Unassociated Document


    FORM
OF ADVISORY AGREEMENT

     

    This
ADVISORY AGREEMENT, dated as of _________, 2010 (this “Agreement”), is between
American Realty Capital – Retail Centers of America, Inc., a Maryland
corporation (the “Company”), and American Realty
Capital Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”).

     

    WITNESSETH

     

    WHEREAS, the Company desires
to avail itself of the knowledge, experience, 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 or any Affiliate of either in connection with the consideration,
investigation, selection, evaluation, acquisition or development of any
Investment, whether or not acquired or originated, as applicable, including
legal fees and expenses, travel and communications expenses, brokerage fees,
costs of appraisals, nonrefundable option payments on Investments not acquired,
accounting fees and expenses, title insurance premiums and the costs of
performing due diligence.

     

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

     

    “Advisor” has the meaning set
forth at the head 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-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.

     

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

     

    “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 reserves, computed by taking
the average of such values at the end of each month during such specified
period.

     

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

     

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

     

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

     

    “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” means American Realty
Capital – Retail Centers of America, Inc.

     

    “Construction Fee” means a fee
or other remuneration 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.

     

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

     

    
      “Contract Purchase Price” means amount
actually paid or allocated to fund the acquisition, origination, development,
construction or improvement of
an Investment, inclusive of the expenses
associated with such Investment and the amount of any debt associated with, or
used to fund the investment in, such
Investment.

       

    

    “Contract Sales Price” means
the total consideration received by the Company for the sale of an
Investment.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “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
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.

     

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

     

    “Effective Date” means the
date upon which the Registration Statement for the Company’s initial public
offering is declared effective by the Securities and Exchange
Commission.

     

    “Excess Amount” has the meaning
set forth in Section 9.2(A).

     

    “Expense Year” has the meaning
set forth in Section 9.2(A).

     

    “FFO” means funds from operations, as defined by The
National Association of Real Estate Investment Trusts.

     

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

     

    “FINRA” means the Financial
Industry Regulatory Authority Inc.

     

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

     

    “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.
For the purpose of computing Gross Proceeds, the purchase price of any Share for
which reduced Selling Commissions are paid to the Dealer Manager or a Soliciting
Dealer (where net proceeds to the Company are not reduced) shall be deemed to be
the full amount of the offering price per Share pursuant to the Prospectus for
such Offering without reduction.

     

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

     

    “Independent Director” shall
have the meaning set forth in the Articles of Incorporation.

     

    “Investment” or “Investments” means any
investment or investments by the Company or the Partnership, directly or
indirectly, in Properties, Loans or other Permitted Investments.

     

    “Joint Venture” means any joint
venture, limited liability company or other entity through which the Company
directly or indirectly owns, in whole or in part, any Investments.

     

    “Lincoln” shall have the
meaning set forth in Article 3.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

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

     

    “Loans” means mortgage loans
and other types of debt financing investments made by the Company, either
directly or indirectly, including through ownership interests in a Joint Venture
or other entity, 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.

     

    “MGCL” means the Maryland
General Corporation Law, as amended from time to time.

     

    “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 reserves for
depreciation, bad debts or other similar non-cash reserves; provided, however, that Net
Income for purposes of calculating total allowable Operating Expenses shall
exclude the gain from the sale of the Company’s assets.

     

    “Notice” has the meaning set
forth in Section 15.1.

     

    “Offering” means the public
offering of Shares pursuant to a Prospectus.

     

    “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 and Acquisition Expenses (including
Financing Coordination Fees), real estate commissions on resale of property,
property management fees, and other expenses connected with the acquisition,
disposition, management 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.

     

    “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, which may include total underwriting and
brokerage discounts and commissions (including fees of the underwriters’
attorneys); any expense allowance granted by the Company to the underwriter or
any reimbursement of expenses of the underwriter by the Company; 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; and expenses of qualification of the sale of
the securities under Federal and state laws, including taxes and fees,
accountants’ and attorneys’ fees.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Oversight Fee” shall have the
meaning set forth in Section 8.3.

     

    “Partnership” means American
Realty Capital Retail Operating Partnership, L.P., a Delaware limited
partnership formed to own and operate Investments on behalf of the
Company.

     

    “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 other entity, pursuant to the 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 the Company or any subsidiary
of the Company 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 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.

     

    “Prospectus” means a final
prospectus of the Company filed pursuant to Rule 424(b) of the Securities Act,
as the same may be amended or supplemented from time to time.

     

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

     

    “Real Estate Commission” shall
have the meaning set forth in Section 8.4.

