FORM
OF

     

    SUBSCRIPTION
ESCROW AGREEMENT

    


    THIS SUBSCRIPTION ESCROW
AGREEMENT dated as of ___, 2011 (this “ Agreement ”), is entered into
among Realty Capital Securities, LLC (the “ Dealer Manager ”), American
Realty Capital Healthcare Trust, Inc. (the “ Company ”) and Wells Fargo
Bank, National Association, a national banking association, as escrow agent (the
“ Escrow Agent
”).

    


    WHEREAS,
the Company intends to raise cash funds from investors (the “Investors”)
pursuant to a public offering (the “Offering”) of not less than 200,000 (the
“Minimum Amount”) nor more than 150,000,000 shares of common stock, par value
$0.01 of the Company (the “Securities”), pursuant to the registration statement
on Form S-11 of the Company (No. 333- 169075) (as amended, the “Offering
Document”) a copy of which is attached as Exhibit A hereto.

    


    WHEREAS , the Escrow Agent is
willing to accept appointment as escrow agent only for the expressed duties
outlined herein.

    


    NOW, THEREFORE , in
consideration of the foregoing and of the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows:

    


    1.
            Proceeds to be Escrowed. On or
before the first date of the Offering, the Company shall establish an escrow
account with the Escrow Agent to be invested in accordance with Section 7 hereof
entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON STOCK OF
AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.” (including such abbreviations as
are required for the Escrow Agent’s systems) (the “ Escrow Account ”).  All
funds received from subscribers of Securities (“ Investors ”, which term shall
also include Pennsylvania Investors and Tennessee Investors unless the context
otherwise requires) in payment for the Securities (“ Investor Funds ”) will be
delivered to the Escrow Agent within one (1) business day following the day upon
which such Investor Funds are received by the Company or its agents, and shall,
upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and
invested as stated herein. During the term of this Agreement, the Company or its
agents shall cause all checks received by and made payable to it in payment for
the Securities to be endorsed in favor of the Escrow Agent and delivered to the
Escrow Agent for deposit in the Escrow Account.

    


    Proceeds
received from Pennsylvania Investors shall be accounted for separately in a
subaccount entitled “Escrow Account for the Benefit of Pennsylvania Investors
for American Realty Capital Healthcare Trust, Inc.” (including such
abbreviations as are required for the Escrow Agent’s systems) (the “ Pennsylvania Escrow Account
”), until such Pennsylvania Escrow Account has closed pursuant to Section 4 .  The
Company shall, and shall cause its agents to, cooperate with the Escrow Agent in
separately accounting for Investor Funds from Pennsylvania Investors in the
Pennsylvania Escrow Account, and the Escrow Agent shall be entitled to rely upon
information provided by the Company or its agents in this
regard.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     Proceeds
received from Tennessee Investors shall be accounted for separately in a
subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for
American Realty Capital Healthcare Trust, Inc.” (including such abbreviations as
are required for the Escrow Agent’s systems) (the “ Tennessee Escrow Account, ”
and together with the Escrow Account and the Pennsylvania Escrow Account, the “
ARC Escrow Accounts ”),
until such Tennessee Escrow Account has closed pursuant to Section 5 .  The
Company shall, and shall cause its agents to, cooperate with the Escrow Agent in
separately accounting for Investor Funds from Tennessee Investors in the
Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon
information provided by the Company or its agents in this regard.

    


     The
Escrow Agent shall have no duty to make any disbursement, investment or other
use of Investor Funds until and unless it has good and collected funds.  If
any checks deposited in the ARC Escrow Accounts are returned or prove
uncollectible after the funds represented thereby have been released by the
Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any
and all costs incurred for such, upon request, and the Escrow Agent shall
deliver the returned checks to the Company.  The Escrow Agent shall be
under no duty or responsibility to enforce collection of any check delivered to
it hereunder.   The Escrow Agent reserves the right to deny, suspend or
terminate participation by an Investor to the extent the Escrow Agent deems it
advisable or necessary to comply with applicable laws or to eliminate practices
that are not consistent with the purposes of the Offering.

    


    2.
            Investors. Investors
(including Pennsylvania and Tennessee Investors) will be instructed by the
Dealer Manager or any soliciting dealers to remit the purchase price in the form
of checks (hereinafter “instruments of payment”) payable to the order of, or
funds wired in favor of, “WELLS FARGO BANK, NA, ESCROW AGENT FOR AMERICAN REALTY
CAPITAL HEALTHCARE TRUST, INC.”  Any checks made payable to a party
other than the Escrow Agent shall be returned to the soliciting dealer who
submitted the check.  By 12:00 p.m. (Noon) the next business day after
receipt of instruments of payment from the Offering, the Company or the Dealer
Manager shall furnish the Escrow Agent with a list of the Investors who have
paid for the Securities showing the name, address, tax identification number,
the amount of Securities subscribed for purchase, the amount paid and whether
such Investors are Pennsylvania Investors or Tennessee Investors.  The
information comprising the identity of Investors shall be provided to the Escrow
Agent in substantially the format set forth in the “List of Investors” attached
hereto as Exhibit  B .  The Escrow
Agent shall be entitled to conclusively rely upon the List of Investors in
determining whether Investors are Pennsylvania Investors or Tennessee Investors
, and shall have no duty to independently determine or verify the
same.

