded,
with such period beginning 180 days after Listing (the “Market Value”), plus the total
of all Distributions paid to Stockholders (excluding any stock dividends and any
Distributions paid on Shares that have been repurchased or redeemed by the
Company) from the Company’s inception until the date that Market Value is
determined, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the
total Distributions required to be paid to the Stockholders as of the date
Market Value is determined in order to pay the Stockholders’ 6% Return from
inception through the date Market Value is determined. The Subordinated
Incentive Fee will be reduced by the amount of any prior payments to the Advisor
or its assignees of Subordinated Share of Cash from Sales, Settlements and
Financings. In the event the Subordinated Incentive Fee is paid to the Advisor
or its assignees following Listing, no additional Subordinated Share of Cash
from Sales, Settlements and Financings will be paid to the
Advisor.  The Company shall have the option to pay the Subordinated
Incentive Fee in cash, by delivery of Shares (at Market Value), by delivery of
the Company’s unsecured promissory note or any combination of the
foregoing.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


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

      


      8.10           [Reserved]

      


      8.11           Limitation on Acquisition Fees,
Acquisition Expenses and Financing Fees.  Notwithstanding
anything herein to the contrary, the total of all Acquisition Fees, Acquisition
Expenses and Financing Fees payable by the Company in connection with the
purchase, development, construction or improvement of any Property or the
acquisition or making of any Loan or Permitted Investment shall not exceed four
and one-half percent (4.5%) and six percent (6%) for European property
acquisitions of the purchase price of each Property (as defined in Section 8.1) or four
and one-half percent (4.5%) of the amount advanced for any Loan or Permitted
Investment (also defined in Section
8.1).

      


       

      Article
9

       

      Expenses

      


      9.1           General.  In
addition to the compensation paid to the Advisor pursuant to Article 8 hereof, the
Company shall pay directly or reimburse the Advisor or Sub-Advisor, as the case
may be, for all of the expenses paid or incurred by the Advisor, the Sub-Advisor
or their Affiliates on behalf of the Company or in connection with the services
provided to the Company pursuant to this Agreement, including, but not limited
to:


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (A)

              	
                All
      Organization and Offering Expenses; provided, however,
      that:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                the
      Company shall not reimburse the Advisor or Sub-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
      and expenses 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;

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                the
      Company shall not reimburse the Advisor or Sub-Advisor for any
      Organization and Offering Expenses that the Conflicts Committee determines
      are not fair and commercially reasonable to the Company;
    and

              


      

      


      
        	
                 
      

              	
                (4)

              	
                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:

              


      

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

              	
                sales
      seminars sponsored by participating
  broker-dealers;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                promotional
      items;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                marketing
      support;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                expenses
      in connection with bona fide training and educational
      meetings;

              


      

      


      
        	
                 
      

              	
                (f)

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

              


      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

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

              


      

      


      
        	
                 
      

              	
                (h)

              	
                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.

              


      

      


      
        	
                 
      

              	
                (B)

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

              


      

      


      
        	
                 
      

              	
                (C)

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

              


      

      


      
        	
                 
      

              	
                (D)

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

              


      

      


      
        	
                 
      

              	
                (E)

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

              


      

      


      
        	
                 
      

              	
                (F)

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

              


      

      


      
        	
                 
      

              	
                (G)

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

              


      

      


      
        	
                 
      

              	
                (H)

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

              


      

      


      
        	
                 
      

              	
                (I)

              	
                All
      out-of-pocket expenses associated with a Listing, if
      applicable;

              


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (J)

              	
                Personnel
      and related employment costs incurred by the Advisor, the Sub-Advisor or
      their Affiliates in performing the services described in Article 3
      hereof, including reasonable salaries and wages (but excluding bonuses),
      benefits and overhead of all employees directly involved in the
      performance of such services; provided ,
      however ,
      that no reimbursement shall be made for costs of such employees of the
      Advisor, Sub-Advisor or their Affiliates to the extent that such employees
      performed services for which the Advisor received Acquisition Fees,
      Financing Fees or Disposition Fees;