     

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

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Sale” or “Sales” means (i) any
transaction or series of transactions whereby: (A) the Company sells, grants,
transfers, conveys, or relinquishes its direct or indirect ownership of any
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
Investment that gives rise to a significant amount of insurance proceeds or
condemnation awards; (B) the Company sells, grants, transfers, conveys, or
relinquishes its ownership of all or substantially all of the direct or indirect
interest of the Company in any Joint Venture or other entity in which it,
directly or indirectly, has an interest; or (C) any Joint Venture or other
entity (in which the Company, directly or indirectly, has an interest) sells,
grants, transfers, conveys, or relinquishes its direct or indirect ownership of
any Investment or portion thereof, including any event with respect to any
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 by the Company, directly or indirectly, in
one or more Investments within 180 days thereafter.

     

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

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

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

     

    “Soliciting Dealers” means
broker-dealers who are members of FINRA or that are exempt from broker-dealer
registration, and who, in either case, have executed soliciting dealer or other
agreements with the Dealer Manager to sell Shares.

     

    “Stockholders” means the
registered holders of the Shares.

     

     “Targeted Assets” means a
portfolio consisting of: (i) existing anchored, stabilized core retail
properties, including power centers, lifestyle centers, grocery-anchored
shopping centers with a purchase price in excess of twenty million dollars
($20,000,000) and other need-based shopping centers (not less than sixty-five
percent (65%) by value) which are located in the United States and at least
eighty percent (80%) leased at the time of acquisition; (ii) existing
grocery-anchored shopping centers (up to twenty percent (20%) by value), the
purchase price of which is twenty million dollars ($20,000,000) or less; (iii)
existing enclosed mall opportunities for de-malling and reconfiguration into an
open air format (up to twenty percent (20%) by value) which are located in the
United States; and (iv) real estate-related debt and investments (up to fifteen
percent (15%) by value) secured by, or which represent a direct or indirect
interest in, the assets described in clauses (i) - (iii).

     

    “Termination” means the
termination of this Agreement in accordance with Articles 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(B).

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Article
2

    Appointment

     

    The
Company hereby appoints the Advisor to serve as its advisor to perform the
services set forth herein on the terms and subject to the conditions set forth
in this Agreement and subject to the supervision of the Board, 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 its commercially reasonable efforts to present to the
Company potential investment opportunities in Targeted Assets and to provide the
Company with a continuing and suitable investment program in Targeted Assets
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 Lincoln Retail REIT
Services, LLC, a Delaware limited liability company (“Lincoln”), or another 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 FINRA, the
      SEC or any state.

            


    

     

    
      	
              3.2

            	
              Acquisition and Disposition
      Services.  The Advisor shall (or shall retain other
      Persons 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
      Properties, investment objectives and
policies;

            


    

     

    
      	
               
      

            	
              (B)

            	
              Subject
      to 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
      Targeted Assets and other Investments will be made; (c) acquire, originate
      and dispose of Targeted Assets and other 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 Targeted Assets and other Investments; (e) select Joint
      Venture partners and structure corresponding agreements; and (f) enter
      into leases, service contracts and other agreements for Targeted Assets
      and other Investments;

            


    

     

    
      	
               
      

            	
              (C)

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

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (D)

            	
              Prepare
      reports regarding prospective investments that include recommendations and
      supporting documentation necessary for the Board of the Company to
      evaluate the proposed investments;

            


    

     

    
      	
               
      

            	
              (E)

            	
              Obtain
      reports, where appropriate, concerning the value of the
      Properties;

            


    

     

    
      	
               
      

            	
              (F)

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

            


    

     

    
      	
               
      

            	
              (G)

            	
              Negotiate
      and execute approved investments and other transactions, including
      acquisitions of Targeted Assets and other Investments;
  and

            


    

     

    
      	
               
      

            	
              (H)

            	
              Consult
      with the Company’s officers and the Board and provide assistance with the
      evaluation and approval of potential Investment dispositions, sales and
      refinancing, including reports to the Board regarding the
      foregoing.

            


    

     

    
      	
              3.3

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

            


    

     

    
      	
               
      

            	
              (A)

            	
              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;

            


    

     

    
      	
               
      

            	
              (B)

            	
              Monitor
      applicable markets and obtain reports where appropriate, concerning the
      value of the Properties;

            


    

     

    
      	
               
      

            	
              (C)

            	
              Monitor
      and evaluate the performance of each of the Properties and the Company’s
      overall portfolio of Properties and perform and supervise the various
      management and operational functions related to the
      Properties;

            


    

     

    
      	
               
      

            	
              (D)

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

            


    

     

    
      	
               
      

            	
              (E)

            	
              Consult
      with the Company’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;

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (F)

            	
              Engage
      a Property Manager for each of the
Properties;

            


    

     

    
      	
               
      

            	
              (G)

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

            


    

     

    
      	
               
      

            	
              (H)

            	
              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 and its subsidiaries; 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.