    


    When
Soliciting Dealer’s internal supervisory procedures are conducted at the site at
which the subscription agreement and check were initially received by Soliciting
Dealer from the subscriber, Soliciting Dealer shall transmit the subscription
agreement and check to the Escrow Agent by the end of the next business day
following receipt of the check and subscription agreement. When, pursuant to
Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final
internal supervisory procedures are conducted at a different location (the
“Final Review Office”), Soliciting Dealer shall transmit the check and
subscription agreement to the Final Review Office by the end of the next
business day following Soliciting Dealer’s receipt of the subscription agreement
and check. The Final Review Office will, by the end of the next business day
following its receipt of the subscription agreement and check, forward both the
subscription agreement and check to the Escrow Agent. If any subscription
agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or
the Company, then the subscription agreement and check will be returned to the
rejected subscriber within ten (10) business days from the date of
rejection.


    
      
         


      

      
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    All
Investor Funds deposited in the ARC Escrow Accounts shall not be subject to any
liens or charges by the Company or the Escrow Agent, or judgments or creditors’
claims against the Company, until and unless released to the Company as
hereinafter provided.  The Company understands and agrees that the Company
shall not be entitled to any Investor Funds on deposit in the ARC Escrow
Accounts and no such funds shall become the property of the Company, or any
other entity except as released to the Company pursuant to Sections 3, 4 or 5
hereto. The Escrow Agent will not use the information provided to it by the
Company for any purpose other than to fulfill its obligations as Escrow
Agent.  The Company and the Escrow Agent will treat all Investor
information as confidential.  The Escrow Agent shall not be required to
accept any Investor Funds which are not accompanied by the information on the
List of Investors.

    


    3.
            Disbursement of Funds.  
Once the Escrow Agent is in receipt of good and collected Investor Funds
totaling at least the Minimum Amount from Investors (excluding funds from
Pennsylvania and Tennessee Investors), the Escrow Agent shall notify the Company
of same in writing. Additionally, at the end of the third business day following
the Termination Date (as defined in Section 6 ), the
Escrow Agent shall notify the Company of the amount of the Investor Funds
received.  If the Minimum Amount has been obtained on or before the
Termination Date, the Escrow Agent shall promptly notify the Company and, upon
receiving acknowledgement of such notice and written instructions from the
Company’s President or Chief Financial Officer to disburse the Investor Funds,
the Escrow Agent shall disburse to the Company, by check or wire transfer, the
funds in the Escrow Account, except for amounts payable by the Company to the
Escrow Agent pursuant to Exhibit D to this
Agreement that remain outstanding.  The Escrow Agent agrees that funds in
the Escrow Account shall not be released to the Company until and unless the
Escrow Agent receives written instructions to release the funds from the
Company’s President or Chief Financial Officer.

    


     If
the Minimum Amount has not been obtained prior to the Termination Date, the
Escrow Agent shall promptly following the Termination Date, but in no event more
than thirty (30) days after the Termination Date, refund to each Investor by
check, funds deposited in the Escrow Account, or shall return the instruments of
payment delivered to Escrow Agent if such instruments have not been processed
for collection prior to such time, directly to each Investor at the address
provided on the List of Investors. Included in the remittance shall be a
proportionate share of the income earned in the account allocable to each
Investor’s investment in accordance with the terms and conditions specified
herein, except that in the case of Investors who have not provided an executed
Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for
foreign investors), the Escrow Agent shall withhold the applicable percentage of
the earnings attributable to those Investors in accordance with IRS regulations.
Notwithstanding the foregoing, the Escrow Agent shall not be required to remit
any payments until funds represented by such payments have been collected by
Escrow Agent.


    
      
         


      

      
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     If
the Escrow Agent receives written notice from the Company that the Company
intends to reject an Investor’s subscription, the Escrow Agent shall pay to the
applicable Investor(s), within a reasonable time not to exceed ten (10) business
days after receiving notice of the rejection, by first class United States Mail
at the address provided on the List of Investors, or at such other address as
shall be furnished to the Escrow Agent by the Investor in writing, all collected
sums paid by the Investor for Securities and received by the Escrow Agent,
together with the interest earned on such Investor Funds (determined in
accordance with the terms and conditions specified herein).

    


    4.
            Disbursement of Proceeds for
Pennsylvania Investors.   Notwithstanding the foregoing, proceeds
from Pennsylvania Investors will not count towards meeting the Minimum Amount
for purposes of Section 3 . 
Proceeds received from Pennsylvania Investors will not be released from the
Pennsylvania Escrow Account until the Pennsylvania Minimum Amount is
obtained.  If the Pennsylvania Minimum Amount is obtained at any time prior
to the Termination Date, the Escrow Agent shall promptly notify the Company and,
upon receiving acknowledgement of such notice and written instructions from the
Company’s President or Chief Financial Officer, the Escrow Agent shall disburse
to the Company, by check or wire transfer, the funds in the Pennsylvania Escrow
Account, except for amounts payable by the Company to the Escrow Agent pursuant
to Exhibit D to
this Agreement that remain outstanding.  The Escrow Agent agrees that funds
in the Pennsylvania Escrow Account shall not be released to the Company until
and unless the Escrow Agent receives written instructions to release the funds
from the Company’s President or Chief Financial Officer.

    


    If the
Pennsylvania Minimum Amount has not been obtained prior to the Termination Date,
the Escrow Agent shall, within a reasonable time following the Termination Date,
but in no event more than thirty (30) days after the Termination Date, refund to
each Pennsylvania Investor by check funds deposited in the Pennsylvania Escrow
Account, or shall return the instruments of payment delivered to Escrow Agent if
such instruments have not been processed for collection prior to such time,
directly to each Pennsylvania Investor at the address provided on the List of
Investors. Included in the remittance shall be a proportionate share of the
income earned in the account allocable to each Pennsylvania Investor’s
investment in accordance with the terms and conditions specified herein, except
that in the case of Investors who have not provided an executed Form W-9 or
substitute Form W-9, the Escrow Agent shall withhold the applicable percentage
of the earnings attributable to those Investors in accordance with IRS
regulations. Notwithstanding the foregoing, the Escrow Agent shall not be
required to remit any payments until funds represented by such payments have
been collected by Escrow Agent.