              


      

      


      
        	
                 
      

              	
                (K)

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

              


      

      


      
        	
                 
      

              	
                (L)

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

              


      

      


      
        	
                 
      

              	
                (M)

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

              


      

      


      
        	
                 
      

              	
                (N)

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

              


      

      


      
        	
                 
      

              	
                (O)

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

              


      

      


      
        	
                 
      

              	
                (P)

              	
                All
      other out-of-pocket costs incurred by the Advisor or Sub-Advisor in
      performing the Advisor’s duties
hereunder.

              


      

      


      9.2           Timing of and Additional Limitations
on Reimbursements.

      


      
        	
                 
      

              	
                (A)

              	
                Expenses
      incurred by the Advisor or Sub-Advisor on behalf of the Company and
      reimbursable pursuant to this Article 9 shall
      be reimbursed no less frequently than monthly to the Advisor or
      Sub-Advisor in the manner and proportion directed by the Advisor and
      Sub-Advisor. The Advisor shall prepare a statement documenting the
      expenses of the Company during each month and shall deliver such statement
      to the Company within 15 days after the end of each
  month.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Notwithstanding
      anything else in this Article 9 to
      the contrary, the expenses enumerated in this Article 9 shall
      not become reimbursable to the Advisor unless and until the Company has
      raised $2,000,000 in the Initial Public Offering (exclusive of the $1
      million investment by
Northcliffe).

              


      


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (C)

              	
                Commencing
      upon the earlier to occur of (1) the end of the fifth fiscal quarter after
      Company’s acquisition of its first real estate asset and (2) six
      months after the commencement of the Initial Public Offering, the
      following limitation on Operating Expenses shall apply: The Company shall
      not reimburse the Advisor or Sub-Advisor at the end of any fiscal quarter
      for the portion of Operating Expenses that in the four consecutive fiscal
      quarters then ended (the “Expense Year”) exceeds
      (the “Excess
      Amount”) the greater of (i) 2% of Average Invested Assets and
      (ii) 25% of Net Income (the “2%/25% Guidelines”) for
      such year unless the Conflicts Committee determines that the Excess Amount
      was justified, based on unusual and nonrecurring factors that the
      Conflicts Committee deems sufficient. If the Conflicts Committee does not
      approve the Excess Amount as being so justified, the Advisor or
      Sub-Advisor shall repay to the Company any Excess Amount paid to the
      Advisor or Sub-Advisor during a fiscal quarter. If the Conflicts Committee
      determines the Excess Amount was justified, then, within 60 days after the
      end of any fiscal quarter of the Company for which total reimbursed
      Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the
      Advisor, at the direction of the Conflicts Committee, shall cause such
      fact to be disclosed to the Stockholders in writing (or the Company shall
      disclose such fact to the Stockholders in the next quarterly report of the
      Company or by filing a Current Report on Form 8-K with the SEC within 60
      days of such quarter end), together with an explanation of the factors the
      Conflicts Committee considered in determining that the Excess Amount was
      justified. The Company will ensure that such determination will be
      reflected in the minutes of the meetings of the Board. All figures used in
      the foregoing computation shall be determined in accordance with GAAP
      applied on a consistent basis.

              


      

      


       

      Article 10

       

      Voting
Agreement

      


      10.1           Election of
Directors.  The Company agrees that it will take such actions
that are necessary to cause Nicholas Schorsch and Gordon F. DuGan to be members
of the initial Board of Directors of the Company if each such representative
executes an advance letter of resignation to become effective upon such time
that the Advisor, in the case of Mr. Schorsch, and the Sub-Advisor, in the case
of Mr. DuGan, is no longer serving as the advisor and sub-advisor, respectively,
to the Company.