            


    

     

    
      	
              3.4

            	
              Accounting and Other
      Administrative Services.  The Advisor shall (or shall
      retain other Persons to (but shall remain responsible to the
      Company)):

            


    

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (C)

            	
              Make
      reports to the Company each quarter of the investments that have been made
      by other programs sponsored by the Advisor or any of its Affiliates, as
      well as any investments that have been made by the Advisor or any of its
      Affiliates directly;

            


    

     

    
      	
               
      

            	
              (D)

            	
              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;

            


    

     

    
      	
               
      

            	
              (E)

            	
              Provide
      financial and operational planning
services;

            


    

     

    
      	
               
      

            	
              (F)

            	
              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;

            


    

     

    
      	
               
      

            	
              (G)

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

            


    

     

    
      	
               
      

            	
              (H)

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

            


    

     

    
      	
               
      

            	
              (I)

            	
              Provide
      the Company with all necessary cash management
  services;

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (J)

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

            


    

     

    
      	
               
      

            	
              (K)

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

            


    

     

    
      	
               
      

            	
              (L)

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

            


    

     

    
      	
               
      

            	
              (M)

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

            


    

     

    
      	
               
      

            	
              (N)

            	
              Provide
      the Company’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;

            


    

     

    
      	
               
      

            	
              (O)

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

            


    

     

    
      	
               
      

            	
              (P)

            	
              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;

            


    

     

    
      	
               
      

            	
              (Q)

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

            


    

     

    
      	
               
      

            	
              (R)

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

            


    

     

    
      	
              3.5

            	
              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.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    
    

    
      	
              3.6

            	
              Other
      Services.  Except as provided in Article 7, the Advisor
      shall perform any other services reasonably requested by the Company (with
      the consent of a majority of the Independent
  Directors).

            


    

     

    Article
4

    Authority
of the 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 a third party 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.

              


      

       

      
        	
                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 the MGCL require the prior approval of the
      Board.  The Advisor will deliver to the Board all documents
      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 and this Article 4 hereof; 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 the Company or in the name of the Company 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.

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      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.

       

      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 the Company 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), (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 the Company, its Shares or its other securities,
(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 (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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Article
8

      Fees

       

      
        	
                8.1

              	
                Acquisition
      Fees.

              


      

       

      
        	
                 
      

              	
                (A)

              	
                The
      Company shall pay an Acquisition Fee to the Advisor as compensation for
      services rendered in connection with the investigation, selection and
      acquisition (by purchase, investment or exchange) of
      Investments.  The total Acquisition Fee payable to the Advisor
      shall equal one percent (1.0%) of the Contract Purchase Price of the
      Investment.  The amount actually paid or allocated for an
      Investment held through a Joint Venture shall equal the sum of (x) the
      product of (i) the amount actually paid or allocated to fund, or the
      amount advanced for, the acquisition, origination, development,
      construction or improvement of the Investment, as applicable, by the Joint
      Venture and (ii) the direct or indirect ownership percentage of the Joint
      Venture held directly or indirectly by the Company or the Partnership and
      (y) any expense of the Company associated with such
      Investment.  For purposes of this section, “ownership
      percentage” shall be the percentage of capital stock, membership
      interests, partnership interests or other equity interests held by the
      Company or the Partnership, without regard to classification of such
      equity interests.  The Advisor shall submit an invoice to the
      Company, accompanied by a computation of the Acquisition Fee at or prior
      to the closing of the acquisition.  The Company shall pay to the
      Advisor the Acquisition Fee at the closing of the
      acquisition.  An Acquisition Fee shall only be payable on the
      reinvestment of proceeds from the sale of an investment, if, during the
      period ending two years after the final closing of the initial Offering,
      the Company sells an Investment and then reinvests in other
      Investments.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Pursuant
      to the NASAA Guidelines, the total of all Acquisition Fees, Financing
      Coordination Fees and Acquisition Expenses payable in connection with any
      Investment or any reinvestment shall not exceed four and one half percent
      (4.5%) of the “contract purchase price”, as defined in the Articles of
      Incorporation, of the Investment acquired or four and one half percent
      (4.5%) of the amount advanced for an Investment, unless a majority of the
      Board of Directors (including a majority of the Independent Directors) not
      otherwise interested in the transaction approves the Acquisition Fees and
      Acquisition Expenses and determines the transaction to be commercially
      competitive, fair and reasonable to the
Company.