    


     If
the Escrow Agent is not in receipt of evidence of subscriptions accepted on or
before the close of business on such date that is 120 days after commencement of
the Offering (the Company will notify the Escrow Agent in writing of the
commencement date of the Offering) (the “ Initial Escrow Period ”), and
instruments of payment dated not later than that date, for the purchase of
Securities providing for total purchase proceeds from all nonaffiliated sources
that equal or exceed the Pennsylvania Minimum Amount, the Escrow Agent shall
promptly notify the Company. Thereafter, the Company or its agents shall send to
each Pennsylvania Investor by certified mail within ten (10) calendar days
after the end of the Initial Escrow Period a notification substantially in the
form of Exhibit F
..  If, pursuant to such notification, a Pennsylvania Investor requests the
return of his or her Investor Funds within ten (10) calendar days after receipt
of the notification (the “ Request Period ”), the Escrow
Agent shall promptly refund directly to each Pennsylvania Investor the collected
funds deposited in the Pennsylvania Escrow Account on behalf of such
Pennsylvania Investor or shall return the instruments of payment delivered, but
not yet processed for collection prior to such time, to the address provided on
the List of Investors, upon which the Escrow Agent shall be entitled to rely,
together with interest income earned as determined in accordance with the terms
and conditions specified herein (which interest shall be paid within five
business days after the first business day of the succeeding month).
Notwithstanding the above, if the Escrow Agent has not received an executed Form
W-9 or substitute Form W-9 for such Pennsylvania Investor, the Escrow Agent
shall thereupon remit an amount to such Pennsylvania Investor in accordance with
the provisions hereof, withholding the applicable percentage for backup
withholding required by the Internal Revenue Code, as then in effect, from any
interest income earned on Investor Funds (determined in accordance with the
terms and conditions specified herein) attributable to such Pennsylvania
Investor. However, the Escrow Agent shall not be required to remit such payments
until the Escrow Agent has collected funds represented by such
payments.


    
      
         


      

      
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                  The
Investor Funds of Pennsylvania Investors who do not request the return of their
Investor Funds within the Request Period shall remain in the Pennsylvania Escrow
Account for successive 120-day escrow periods (a “ Successive Escrow Period ”),
each commencing automatically upon the termination of the prior Successive
Escrow Period, and the Company and Escrow Agent shall follow the notification
and payment procedure set forth above with respect to the Initial Escrow Period
for each Successive Escrow Period until the occurrence of the earliest of
(i) the Termination Date, (ii) the receipt and acceptance by the
Company of subscriptions for the purchase of Securities with total purchase
proceeds that equal or exceed the Pennsylvania Minimum Amount and the
disbursement of the Pennsylvania Escrow Account on the terms specified herein,
and (iii) all funds held in the Pennsylvania Escrow Account having been
returned to the Pennsylvania Investors in accordance with the provisions
hereof.

    


    5.
            Disbursement of Proceeds for
Tennessee Investors.   Notwithstanding the foregoing, proceeds from
Tennessee Investors will not count towards meeting the Minimum Amount for
purposes of Section
3 .  Proceeds received from Tennessee Investors will not be released
from the Tennessee Escrow Account until the Tennessee Minimum Amount is
obtained.  If the Tennessee Minimum Amount is obtained at any time prior to
the Termination Date, the Escrow Agent shall promptly notify the Company and,
upon receiving acknowledgement of such notice and written instructions from the
Company’s President or Chief Financial Officer, the Escrow Agent shall disburse
to the Company, by check or wire transfer, the funds in the Tennessee Escrow
Account, except for amounts payable by the Company to the Escrow Agent pursuant
to Exhibit D to
this Agreement that remain outstanding.  The Escrow Agent agrees that funds
in the Tennessee Escrow Account shall not be released to the Company until and
unless the Escrow Agent receives written instructions to release the funds from
the Company’s President or Chief Financial Officer.

    


    If the
Tennessee Minimum Amount has not been obtained prior to the Termination Date,
the Escrow Agent shall, within a reasonable time following the Termination Date,
but in no event more than thirty (30) days after the Termination Date, refund to
each Tennessee Investor by check funds deposited in the Tennessee Escrow
Account, or shall return the instruments of payment delivered to Escrow Agent if
such instruments have not been processed for collection prior to such time,
directly to each Tennessee Investor at the address provided on the List of
Investors. Included in the remittance shall be a proportionate share of the
income earned in the account allocable to each Tennessee Investor’s investment
in accordance with the terms and conditions specified herein, except that in the
case of Investors who have not provided an executed Form W-9 or substitute Form
W-9, the Escrow Agent shall withhold the applicable percentage of the earnings
attributable to those Investors in accordance with IRS regulations.
Notwithstanding the foregoing, the Escrow Agent shall not be required to remit
any payments until funds represented by such payments have been collected by
Escrow Agent.