      


      10.2           Other Voting of
Shares.  The Advisor agrees that, with respect to any Shares
now or hereinafter owned by it, the Advisor will not 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 or (ii) any transaction between the
Company and the Advisor or any of its Affiliates. This voting restriction shall
survive until such time that the Advisor is no longer serving as
such.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


       

      Article
11

       

      Relationship
of Advisor, Sub-Advisor And Company; Other Activities of the
Advisor

      


      11.1           Relationship.  The
Company, 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 11.3, nothing
herein contained shall prevent the Advisor, the Sub-Advisor or any of their
Affiliates 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, the Sub-Advisor 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, the Sub-Advisor or any of
their Affiliates to engage in or earn fees from any other business or to render
services of any kind to any other Person. The Advisor may, with respect to any
investment in which the Company is a participant, also render advice and service
to each and every other participant therein, and earn fees for rendering such
advice and service. Specifically, it is contemplated that the Company may enter
into Joint Ventures or other similar co-investment arrangements with certain
Persons, and pursuant to the agreements governing such Joint Ventures or other
similar co-investment arrangements, the Advisor may be engaged to provide advice
and service to such Persons, in which case the Advisor will earn fees for
rendering such advice and service. The Advisor shall promptly disclose to the
Board the existence of any condition or circumstance, existing or anticipated,
of which it has knowledge, that creates or which would reasonably result in a
conflict of interest between the Advisor’s obligations to the Company and its
obligations to or its interest in any other Person (it being understood and
agreed that the conditions and circumstances referred to in the second paragraph
of Section 11.3
are deemed to have been disclosed to the Board for purposes of this Section
11.1).

      


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

      


      11.3           Investment
Opportunities.  The Advisor shall be required to use
commercially reasonable efforts to present, or cause the Sub-Advisor to present,
a continuing and suitable investment program to the Company that is consistent
with the investment policies and objectives of the Company. So long as the
Advisor is acting in its capacity as advisor under this Agreement, the Advisor
will not (and will cause its Affiliates to not) (i) pursue any opportunity
to acquire any Property, Loan or other Permitted Investment that fits within the
Company’s strategy, or (ii) offer such Property, Loan or other Permitted
Investment to a third party, in each case unless and until such opportunity is
first presented to the Company. The Company shall have 30 days from the date of
its receipt of a complete written offering package relating to such opportunity,
customary in scope and content, to notify the Advisor of the Company’s decision
as to whether or not to pursue such opportunity. If the Company fails so to
notify the Advisor within such 30-day period, the Company shall be deemed to
have passed on such opportunity. If the Company passes on such opportunity, then
the Advisor or such Affiliate, as the case may be, may acquire the subject
investment or offer the subject investment to a third party for a period of 180
days, in each case on terms and conditions (including price) that are not
materially different from the terms and conditions set forth in the offering
package to the Company. If at the expiration of such 180-day period, such
opportunity remains available, then the provisions of this Section 11.3 shall
once again apply to such opportunity.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


       

      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.

       

      Article
12

      
        


        The
ARC and Northcliffe Names

        


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

         

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

      


      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

      Article
13

       

      Term
and Termination of the Agreement

      


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

      


      13.2           Termination by Either
Party.  This Agreement may be terminated upon 60 days’ written
notice without cause or penalty by either the Company (acting through the
Conflicts Committee) or the Advisor. The provisions of Section 14.2 and
Articles 1,
12, 13, 15 and 16 (other than Section 16.11) shall
survive termination of this Agreement. Notwithstanding anything else that may be
to the contrary herein, the expiration or earlier termination of this Agreement
shall not relieve a party for liability for any breach occurring prior to such
expiration or earlier termination.  In the event of a termination of
this Agreement by the Company pursuant to this Section 13.2 or the
expiration of the term of this Agreement as set forth in Section 13.1 without
renewal, the Sub-Advisory Agreement shall terminate simultaneously with the
termination of this Agreement.  Moreover, if the Sub-Advisory
Agreement shall be terminated by the Advisor pursuant to Section 14.2(A) of
the Sub-Advisory Agreement, this Agreement shall terminate simultaneously with
the termination of the Sub-Advisory Agreement.  In the event this
Agreement and the Sub-Advisory Agreement are terminated (or, in the case of this
Agreement, expires by its terms without renewal) simultaneously due to the
Company exercising its termination right under Section 13.2 or
failing to approve renewal of this Agreement pursuant to Section 13.1 or the
Advisor exercising its right to terminate the Sub-Advisory Agreement pursuant to
Section 14.2(A)
of the Sub-Advisory Agreement, the Company shall not, for a period of three (3)
years following such termination, engage either the Advisor or the Sub-Advisor,
or any of their respective officers, directors, successors or Affiliates, as an
advisor or sub-advisor to the Company without the written consent of the party
not seeking or proposed for such engagement.