              


      

       

      
        	
                8.2

              	
                Asset Management
      Fee.  The Company shall pay an Asset Management Fee to
      the Advisor as compensation for services rendered in connection with the
      management of the Company’s assets in an amount equal to 0.75% per annum
      of the Average Invested Assets; provided, however, that
      the Asset Management Fee shall be reduced by any Oversight Fee payable to
      the Advisor, such that the aggregate Asset Management Fee and Oversight
      Fee do not exceed 0.75% per annum of the Average Invested
      Assets.  The Asset Management Fee is payable quarterly in
      advance, on January 1, April 1, July 1 and October 1, in the amount of
      0.1875% of Average Invested Assets for the preceding
      quarter.  The Advisor shall submit an invoice to the Company,
      accompanied by a computation of the Asset Management Fee for the
      applicable quarter. The
      Asset Management Fee to be paid for a quarter will be reduced by the
      average quarterly amount that FFO during the six months ending on the last
      day of the calendar quarter immediately preceding the date that such Asset
      Management Fee is payable is less than the Distributions declared with
      respect to such six month period, provided, however, that the
      asset management fee will not be reduced below the following amounts: (i)
      six months after the Effective Date of the Offering, .35%; (ii) twelve
      months after the Effective Date of the Offering, .65% and (iii) beginning
      eighteen months after the Effective Date of the Offering, no
      reduction.  For purposes of this test, FFO, as adjusted, is FFO
      adjusted to (i) include acquisition fees and related expenses
      which are deducted in computing FFO; (ii) include non-cash restricted
      stock grant amortization, if any, which is deducted in computing FFO; and
      (iii) include impairments of real estate related investments, if any
      (including properties, loans receivable and equity and debt investments)
      which is deducted in computing
FFO.

              


      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                8.3

              	
                Oversight
      Fee.  The Company shall pay the Advisor an Oversight Fee
      equal to one percent (1.0%) of the gross revenues from Properties managed
      by any Person that is not an Affiliate of the Advisor.  The
      Oversight Fee is payable quarterly in advance, on January 1, April 1, July
      1 and October 1.  The Advisor shall submit an invoice to the
      Company, accompanied by a computation of the Oversight Fee for the
      applicable quarter.

              


      

       

      
        	
                8.4

              	
                Real Estate
      Commission.  In connection with a Sale of a Property in
      which the Advisor or any Affiliate or agent of the Advisor provides a
      substantial amount of services, as determined by the Independent
      Directors, the Company shall pay to the Advisor a Real Estate Commission
      equal to two percent (2.0%) of the Contract Sales Price of such Property,
      but in no event shall the Real Estate Commission exceed one-half of the
      total brokerage commission paid by the Company if it pays a brokerage
      commission in addition to the Real Estate Commission; provided, however, that
      in no event may the sum of the Real Estate Commission and such brokerage
      commissions exceed the lesser of six percent (6.0%) of the Contract Sales
      Price and a Competitive Real Estate Commission.  The Advisor
      shall submit an invoice to the Company, accompanied by a computation of
      the Real Estate Commission at or prior to the closing of the
      Sale.  The Company shall pay to the Advisor the Real Estate
      Commission at the closing of the
Sale.

              


      

       

      
        	
                8.5

              	
                Financing Coordination
      Fee.  The Company shall pay a Financing Coordination Fee
      to the Advisor in connection with the financing of any Investment,
      assumption of any loans with respect to any Investment or refinancing of
      any loan in an amount equal to one percent (1.0%) of the amount made
      available and/or outstanding under any such loan, including any assumed
      loan.  In no event will the aggregate Acquisition Fees
      and Financing Coordination Fees, at the time that the net proceeds of the
      Offering are fully invested or at any time thereafter, exceed, in the
      aggregate, one and a half percent (1.5%) of the aggregate Contract
      Purchase Price of all of the Properties acquired by the
      Company.  The Advisor shall submit an invoice to
      the Company, accompanied by a computation of the Financing Coordination
      Fee at or prior to the closing of the financing.  The Company
      shall pay to the Advisor the Financing Coordination Fee at the closing of
      the financing.