    
      
         


      

      
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    6.
            Term of Escrow. The “ Termination Date ” shall be
the earliest of:  (i) the close of business on [ ______], 2012, the
one year anniversary of the date the Offering Document was declared effective by
the Securities and Exchange Commission; (ii) all funds held in the ARC Escrow
Accounts are distributed to the Company or to Investors pursuant to Section 3 , for
Pennsylvania Investors, Section 4 and for Tennessee Investors, Section 5 and the
Company has informed the Escrow Agent in writing to close each of the ARC Escrow
Accounts; (iii) the date the Escrow Agent receives written notice from the
Company that it is abandoning the sale of the Securities; and (iv) the date the
Escrow Agent receives notice from the Securities and Exchange Commission or any
other federal or state regulatory authority that a stop or similar order has
been issued with respect to the Offering Document and has remained in effect for
at least twenty (20) days.  After the Termination Date the Company and its
agents shall not deposit, and the Escrow Agent shall not accept, any additional
amounts representing payments by prospective Investors.

    


    7.
            Duty and Liability of the Escrow
Agent. The sole duty of the Escrow Agent shall be to receive Investor
Funds and hold them subject to release, in accordance herewith, and the Escrow
Agent shall be under no duty to determine whether the Company or the Dealer
Manager is complying with requirements of this Agreement, the Offering or
applicable securities or other laws in tendering the Investor Funds to the
Escrow Agent. No other agreement entered into between the parties, or any of
them, shall be considered as adopted or binding, in whole or in part, upon the
Escrow Agent notwithstanding that any such other agreement may be referred to
herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge
thereof, including specifically but without limitation any Offering Documents
(including the subscription agreement and exhibits thereto), and the Escrow
Agent’s rights and responsibilities shall be governed solely by this
Agreement.  The Escrow Agent shall not be responsible for or be required to
enforce any of the terms or conditions of any Offering Document (including the
subscription agreement and exhibits thereto) or other agreement between the
Company and any other party.  The Escrow Agent may conclusively rely upon
and shall be protected in acting upon any statement, certificate, notice,
request, consent, order or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties. The Escrow Agent
shall have no duty or liability to verify any such statement, certificate,
notice, request, consent, order or other document, and its sole responsibility
shall be to act only as expressly set forth in this Agreement. Concurrent with
the execution of this Agreement, the Company and the Dealer Manager shall
deliver to the Escrow Agent an authorized signers form in the forms of Exhibit C and Exhibit C-1 to this
Agreement.  The Escrow Agent shall be under no obligation to institute or
defend any action, suit or proceeding in connection with this Agreement unless
first indemnified to its satisfaction.  The Escrow Agent may consult
counsel of its own choice with respect to any question arising under this
Agreement and the Escrow Agent shall not be liable for any action taken or
omitted in good faith upon advice of such counsel.  The Escrow Agent shall
not be liable for any action taken or omitted by it in good faith except to the
extent that a court of competent jurisdiction determines that the Escrow Agent’s
gross negligence or willful misconduct was the primary cause of loss. The Escrow
Agent is acting solely as escrow agent hereunder and owes no duties, covenants
or obligations, fiduciary or otherwise, to any other person by reason of this
Agreement, except as otherwise stated herein, and no implied duties, covenants
or obligations, fiduciary or otherwise, shall be read into this Agreement
against the Escrow Agent.  If any disagreement between any of the parties
to this Agreement, or between any of them and any other person, including any
Investor, resulting in adverse claims or demands being made in connection with
the matters covered by this Agreement, or if the Escrow Agent is in doubt as to
what action it should take hereunder, the Escrow Agent may, at its option,
refuse to comply with any claims or demands on it, or refuse
to take any other action hereunder, so long as such disagreement continues or
such doubt exists, and in any such event, the Escrow Agent shall not be or
become liable in any way or to any person for its failure or refusal to act, and
the Escrow Agent shall be entitled to continue so to refrain from acting until
(i) the rights of all interested parties shall have been fully and finally
adjudicated by a court of competent jurisdiction, or (ii) all differences shall
have been adjudged and all doubt resolved by agreement among all of the
interested persons, and the Escrow Agent shall have been notified thereof in
writing signed by all such persons. Notwithstanding the foregoing, the Escrow
Agent may in its discretion obey the order, judgment, decree or levy of any
court, whether with or without jurisdiction and the Escrow Agent is hereby
authorized in its sole discretion to comply with and obey any such orders,
judgments, decrees or levies.  If any controversy should arise with respect
to this Agreement the Escrow Agent shall have the right, at its option, to
institute an interpleader action in any court of competent jurisdiction to
determine the rights of the parties.  IN NO EVENT SHALL THE ESCROW AGENT BE
LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST
PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.  The parties agree
that the Escrow Agent has no role in the preparation of the Offering Documents
(including the subscription agreement and exhibits thereto) and makes no
representations or warranties with respect to the information contained therein
or omitted therefrom.  The Escrow Agent shall have no obligation, duty or
liability with respect to compliance with any federal or state securities,
disclosure or tax laws concerning the Offering Documents (including the
subscription agreement and exhibits thereto) or the issuance, offering or sale
of the Securities.  The Escrow Agent shall have no duty or obligation to
monitor the application and use of the Investor Funds once transferred to the
Company, that being the sole obligation and responsibility of the
Company.


    
      
         


      

      
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    8.
            Escrow Agent’s Fee. The Escrow
Agent shall be entitled to compensation for its services as stated in the fee
schedule attached hereto as Exhibit D , which
compensation shall be paid by the Company. The fee agreed upon for the services
rendered hereunder is intended as full compensation for the Escrow Agent’s
services as contemplated by this Agreement; provided, however, that if the
conditions for the disbursement of funds under this Agreement are not fulfilled,
or the Escrow Agent renders any material service not contemplated in this
Agreement, or there is any assignment of interest in the subject matter of this
Agreement, or any material modification hereof, or if any material controversy
arises hereunder, or the Escrow Agent is made a party to any litigation
pertaining to this Agreement, or the subject matter hereof, then the Escrow
Agent shall be reasonably compensated for such extraordinary services and
reimbursed for all costs and expenses, including reasonable attorney’s fees,
occasioned by any delay, controversy, litigation or event, and the same shall be
recoverable from the Company.  The Company’s obligations under this Section 8 shall
survive the resignation or removal of the Escrow Agent and the assignment or
termination of this Agreement.