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      13.3           Payments on Termination and Survival
of Certain Rights and Obligations.

      


      
        	
                 
      

              	
                (A)

              	
                After
      the Termination Date, the Advisor shall not be entitled to compensation
      for further services hereunder except the Advisor (and its assignees,
      including the Sub-Advisor) shall be entitled to receive from the Company
      within 30 days after the effective date of such termination (1) all unpaid
      reimbursements of expenses and all earned but unpaid fees payable to the
      Advisor or its assignees prior to termination of this Agreement and (2)
      the Subordinated Performance Fee Due Upon Termination; provided, that
      no Subordinated Performance Fee Due Upon Termination will be paid if the
      Company has paid or is obligated to pay the Subordinated Incentive
      Fee.  Notwithstanding any other provision to the contrary
      herein, if this Agreement is terminated because of the voluntary
      termination by the Advisor pursuant to Section 13.2 or
      due to the Advisor’s material monetary breach of the Sub-Advisory
      Agreement as  provided in Section 14.2(B)
      of the Sub-Advisory Agreement, no Subordinated Performance Fee Due Upon
      Termination shall be payable to the Advisor on account of such
      termination, and the Company shall engage the Sub-Advisor as the Advisor
      pursuant to an Advisory Agreement that is identical to this Agreement, in
      which event the Sub-Advisor shall become the Advisor pursuant to such
      Agreement from and after the date of such termination, the Sub-Advisor
      shall be entitled to 100% of the fees and other compensation and
      reimbursements payable hereunder and the Sub-Advisory Agreement shall be
      terminated due to mootness.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      Advisor shall promptly upon
termination:

              


      

      


      
        	
                 
      

              	
                (1)

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

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                deliver
      to the Board all assets and documents of the Company then in the custody
      of the Advisor; and

              


      

      


      
        	
                 
      

              	
                (4)

              	
                cooperate
      with the Company to provide an orderly transition of advisory
      functions.

              


      


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (C)

              	
                After
      the Termination Date, the Sub-Advisor shall be entitled to receive from
      the Advisor, within 30 days after the effective date of such termination
      (1) all unpaid reimbursements of expenses and all earned but unpaid
      fees payable to the Sub-Advisor prior to the termination of this Agreement
      and (2) the Sub-Advisor’s share of the Subordinated Performance Fee
      Due Upon Termination, if any; provided , that
      no Subordinated Performance Fee Due Upon Termination will be paid if the
      Company has paid or is obligated to pay the Subordinated Incentive
      Fee.

              


      

      


      
        	
                 
      

              	
                (D)

              	
                After
      the termination of the Sub-Advisory Agreement, to the extent payments are
      not provided for by Section 13.3(C)
      (i.e., if
      the Sub-Advisory Agreement is terminated independently of the Advisory
      Agreement), the Sub-Advisor shall be entitled to receive from the Advisor,
      within 30 days after the effective date of such termination, all unpaid
      reimbursements of expenses and all earned but unpaid fees payable to the
      Sub-Advisor prior to the termination of the Sub-Advisory
      Agreement.