              


      

       

      
        	
                8.6

              	
                Payment of
      Fees.  In connection with the Acquisition Fee, Real
      Estate Commission, Asset Management Fee and Financing Coordination Fee,
      the Company shall pay such fees to the Advisor in cash or in Shares, or a
      combination of both, the form of payment to be determined in the sole
      discretion of the Advisor. For the purposes of the payment of such fees in
      Shares, each Share shall be valued at the per share offering price of the
      Shares in the initial Offering minus the maximum selling commissions and
      dealer manager fee allowed in the initial
  Offering.

              


      

       

      
        	
                8.7

              	
                Exclusion of Certain
      Transactions.

              


      

       

      
        	
                 
      

              	
                (A)

              	
                If
      the Company or the Partnership shall propose to enter into any transaction
      in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s
      directors or officers has a direct or indirect interest, then such
      transaction shall be approved by a majority of disinterested Directors,
      including a majority of disinterested Independent
    Directors.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                If
      the Board elects to internalize any management services provided by
      the Advisor, neither the Company nor the Partnership shall pay any
      compensation or other remuneration to the Advisor or its Affiliates
      in connection with the internalization
  transaction.

              


      

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        	
                8.8

              	
                Other
      Services.  Should the Board request that the Advisor or
      any Affiliate, or any 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 or such Affiliate or
      other Person, on the one hand, and the Board, including a majority of the
      Independent Directors, 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.

              


      

       

      
        	
                8.9

              	
                Changes to Fee
      Structure.  In the event of Listing, the Company and the
      Advisor shall negotiate in good faith to establish a fee structure
      appropriate for a perpetual-life
entity.

              


      

       

      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, as the
      case may be, for all of the expenses paid or incurred by the Advisor or
      its Affiliates on behalf of the Company or in connection with the services
      provided to the Company (including any expenses paid or incurred by third
      parties engaged by the Advisor to render any portion of such services)
      pursuant to this Agreement, including, but not limited
  to:

              


      

       

      
        	
                 
      

              	
                (A)

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

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      Company shall not reimburse the Advisor to the extent such reimbursement
      would cause the total amount spent by the Company on Organization and
      Offering Expenses (excluding underwriting and brokerage discounts and
      commissions) to exceed 1.5% of Gross Proceeds raised in an Offering as of
      the termination of such Offering;
and

              


      

       

      
        	
                 
      

              	
                (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) exceeding 1.5% of Gross Proceeds raised in such
      Offering;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Acquisition
      Fees and Acquisition Expenses incurred in connection with the selection
      and acquisition of Investments, including such expenses incurred related
      to assets pursued or considered but not ultimately acquired by the
      Company, provided 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 Articles of
    Incorporation;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                Third-party
      due diligence fees of up to 0.5% of the Gross Proceeds as set forth in a
      detailed and itemized invoice;

              


      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    
      	
               
      

            	
              (D)

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

            


    

     

    
      	
               
      

            	
              (E)

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

            


    

     

    
      	
               
      

            	
              (F)

            	
              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;

            


    

     

    
      	
               
      

            	
              (G)

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

            


    

     

    
      	
               
      

            	
              (H)

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

            


    

     

    
      	
               
      

            	
              (I)

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

            


    

     

    
      	
               
      

            	
              (J)

            	
              All
      out-of-pocket expenses associated with a Listing, if applicable, or with
      the issuance and distribution of Shares, such as selling commissions and
      fees, advertising expenses, taxes, legal and accounting fees, listing and
      registration fees, and other Organization and Offering
      Expenses;

            


    

     

    
      	
               
      

            	
              (K)

            	
              Personnel
      and related employment costs incurred by the Advisor or its Affiliates in
      performing the services described in Article 3 hereof, including
      reasonable salaries and wages, benefits and overhead of all employees
      directly involved in the performance of such services, provided that
      no reimbursement shall be made for costs of such employees of the Advisor
      or its Affiliates to the extent that such employees perform services for
      which the Advisor receives Acquisition Fees or Real Estate
      Commissions;

            


    

     

    
      	
               
      

            	
              (L)

            	
              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;

            


    

     

    
      	
               
      

            	
              (M)

            	
              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 or any committee of the
      Board;

            


    

     

    
      	
               
      

            	
              (N)

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

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (O)

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

            


    

     

    
      	
               
      

            	
              (P)

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

            


    

     

    
      	
               
      

            	
              (Q)

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

            


    

     

    
      	
              9.2

            	
              Timing of and Additional
      Limitations on Reimbursements.  Commencing upon the
      earlier to occur of (i) the fifth fiscal quarter after the Company makes
      its first Investment or (ii) six (6) months after the commencement of the
      Company’s initial Offering, expenses incurred by the Advisor on behalf of
      the Company or in connection with the services provided to the Company
      (including any expenses paid or incurred by third parties engaged by the
      Advisor to render any portion of such services) and reimbursable pursuant
      to this Article 9 shall be reimbursed, no less than monthly, to the
      Advisor in the manner and proportion directed by the
      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 three (3) business days after the end of each
      month.