    
      
         


      

      
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    9.
            Investment of Investor Funds.
The Investor Funds shall be deposited in the ARC Escrow Accounts in accordance
with Section 3
, for Pennsylvania Investors, Section 4 and Tennessee Investors, Section
5.  The Escrow Agent is hereby directed to invest all funds received under
this Agreement, including principal and interest in, the Wells Fargo Bank Money
Market Deposit Account, as directed in writing in the form of Exhibit E to this
Agreement.  The Escrow Agent shall invest the Investor Funds in alternative
investments in accordance with written instructions as may from time to time be
provided to the Escrow Agent and signed by the Company.  In the absence of
written investment instructions from the Company to the contrary, the Escrow
Agent is hereby directed to invest the Investor Funds in the Wells Fargo Bank
Money Market Deposit Account.  Notwithstanding the foregoing, Investor
Funds shall not be invested in anything other than “Short Term Investments” in
compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as
amended.  The following are not permissible investments:  (a)
money market mutual funds; (b) corporate debt or equity securities; (c)
repurchase agreements; (d) banker’s acceptance; (e) commercial paper; and (f)
municipal securities.  Any interest received by the Escrow Agent with
respect to the Investor Funds, including reinvested interest shall become part
of the Investor Funds, and shall be disbursed pursuant to Section 3 , for
Pennsylvania Investors, Section 4 and Tennessee Investors, Section
5.

     

    The
Escrow Agent shall be entitled to sell or redeem any such investments as
necessary to make any payments or distributions required under this
Agreement.  The Escrow Agent shall have no responsibility or liability for
any loss which may result from any investment made pursuant to this Agreement,
or for any loss resulting from the sale of such investment.  The parties
acknowledge that the Escrow Agent is not providing investment supervision,
recommendations, or advice.

    


    The
Company on the date of this Agreement shall provide the Escrow Agent with a
certified tax identification number by furnishing appropriate IRS form W-9 or
W-8 (or substitute Form W-9 or W-8) and other forms and documents that the
Escrow Agent may reasonably request, including without limitation a tax form for
each Investor.  The Company understands that if such tax reporting
documentation is not so certified to the Escrow Agent, the Escrow Agent may be
required by the Internal Revenue Code of 1986, as amended, to withhold a portion
of any interest or other income earned on the Investor Funds pursuant to this
Agreement.  For tax reporting purposes, all interest and other income from
investment of the Investor Funds shall, as of the end of each calendar year and
to the extent required by the Internal Revenue Service, be reported as having
been earned by the party to whom such interest or other income is distributed,
in the year in which it is distributed.

    


    The
Company agrees to indemnify and hold the Escrow Agent harmless from and against
any taxes, additions for late payment, interest, penalties and other expenses
that may be assessed against the Escrow Agent on or with respect to any payment
or other activities under this Agreement unless any such tax, addition for late
payment, interest, penalties and other expenses shall be determined by a court
of competent jurisdiction to have been caused by the Escrow Agent’s gross
negligence or willful misconduct.  The terms of this Section shall survive
the termination of this Agreement and the resignation or removal of the Escrow
Agent.

    


    10. 
        Notices.   All notices,
requests, demands, and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given (a) on the date of service
if served personally on the party to whom notice is to be given, (b) on the day
of transmission if sent by facsimile/email transmission bearing an authorized
signature to the facsimile number/email address given below, and written
confirmation of receipt is obtained promptly after completion of transmission,
(c) on the day after delivery to Federal Express or similar overnight courier or
the Express Mail service maintained by the United States Postal Service, or (d)
on the fifth day after mailing, if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed, return receipt requested, to the party as
follows:


    
      
         


      

      
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    If to the
Company:

    


    405 Park
Avenue

    New York,
New York 10022

    Fax:
(212) 421-5799

    Attention:  Edward
M. Weil, Jr., Executive Vice President and Secretary

    Attention:  Brian
S. Block, Executive Vice President and Chief Financial Officer

    


    with a
copy to:

    


    Proskauer
Rose LLP

    Eleven
Time Square

    New York,
New York 10036

    Fax:
(212) 969-2900

    Attention:
Peter M. Fass, Esq.

    Attention:  Steven
Fishman, Esq.

     

    If to the
Dealer Manager:

    


    Realty
Capital Securities, LLC

    Three
Copley Place

    Suite
3300

    Boston,
MA 02116

    Attention:  Louisa
Quarto, President

    


    with a
copy to:

    


    Proskauer
Rose LLP

    Eleven
Time Square

    New York,
New York 10036

    Fax:
(212) 969-2900

    Attention:
Peter M. Fass, Esq.

    


    and:

    


    American
Realty Capital Healthcare Trust, Inc.

    405 Park
Avenue

    New York,
New York 10022

    Fax:
(212) 421-5799

    Attention:  Edward
M. Weil, Jr., Executive Vice President and Secretary

    Attention:  Brian
S. Block, Executive Vice President and Chief Financial Officer


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    If to
Escrow Agent:

    


    Wells
Fargo Bank, National Association

    45
Broadway, 14th Floor

    New York,
NY  10006

    Fax:
(212) 509-1716

    Attention:  Matt
Sherman

    


    Any party
may change its address for purposes of this Section by giving the other party
written notice of the new address in the manner set forth above.