              


      

      


      
        	
                 
      

              	
                (E)

              	
                Promptly
      upon the termination of the Sub-Advisory Agreement, the Sub-Advisor
      shall:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                pay
      over to the Company all money, if any, collected and held on behalf of the
      Company pursuant to the Sub-Advisory Agreement after deducting any accrued
      compensation and reimbursement for its expenses to which it is then
      entitled;

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (3)

              	
                deliver
      to the Board all assets and documents of the Company then in the custody
      of the Sub-Advisor; and

              


      

      


      
        	
                 
      

              	
                (4)

              	
                cooperate
      with the Company to provide an orderly transition of advisory or
      sub-advisory functions.

              


      

      


      (F)           “Subordinated Performance Fee Due Upon
Termination” means an amount equal to: (1) 15% of the amount, if
any, by which (i) the Appraised Value of the Properties at the Termination
Date, less amounts of all indebtedness secured by such Properties at the
Termination Date, plus the fair market value of all Loans and Permitted
Investments of the Company at the Termination Date, less amounts of indebtedness
related to such Loans and Permitted Investments at the Termination Date, plus
total Distributions (excluding any stock dividends and Distributions paid on
Shares that have been repurchased or redeemed by the Company) through the
Termination Date exceeds (ii) the sum of Invested Capital as of the
Termination Date, plus total Distributions required to be made to the
Stockholders in order to pay the Stockholders’ 6% Return from inception through
the Termination Date to the Stockholders as of the Termination Date; less (2) any
prior payments to the Advisor and/or Sub-Advisor (as applicable) of Subordinated
Share of Cash from Sales, Settlements and Financings. The Advisor and
Sub-Advisor may each elect to defer its respective right to receive the
Subordinated Performance Fee Due Upon Termination (or its applicable portion
thereof) until (x) a Listing, (y) a merger in which the Stockholders
receive in exchange for their Shares shares of a company that are traded on a
national securities exchange, or (z) any other liquidity event occurs,
including a liquidation, sale of substantially all of the Company’s assets (an
“Other Liquidity
Event”).


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      (G)           If
either the Advisor or Sub-Advisor or both elect to defer their right to receive
the Subordinated Performance Fee Due Upon Termination (or its applicable portion
thereof) and there is a Listing or a merger in which the Stockholders receive in
exchange for their Shares shares of a company that are traded on a national
securities exchange, then the Advisor and/or Sub-Advisor (each to the extent
entitled pursuant to the assignment of such right to payment between the Advisor
and Sub-Advisor) will be entitled to receive the Subordinated Performance Fee
Due Upon Termination (or its applicable portion thereof) in an amount equal to:
(1) 15% of the amount, if any, by which (i) the Appraised Value of the
Company’s Properties (determined by appraisal as of the date of Listing or
merger, as applicable) owned as of the Termination Date, less amounts of all
indebtedness secured by the Company’s Properties at the Termination Date, plus
the fair market value of all Loans and Permitted Investments of the Company at
the Termination Date, less amounts of indebtedness related to such Loans and
Permitted Investments at the Termination Date, plus any assets acquired after
Termination for which the Advisor or Sub-Advisor would have been entitled to
receive an Acquisition Fee (referred to herein as the “included assets”), less
amounts of indebtedness related to such included assets as of the date of
Listing or merger, as applicable, plus total Distributions (excluding any stock
dividends and Distributions paid on Shares that have been repurchased or
redeemed by the Company) through the date of Listing or merger, as applicable,
exceeds (ii) the sum of Invested Capital as of the date of Listing or merger, as
applicable, plus total Distributions required to be made to the Stockholders in
order to pay the Stockholders’ 6% Return from inception through the date of
Listing or merger, as applicable, to the Stockholders as of the date of Listing
or merger, as applicable; less (2) any prior
payments to the Advisor and/or Sub-Advisor (as applicable) of Subordinated Share
of Cash from Sales, Settlements and Financings.