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      Company shall not reimburse the Advisor at the end of any fiscal quarter
      for Operating Expenses that in the four consecutive fiscal quarters then
      ended (the “Expense
      Year”) exceed (the “Excess Amount”) the
      greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for
      such year unless the Independent Directors determine that such excess was
      justified, based on unusual and nonrecurring factors that the Independent
      Directors deem sufficient.  If the Independent Directors do not
      approve such excess as being so justified, the Advisor shall repay to the
      Company any Excess Amount paid to the Advisor during a fiscal
      quarter.  If the Independent Directors determine such excess 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
      Independent Directors, 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 Independent
      Directors considered in determining that such excess expenses were
      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.

            


    

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (B)

            	
              Notwithstanding
      this Article 9, or any other provision in this Agreement seemingly to the
      contrary, Advisor, its Affiliates and agents shall not be required to
      advance for reimbursement (i) any earnest money deposits required in
      connection with any Investments, (ii) any fees, deposits or other amounts
      due to any lender or other Person in order to secure and close any
      financings, (iii) any commissions, fees or other amounts due to any
      brokers or other Persons in connection with any Investments or to any
      third parties retained to help source any financings or (iv) any other
      out-of-pocket pursuit costs incurred to secure, assess and close each
      Investment, such as legal fees and consultant fees for due diligence
      activities including, but not limited to building condition and
      environmental assessments and reports.  Any such amounts shall
      be funded when due by the Company directly in accordance with the
      agreement or agreements requiring the payment of such
      amounts.  The Company’s obligation to fund all such amounts
      shall apply whether the agreements requiring the payment of such amounts
      are executed in the name of the Company, the Advisor or any of its
      Affiliates or agents.

            


    

     

    Article
10

    Relationship
of the Advisor and the Company; Other Activities of the Advisor

     

    
      	
              10.1

            	
              Relationship.  The
      Company and the 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. Nothing herein contained shall prevent the
      Advisor or any of its Affiliates from engaging in or earning fees from
      other activities, including the rendering of advice to other Persons
      (including other REITs) and the management of other programs advised,
      sponsored or organized by the Advisor or any of its Affiliates; nor shall
      this Agreement limit or restrict the right of any manager, director,
      officer, member, partner, employee or equity holder of the Advisor or any
      of its 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 could create a conflict of interest between the Advisor’s
      obligations to the Company and its obligations to or its interest in any
      other Person.

            


    

     

    
      	
              10.2

            	
              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.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
              10.3

            	
              Investment
      Opportunities.  The Advisor shall be required to use
      commercially reasonable efforts to present a continuing and suitable
      investment program in Targeted Assets to the Company that is consistent
      with the investment policies and objectives of the Company.  So
      long as the Advisor acts in its capacity under this Agreement, nothing
      herein contained shall prevent the Advisor or any of its Affiliates from
      engaging in or earning fees from other activities, including the
      acquisition of any investment that is directly competitive with the
      Company’s strategy, the rendering of advice to other Persons (including
      other REITs) and the management of other programs advised, sponsored or
      organized by the Advisor or its Affiliates; nor shall this Agreement limit
      or restrict the right of any director, officer, member, partner, employee
      or stockholder of the Advisor or any of its Affiliates to engage in or
      earn fees from any other business or to render services of any kind to any
      other Person and earn fees for rendering such services; provided, however, that
      the Advisor must devote sufficient resources (directly or through third
      parties retained for such purposes) to the Company’s business to discharge
      its obligations to the Company under this Agreement.  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.

            


    

     

    The
Advisor shall report to the Board the existence of any condition or
circumstance, existing or anticipated, of which it has knowledge, which creates
or could create a conflict of interest between the Advisor’s obligations to the
Company and its obligations to or its interest in any other
Person.  If the Advisor, Director or Affiliates thereof have sponsored
other investment programs with similar investment objectives which have
investment funds available at the same time as the Company, the Advisor shall
inform the Board of the method to be applied by the Advisor in allocating
investment opportunities among the Company and competing investment entities and
shall provide regular updates to the Board of the investment opportunities
provided by the Advisor to competing programs in order for the Board (including
the Independent Directors) to fulfill its duty to ensure that the Advisor and
its Affiliates use their reasonable best efforts to apply such method fairly to
the Company.