    


    11. 
        Indemnification of Escrow
Agent. The Company and the Dealer Manager hereby jointly and severally
indemnify, defend and hold harmless the Escrow Agent from and against, any and
all loss, liability, cost, damage and expense, including, without limitation,
reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur
by reason of any action, claim or proceeding brought against the Escrow Agent
arising out of or relating in any way to this Agreement or any transaction to
which this Agreement relates unless such loss, liability, cost, damage or
expense is finally determined by a court of competent jurisdiction to have been
primarily caused by the willful misconduct of the Escrow Agent.  The terms
of this Section shall survive the termination of this Agreement and the
resignation or removal of the Escrow Agent.

    


    12. 
        Successors and Assigns. Except
as otherwise provided in this Agreement, no party hereto shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other parties hereto and any such attempted assignment without
such prior written consent shall be void and of no force and effect. This
Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto.  Any corporation or
association into which the Escrow Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or transfer all or
substantially all of its corporate trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from any
such conversion, sale, merger, consolidation or transfer to which the Escrow
Agent is a party, shall be and become the successor Escrow Agent under this
Agreement and shall have and succeed to the rights, powers, duties, immunities
and privileges as its predecessor, without the execution or filing of any
instrument or paper or the performance any further act.

    


    13. 
        Governing Law; Jurisdiction.
This Agreement shall be construed, performed, and enforced in accordance with,
and governed by, the internal laws of the State of New York, without giving
effect to the principles of conflicts of laws thereof.

    


    14. 
        Severability. If any part of
this Agreement is declared by any court or other judicial or administrative body
to be null, void, or unenforceable, said provision shall survive to the extent
it is not so declared, and all of the other provisions of this Agreement shall
remain in full force and effect.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    15. 
        Amendments; Waivers. This
Agreement may be amended or modified, and any of the terms, covenants,
representations, warranties, or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance. Any waiver by any party of any condition, or of
the breach of any provision, term, covenant, representation, or warranty
contained in this Agreement, in any one or more instances, shall not be deemed
to be nor construed as further or continuing waiver of any such condition, or of
the breach of any other provision, term, covenant, representation, or warranty
of this Agreement.  The Company and the Dealer Manager agree that any
requested waiver, modification or amendment of this Agreement shall be
consistent with the terms of the Offering.

    


    16. 
        Entire Agreement. This
Agreement contains the entire agreement and understanding among the parties
hereto with respect to the escrow contemplated hereby and supersedes and
replaces all prior and contemporaneous agreements and understandings, oral or
written, with regard to such escrow.

    


    17. 
        Section Headings. The section
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

    


    18. 
        Counterparts. This Agreement
may be executed (including by facsimile transmission) with counterpart signature
pages or in counterparts, each of which shall be deemed an original, but all of
which shall constitute the same instrument.

    


    19. 
        Resignation. The Escrow Agent
may resign upon 30 days’ advance written notice to the parties hereto. If a
successor escrow agent is not appointed by the Company within the 30-day period
following such notice, the Escrow Agent may petition any court of competent
jurisdiction to name a successor escrow agent, or may interplead the Investor
Funds with such court, whereupon the Escrow Agent’s duties hereunder shall
terminate.

    


    20. 
        References to Escrow Agent.
  Other than the Offering Document (including the subscription
agreement and exhibits thereto) and any amendments thereof or supplements
thereto, no printed or other matter in any language (including, without
limitation, notices, reports and promotional material) which mentions the Escrow
Agent’s name or the rights, powers, or duties of the Escrow Agent shall be
issued by the Company or the Dealer Manager, or on the Company’s or the Dealer
Manager’s behalf, unless the Escrow Agent shall first have given its specific
written consent thereto.  Notwithstanding the foregoing, any amendment or
supplement to the Offering Document (including the subscription agreement and
exhibits thereto) that revises, alters, modifies, changes or adds to the
description of the Escrow Agent or its rights, powers or duties hereunder shall
not be issued by the Company or the Dealer Manager, or on the Company’s or
Dealer Manager’s behalf, unless the Escrow Agent has first given specific
written consent thereto.

    


    [Signature
page follows]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF , the
parties hereto have caused this Escrow Agreement to be executed the date and
year first set forth above.

    


    AMERICAN
REALTY CAPITAL HEALTHCARE TRUST, INC.

     

    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Name: 

                	
                  Nicholas
      S. Schorsch

                	 
      
	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                	 
      


        

      

    

    


    REALTY
CAPITAL SECURITIES, LLC

     

    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Name: 

                	
                  Louisa
      Quarto

                	 
      
	 
      	
                  Title:

                	
                  President

                	 
      


        

      

    

     

    WELLS
FARGO BANK, NATIONAL

    ASSOCIATION,
as Escrow Agent

     

    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Name: 

                	 
      	 
      
	 
      	
                  Title:

                	 
      	 
      


        

      

    
 

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    Exhibit
A

    


    Copy of
Offering Document
 

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    Exhibit
B

    


    List of
Investors

    


    Pursuant
to the Escrow Agreement dated as of ____, 2011, among Realty Capital Securities,
LLC, American Realty Capital Healthcare Trust, Inc. (the “ Company ”), and Wells Fargo
Bank, National Association (the “ Escrow Agent ”), the Company
hereby certifies that the following Investors have paid money for the purchase
of shares of the Company’s common stock, par value $0.01 (“Securities”), and the
money has been deposited with the Escrow Agent:

     

    
      
        	
                1. 