      


      (H)           If
the Advisor or Sub-Advisor or both elect to defer their right to receive the
Subordinated Performance Fee Due Upon Termination (or its applicable portion
thereof) and there is an Other Liquidity Event, then the Advisor and/or
Sub-Advisor (each to the extent entitled pursuant to the assignment of such
right to payment between the Advisor and Sub-Advisor) will be entitled to
receive the Subordinated Performance Fee Due Upon Termination (or its applicable
portion thereof) in an amount equal to: (1) 15% of the amount, if any, by
which (i) the net sales proceeds of the Company’s assets that were owned at
the Termination Date, plus total Distributions (excluding any stock dividends
and Distributions paid on Shares that have been repurchased or redeemed by the
Company) through the date of the Other Liquidity Event exceeds (ii) the sum
of Invested Capital as of the date of the Other Liquidity Event plus total
Distributions required to be made to the Stockholders in order to pay the
Stockholders’ 6% Return from inception through the date of the Other Liquidity
Event to the Stockholders as of the date of the Other Liquidity Event; less (2) any
prior payments to the Advisor and/or Sub-Advisor (as applicable) of Subordinated
Share of Cash from Sales, Settlements and Financings.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


       

      Article 14

       

      Assignment

      


      14.1           Assignment of
Agreement.  This Agreement may be assigned by the Advisor to an
Affiliate with the consent of the Conflicts Committee. This Agreement shall not
be assigned by the Company without the consent of the Advisor, except in the
case of an assignment by the Company to a corporation or other organization that
is a successor to all of the assets, rights and obligations of the Company, in
which case such successor organization shall be bound hereunder and by the terms
of said assignment in the same manner as the Company is bound by this
Agreement.

      


      14.2           Assignment of
Payments.  The Advisor may assign any rights to receive fees or
other payments under this Agreement without obtaining the approval of the Board
or Conflicts Committee, and the Company shall honor and pay directly the
assignee of such assignment.

       

      Article
15

       

      Indemnification
and Limitation Of Liability

      


      15.1           Indemnification.  Except
as prohibited by the restrictions provided in this Section 15.1 , Section 15.2 and
Section 15.3 ,
the Company shall indemnify, defend and hold harmless the Advisor, the
Sub-Advisor and their Affiliates, as well as their respective officers,
directors, equity holders, members, partners and employees, from all liability,
claims, damages or losses arising in the performance of their duties hereunder
or under any sub-advisory agreement, and related expenses, including reasonable
attorneys’ fees, to the extent such liability, claims, damages or losses and
related expenses are not fully reimbursed by insurance. Any indemnification of
the Advisor or Sub-Advisor may be made only out of the net assets of the Company
and not from Stockholders.

      


      Notwithstanding
the foregoing, the Company shall not indemnify the Advisor or Sub-Advisor or
their Affiliates, as well as their respective officers, directors, equity
holders, members, partners and employees, for any loss, liability or expense
arising from or out of an alleged violation of federal or state securities laws
by such party unless one or more of the following conditions are met: (i) there
has been a successful adjudication on the merits of each count involving alleged
material securities law violations as to the particular indemnitee; (ii) such
claims have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the particular indemnitee; or (iii) a court of competent
jurisdiction approves a settlement of the claims against a particular
indemnitee and finds that indemnification of the settlement
and the related costs should be made, and the court considering the request for
indemnification has been advised of the position of the Securities and Exchange
Commission and of the published position of any state securities regulatory
authority in which securities of the Company were offered or sold as to
indemnification for violations of securities laws.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      15.2           Limitation on
Indemnification.  Notwithstanding the foregoing, the Company
shall not provide for indemnification of the Advisor, the Sub-Advisor or their
Affiliates or of their respective officers, directors, equity holders, members,
partners and employees, for any liability or loss suffered by any of them, nor
shall any of them be held harmless for any loss or liability suffered by the
Company, unless all of the following conditions are met:

      


      
        	
                 
      

              	
                (A)

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

              


      

      


      
        	
                 
      

              	
                (B)

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

              


      

      


      
        	
                 
      

              	
                (C)

              	
                Such
      liability or loss was not the result of negligence or misconduct by the
      Advisor, the Sub-Advisor or one of their Affiliates (as
      applicable).