     

    Article
11

    The
American Realty Capital and ARC Names

     

    
      	
              11.1

            	
              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” and
      “ARC.”  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” and “ARC,” a non-transferable, non-assignable,
      non-exclusive royalty-free right and license to use the names “American
      Realty Capital” and “ARC” 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” or “ARC,” 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” and “ARC” 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” or “ARC” 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, service marks or
      other marks necessary to remove any references to any of the names
      “American Realty Capital” or “ARC.”  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” or “ARC” 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” or “ARC” licensed
      hereunder or the use thereof (including without limitation as to whether
      the use of the name “American Realty Capital” or “ARC” 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” or
“ARC.”

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Article
12

    Term
and Termination of the Agreement

     

    
      	
              12.1

            	
              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
      Independent Directors) 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 a majority of the Independent
  Directors.

            


    

     

    
      	
              12.2

            	
              Termination by Either
      Party.  This Agreement may be terminated upon 60 days’
      written notice without cause or penalty by either the Company (with the
      consent of a majority of the Independent Directors) or the
      Advisor.  The provisions of Articles 1, 11, 12, 14 and 15 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.

            


    

     

    
      	
              12.3

            	
              Payments to and Duties of the
      Advisor Upon Termination.

            


    

     

    
      	
               
      

            	
              (A)

            	
              Amounts
      Owed.  After the Termination Date, the Advisor shall be
      entitled to receive from the Company or the Partnership within thirty
      (30) days after the effective date of such termination all amounts
      then accrued and owing to the Advisor, including all its interest, if any,
      in the Company’s income, losses, distributions and capital by payment of
      an amount equal to the then-present fair market value of the Advisor’s
      interest, if any, subject to the 2%/25% Guidelines to the extent
      applicable.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Advisor’s
      Duties.  The Advisor shall promptly upon termination of
      this Agreement:

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

            	
              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;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              deliver
      to the Board all assets, including all Investments, and documents of the
      Company and the Partnership then in the custody of the Advisor;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              cooperate
      with the Company and the Partnership to provide an orderly management
      transition.

            


    

     

    Article
13

    Assignment

     

    This
Agreement may be assigned by the Advisor to an Affiliate with the consent of the
Independent Directors.  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. The
Advisor may assign any rights to receive fees or other payments under this
Agreement to any Person without obtaining the approval of the
Board.

     

    Article
14

    Indemnification
and Limitation of Liability

     

    
      	
              14.1

            	
              Indemnification.  Except
      as prohibited by the restrictions provided in this Section 14.1, Section
      14.2 and Section 14.3, the Company shall indemnify, defend and hold
      harmless the Advisor, Lincoln and their respective Affiliates, as well as
      their respective officers, directors, equity holders, members, partners,
      managers and employees, from all liability, claims, damages or losses
      arising in the performance of their duties hereunder or under any services
      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 Lincoln 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, Lincoln or their
respective Affiliates, or their respective officers, directors, equity holders,
members, partners, managers 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 SEC 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.

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      	
              14.2

            	
              Limitation on
      Indemnification.  Notwithstanding the foregoing, the
      Company shall not provide for indemnification of the Advisor, Lincoln or
      their respective Affiliates or of their respective officers, directors,
      equity holders, members, partners, managers 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 or one of its Affiliates or Lincoln or one of its 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 or one of Affiliates or Lincoln or one of its 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 or one of its Affiliates or Lincoln or one of its Affiliates, as
      applicable.

            


    

     

    
      	
              14.3

            	
              Limitation on Payment of
      Expenses.  The Company shall pay or reimburse reasonable
      legal expenses and other costs incurred by any of the Advisor or its
      Affiliates or Lincoln or its Affiliates, as applicable, or by any of their
      respective officers, directors, equity holders, members, partners,
      managers and employees, in advance of the final disposition of a
      proceeding.  Such expenses shall be paid with respect to the
      Advisor or its Affiliates or Lincoln or its Affiliates, as applicable, or
      any of their respective officers, directors, equity holders, members,
      partners, managers and employees only if (in addition to any applicable
      procedures required by the MGCL) 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.

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Article
15

    Miscellaneous

     

    
      	
              15.1

            	
              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 15.1), (c) sent by a
      nationally-recognized overnight courier service, or (d) sent by certified
      or registered mail (postage prepaid, return receipt requested), to the
      address of such party set forth
herein.