              	
                Name
      of Investor

                 Address

                 Tax
      Identification Number

                 Amount
      of Securities subscribed for

                 Amount
      of money paid and deposited with Escrow Agent

                 Is
      Investor a resident of Pennsylvania (Yes or No)?

                 Is
      Investor a resident of T Tennessee (Yes or
No)?

              


      

    

     

    
      
        	
                2. 

              	
                Name
      of Investor

                 Address

                 Tax
      Identification Number

                 Amount
      of Securities subscribed for

                 Amount
      of money paid and deposited with Escrow Agent

                 Is
      Investor a resident of Pennsylvania (Yes or No)?

                 Is
      Investor a resident of Tennessee (Yes or
No)?

              


      

    

     

    Dated:
_____________________________

    


    REALTY
CAPITAL SECURITIES, LLC

     

    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Name: 

                	
                  Louisa
      Quarto

                	 
      
	 
      	
                  Title:

                	
                  President

                	 
      


        

      

    
 

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    Exhibit
C

    


    CERTIFICATE
AS TO AUTHORIZED SIGNATURES

     

    Account
Name:

    


    Account
Number:

     

    The
specimen signatures shown below are the specimen signatures of the individuals
who have been designated as Authorized Representatives of American Realty Capital Healthcare
Trust, Inc. and are authorized to initiate and approve transactions of
all types for the above-mentioned account on behalf of American Realty Capital Healthcare
Trust, Inc.

    


    
      
        
          
            
              
                
                  
                    	
                            Name/Title

                          	 
      	
                            Specimen Signature

                          
	
                            Nicholas
      S. Schorsch

                          	 
      	
                             

                          
	
                            Chief
      Executive Officer

                          	 
      	
                            Signature

                          
	 
      	 
      	 
      
	
                            William
      M. Kahane

                          	 
      	
                             

                          
	
                            President
      and Treasurer

                          	 
      	
                            Signature

                          
	 
      	 
      	 
      
	
                            Brian
      Block

                          	 
      	
                             

                          
	
                            Executive
      Vice President and Chief Financial Officer

                          	 
      	
                            Signature

                          
	 
      	 
      	 
      
	
                            Edward
      M. Weil, Jr.

                          	 
      	
                             

                          
	
                            Executive
      Vice President and Secretary

                          	 
      	
                            Signature

                          


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    Exhibit
C-1

    


    CERTIFICATE
AS TO AUTHORIZED SIGNATURES

     

    Account
Name:

    


    Account
Number:

     

    The
specimen signatures shown below are the specimen signatures of the individuals
who have been designated as Authorized Representatives of Realty Capital Securities, LLC
and are authorized to initiate and approve transactions of all types for the
above-mentioned account on behalf of Realty Capital Securities,
LLC

     

    
      
        
          
            
              	
                      Name/Title

                    	 
      	
                      Specimen Signature

                    
	 	 	 
	
                      Louisa
      Quarto

                    	 
      	
                       

                    
	
                      President

                    	 
      	
                      Signature

                    
	 
      	 
      	 
      
	
                      Kamal
      Jafarnia

                    	 
      	
                       

                    
	
                      Executive
      Vice President and Chief Compliance Officer

                    	
                        

                    	
                      Signature

                    


            

          

        

      

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    Exhibit
D

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Wells
      Fargo Bank

                              Corporate
      Trust Services

                              1445
      Ross Avenue, 2 nd
      Floor

                              Mac
      T5303-022

                              Dallas,
      TX  75202

                            	
                              [NAME]

                              [POSITION]

                              Tel:  [__________]

                              Fax:  [__________]

                              [EMAIL]

                            	
                              [logo]

                            


                    

                  

                

              

            

          

        

      

    

    


    GENERAL
SCHEDULE OF FEES

    to
act as ESCROW AGENT for the

    American
Realty Capital Healthcare Trust, Inc. Subscription Escrow up to
$50,000,000

    


    
      
        	
                Acceptance Fee :

              	
                $500

              


      

    

     

    Initial
Fees as they relate to Wells Fargo Bank acting in the capacity of Escrow Agent –
includes review of the Escrow Agreement; acceptance of the Escrow appointment;
setting up of Escrow Account(s) and accounting records; and coordination of
receipt of funds for deposit to the Escrow Account(s).

     

    Acceptance
Fee payable at time of Escrow Agreement execution.

    


    
      
        	
                Escrow Agent Annual Administration Fee
      :

              	
                $5,000.00
      on first offering, $3,500 on subsequent

              
	
                Pennsylvania
      Sub-Accounting Administration Fee:

              	
                $750

              
	
                Tennessee
      Sub-Accounting Administration Fee:

              	
                $750

              


      

    

    


    For
ordinary administrative services by Escrow Agent – includes daily routine
account management; investment transactions; cash transaction processing
(including wire and check processing); monitoring claim notices pursuant to the
agreement; disbursement of funds in accordance with the agreement; and mailing
of trust account statements to all applicable parties.  Float credit
received by the bank for receiving funds that remain uninvested are deemed part
of the Paying Agent/Escrow Agent’s compensation.  These fees do not
contemplate paying interest to Investors or providing 1099s which would be the
responsibility of the Company. If individual 1099s, interest checks, interest
accrual calculations or any individual Investor information are required
additional fees will be charged.  For rejected subscriptions or a failed
offering, the following fees will apply.