              


      

      


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

       

      Article
16

       

      Miscellaneous

      


      16.1           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
16.1 ), (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.


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


       

      To the
Company or the Board:

       

      Corporate
Income Properties – ARC, Inc.

      405 Park
Avenue

      New York,
New York 10022

      


      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

      


      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

      


      To the
Sub-Advisor:

      


      Northcliffe
Sub-Advisor, LLC

      140
Broadway, 43rd
Floor

      New York,
New York 10005

      Attention:
Gordon 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


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


       

      Any 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 16.1. Each
Notice shall be deemed given and effective upon receipt (or refusal or
receipt).

      


      16.2           Modification.  This
Agreement shall not be amended, supplemented, changed, modified, terminated or
discharged, in whole or in part, except by an instrument in writing signed by
the Company and the Advisor, or their respective successors or permitted
assigns; provided , however , that no
modification that impacts the rights or obligations of the Sub-Advisor may be
made without the Sub-Advisor’s consent and signature.

      


      16.3           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.

      


      16.4           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.

      


      16.5           Entire
Agreement.  This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. 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.

      


      16.6           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.

      


      16.7           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.


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      16.8           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.

      


      16.9           Third Party
Beneficiary.  The Sub-Advisor is intended to be a third party
beneficiary of the Company’s payment and indemnification obligations hereunder.
Except as set forth in the immediately preceding sentence and except for those
Persons entitled to indemnification under Article 15 who shall
be third party beneficiaries of this Agreement, no other Person is a third party
beneficiary of this Agreement.

      


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

      


      16.11         Restricted
Stock.  Each of the Company, the Advisor and the Sub-Advisor
agrees that no restricted stock awards or grants shall be made by the Company to
any Persons other than to (a) both the Advisor and the Sub-Advisor, or (b) the
members of the Conflicts Committee. To the extent that the Company makes
restricted stock awards or grants to the Advisor and the Sub-Advisor, the
Company shall issue (and the Advisor and the Sub-Advisor shall use reasonable
efforts to cause the Company to issue) 30% of such restricted stock awards or
grants to the Advisor and 70% of such restricted stock awards or grants to the
Sub-Advisor. In turn, each of the Advisor and the Sub-Advisor may allocate, in
its sole discretion and as it may determine, all or any part of such restricted
stock award or grant so issued to it to its or its Affiliates’ directors,
officers, equity holders, partners, employees, members or to its respective
Affiliates on such terms and conditions as may be determined by it.
Notwithstanding Section 13.2, the
provision of this Section 16.11 shall
terminate upon termination of this Agreement in accordance with its
terms.

       

      [The
remainder of this page is intentionally left blank.

      Signature
page follows.]


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


       

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

      


      


      


      
        
          
            	 
      	
                    Corporate
      Income Properties - ARC, Inc.

                  
	 
      	 
      
	 
      	
                    By:
      /s/ Gordon F.
      DuGan

                  
	 
      	
                    Gordon
      F. DuGan, Chief Executive Officer

                  
	 
      	 
      
	 
      	
                    American
      Realty Capital Income Properties 

                    Advisors,
      LLC

                  
	 
      	 
      
	 
      	
                    
                      By:
      /s/ William
      Kahane

                    

                  
	 
      	
                    William
      Kahane, President

                  
	 
      	 
      
	
                    With
      respect to Sections
      13.3,

                  	
                    Northcliffe
      Sub-Advisor, LLC

                  
	
                    Articles
      9, 14,
      15
      and 16:

                  	 
      
	 
      	
                    
                      By:
      /s/ William F.
      DuGan

                    

                  
	 
      	
                    Gordon
      F. DuGan, Chief Executive
Officer

                  


          

        

      

       

      [Signature Page to Advisory
Agreement between Corporate Income Properties - ARC,
Inc. and 

      American Realty Capital Income
Properties Advisors, LLC]


       

      


       


      
        
           


        

        
          36