            


    

     

    
      	
               
      

            	
              To
      the Company:

            	
              American
      Realty Capital – Retail Centers of America,
Inc.

            


    

    405 Park
Avenue

    New York,
New York 10022

    Attention:
William Kahane, President

    Facsimile:
(212) 421-5799

    


    With a
copy to:

    


    Proskauer
Rose LLP

    1585
Broadway

    New York,
New York 10036

    Attention:  Peter
Fass, Esq.

    Attention:  James
Gerkis, Esq.

    Facsimile:  (212)
969-2900

    


    To the
Advisor:                                 American
Realty Capital Retail Advisor, LLC

    405 Park
Avenue

    New York,
New York 10022

    Attention:
William Kahane, President

    Facsimile:
(212) 421-5799

    


    With a
copy to:

    


    Proskauer
Rose LLP

    1585
Broadway

    New York,
New York 10036

    Attention:  Peter
Fass, Esq.

    Attention:  James
Gerkis, Esq.

    Facsimile:
(212) 969-2900

    


    Any party
may at any time give Notice in writing to the other parties of a change in its
address for the purposes of this Section 15.1.

     

    
      	
              15.2

            	
              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.

            


    

     

    
      	
              15.3

            	
              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.

            


    

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
              15.4

            	
              Third Party
      Beneficiary.  The terms and provisions of this Agreement
      are intended solely for the benefit of each party hereto, their Affiliates
      and their respective successors and permitted assigns, and it is not the
      intention of the parties to confer third-party beneficiary rights upon any
      other Person; except with respect to the benefits conferred upon or
      derived by Lincoln and its Affiliates and their respective successors and
      assigns under Articles 9, 13 and 14. Lincoln, its
      Affiliates and their respective successors and assigns shall have all
      rights, remedies, powers and privileges provided in such Articles and
      shall have the right to directly seek enforcement of such rights,
      remedies, powers and privileges under this Agreement. Neither the
      failure nor any delay on the part of Lincoln, its Affiliates or their
      respective successors and assigns 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.  Copies of any Notice delivered in
      accordance with Section 15.1 of this Agreement shall be (a) delivered in
      person, (b) sent by facsimile transmission, (c) sent by a
      nationally-recognized overnight courier service, or (d) sent by certified
      or registered mail (postage prepaid, return receipt requested), to Lincoln
      at the following address:

            


    

     

    Lincoln
Retail REIT Services, LLC

    2000
McKinney Avenue

    Suite
1000

    Dallas,
Texas 75201

    Facsimile:  (214)
740-3313

    Attention:  Mr.
Robert Dozier

    Attention:  Mr.
Gregory S. Courtwright

     

    with a
copy to:

    


    Greenburg
Traurig, LLP

    200 Park
Avenue

    New York,
NY 10166

    Telephone:
(212) 801-9330

    Facsimile:
(212) 805-9330

    Attention:  Judith
D. Fryer, Esq.

     

    
      	
              15.5

            	
              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.

            


    

     

    
      	
              15.6

            	
              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.

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      	
              15.7

            	
              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.

            


    

     

    
      	
              15.8

            	
              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.

            


    

     

    
      	
              15.9

            	
              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.

            


    

     

    
      	
              15.10

            	
              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 signatures pages or
      counterparts hereof, individually or taken together, shall bear the
      signatures of all of the parties reflected hereon as the
      signatories.

            


    

    


    [The
remainder of this page is intentionally left blank.

    Signature
page follows.]


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


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

    


    
      
        
          
            
              	 
      	
                      AMERICAN
      REALTY CAPITAL – RETAIL

                      CENTERS
      OF AMERICA, INC.

                    
	 
      	 
      	 
      
	 
      	
                      By:
      

                    	
                       

                    	
                       

                    
	 
      	
                      Name:
      William Kahane

                    
	 
      	
                      Title:
      President

                    


            

          

        

      

    

    


    
      
        
          
            
              	 
      	
                      AMERICAN
      REALTY CAPITAL RETAIL

                      ADVISOR,
      LLC

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      American
      Realty Capital Retail Special Limited Partnership, LLC, Its
      Member

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      American
      Realty Capital IV, LLC,

                    
	 
      	 
      	
                      Its
      Managing Member

                    
	 
      	 
      	 
      
	 
      	
                      By:
      

                    	
                       

                    	  
      
	 
      	
                      Name:
      Nicholas S. Schorsch

                    
	 
      	
                      Title:
      Authorized
Signatory