    


    1099
Reporting $25 each

    Interest
Rate Calculations and Interest Checks/Wires $ 35 each

    Returned
Item Charges $35 each

     

    The administrative fee is payable in
advance, with the first year fee due upon opening of the account. The
Annual Fee covers a full year or any part thereof, and therefore will not be
prorated or refunded in the year of early termination.  These fees do not
include bank activity fees associated with Desktop Deposit system.  Fees
for these services will be provided separately by our Treasury Management
Group.
 

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    Wells
Fargo ’ s bid is based on the following assumptions:

     

    
      
        	
                ·

              	
                Number
      of Escrow Accounts to be established:  Three
  (3)

              
	
                ·

              	
                Number
      of Deposits to Escrow Accounts:  Electronically, approximately
      (10-20 per day)

              
	
                ·

              	
                Number
      of Withdrawals from Escrow Accounts:  Not more than two per
      week.

              
	
                ·

              	
                Term
      of Escrow:  One (1) year

              
	
                ·

              	
                APPOINTMENT
      SUBJECT TO RECEIPT OF REQUESTED DUE DILIGENCE INFORMATION AS PER THE USA
      PATRIOT ACT

              
	
                ·

              	
                THIS
      PROPOSAL ASSUMES THAT BALANCES IN THE ACCOUNT WILL BE INVESTED IN MONEY
      MARKET FUNDS

              
	
                ·

              	
                ALL
      FUNDS WILL BE RECEIVED FROM OR DISTRIBUTED TO A DOMESTIC OR AN
      APPROVED FOREIGN ENTITY

              
	
                ·

              	
                IF
      THE ACCOUNT(S) DOES NOT OPEN WITHIN THREE (3) MONTHS OF THE DATE SHOWN
      BELOW, THIS PROPOSAL WILL BE DEEMED TO BE NULL AND
  VOID

              


      

    

    


    
      
        	
                Out-of
      Pocket Expenses:

              	
                At
      Cost

              


      

    

     

    We will
charge for out-of-pocket expenses in response to specific tasks assigned by the
client or provided for in the escrow agreement .  Possible expenses would
be, but are not limited to, express mail and messenger charges, travel expenses
to attend closing or other meetings.   There are no charges for
indirect out-of- pocket expenses.

     

    This
fee schedule is based upon the assumptions listed above which pertain to the
responsibilities and risks involved in Wells Fargo undertaking the role of
Escrow Agent.  These assumptions are based on information provided to us as
of the date of this fee schedule.  Our fee schedule is subject to review
and acceptance of the final documents.  Should any of the assumptions,
duties or responsibilities change, we reserve the right to affirm, modify or
rescind our fee schedule. Extraordinary services (services other than the
ordinary administration services of Escrow Agent described above) are not
included in the annual administration fee and will be billed as incurred at the
rates in effect from time to time.

                                                                                                                                    Submitted
on:                       ,
2011

     
 

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    Exhibit
E

    


    Agency
and Custody Account Direction

    For
Cash Balances

    Wells
Fargo Bank Money Market Deposit Accounts

    


    Direction
to use the following Wells Fargo Bank Money Market Deposit Accounts for Cash
Balances for the escrow account (the “ Account ”) created under the
Escrow Agreement to which this Exhibit E is
attached.

    


    You are
hereby directed to deposit, as indicated below, or as we shall direct further in
writing from time to time, all cash in the Account in the following money market
deposit account of Wells Fargo Bank, National Association (“ Bank ”):

    


    Wells
Fargo Bank Money Market Deposit Account (“MMDA”)

    


    We
understand that amounts on deposit in the MMDA are insured, subject to the
applicable rules and regulations of the Federal Deposit Insurance Corporation
(the “ FDIC ”), in the
basic FDIC insurance amount of $250,000 per depositor, per insured bank. This
includes principal and accrued interest up to a total of $250,000.

    


    We
acknowledge that we have full power to direct investments in the
Account.

    


    We
understand that we may change this direction at any time and that it shall
continue in effect until revoked or modified by us by written notice to
you.

    


    
      
        	 
      	
                American
      Realty Capital Healthcare Trust, Inc.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Signature

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Date

              


      

    
 

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    Exhibit
F

    


    [Form of
Notice to Pennsylvania Investors]

    


    You have
tendered a subscription to purchase shares of common stock of American Realty
Capital Healthcare Trust, Inc. (the “ Company ”). Your subscription
is currently being held in escrow.  The guidelines of the Pennsylvania
Securities Commission do not permit the Company to accept subscriptions from
Pennsylvania residents until an aggregate of $75,000,000 of gross offering
proceeds have been received by the Company. The Pennsylvania guidelines provide
that until this minimum amount of offering proceeds is received by the Company,
every 120 days during the offering period Pennsylvania Investors may
request that their subscription be returned.  If you wish to continue your
subscription in escrow until the Pennsylvania minimum subscription amount is
received, nothing further is required.

    


    If you
wish to terminate your subscription for the Company’s common stock and have your
subscription returned please so indicate below, sign, date, and return to the
Escrow Agent, Wells Fargo Bank, National Association at 45 Broadway, 14th Floor,
New York, NY  10006, Attn:  Matt Sherman.

    


    I hereby
terminate my prior subscription to purchase shares of common stock of American
Realty Capital Healthcare Trust, Inc. and request the return of my subscription
funds.  I certify to American Realty Capital Healthcare Trust, Inc. that I
am a resident of Pennsylvania.

     

    
      
        	 
      	 
      	
                Signature:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	 
      	
                (please
      print)

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Date:

              	 
      
	 
      	 
      	 
      	 
      
	
                Please
      send the subscription refund to:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    


    
      
         


      

      
        20