FOURTH AMENDED AND RESTATED

INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT


 


This FOURTH AMENDED
AND RESTATED INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT (this “Agreement”) is dated as of April 4, 2013, by
and among American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation (“ARC DNAV”), American
Realty Capital Properties, Inc., a Maryland corporation (“ARCP”), American Realty Capital IV, Inc., a Maryland
corporation (“ARCT IV”) and American Realty Capital Trust V, Inc., a Maryland corporation (“ARCT V”
and together with ARCP, ARC DNAV and ARCT IV, will be known hereafter as, the “ARC Funds”).


 


WHEREAS, each ARC Fund
is a public real estate investment trust sponsored by AR Capital, LLC, a Delaware limited liability company (“AR Capital”),
or its Affiliates;


 


WHEREAS, ARCP is externally
managed and advised by ARC Properties Advisors, LLC, a Delaware limited liability company (“ARCP’s Advisor”),
pursuant to that certain Amended and Restated Management Agreement, dated as of February 28, 2013, as amended from time to time,
by and among ARCP and ARCP’s Advisor;


 


WHEREAS, ARC DNAV is
externally managed and advised by American Realty Capital Advisors II, LLC, a Delaware limited liability company (“ARC
DNAV’s Advisor”), pursuant to that certain Advisory Agreement, dated as of August 15, 2011, as amended from time
to time, by and among ARC DNAV, ARC DNAV’s Advisor, and American Realty Capital Operating Partnership II, L.P.;


 


WHEREAS, ARCT IV is
externally managed and advised by American Realty Capital Advisors IV, LLC, a Delaware limited liability company (“ARCT
IV’s Advisor”), pursuant to that certain Amended and Restated Advisory Agreement, dated as of November 12, 2012,
by and among ARCT IV, American Realty Capital Operating Partnership IV, L.P. and ARCT IV’s Advisor;


 


WHEREAS, ARCT V is
externally managed and advised by American Realty Capital Advisors V, LLC, a Delaware limited liability company (“ARCT
V’s Advisor” and together with ARCP’s Advisor, ARC DNAV’s Advisor and ARCT IV’s Advisor, the
“ARC Fund Advisors”), pursuant to that certain Advisory Agreement, to be dated upon the effectiveness of ARCT
V’s initial public offering with the SEC, by and among ARCT V, American Realty Capital Operating Partnership V, L.P. and
ARCT V’s Advisor;


 


WHEREAS, each of ARC
DNAV’s Advisor, ARCP’s Advisor, ARCT IV’s Advisor and ARCT V’s Advisor are, directly or indirectly, wholly
owned by AR Capital or its Affiliates;


 


WHEREAS, each ARC Fund
has invested in, or may in the future invest in, the Proposed Property Acquisitions (as defined in Schedule I hereto) and ARCP
shall solely be a party to this Agreement with respect to such Proposed Property Acquisitions; and


 


WHEREAS, the ARC Funds
wish to delineate their respective rights and obligations with respect to each other in connection with investing in the Proposed
Property Acquisitions.


 






    	 



    	 



    

 


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


 


ARTICLE I

INVESTMENT OPPORTUNITIES


 


1.1Investment
Allocation.


 


(a)The parties hereto
agree that, during the term of this Agreement, (1) until such time as ARCT IV has substantially completed its property acquisitions
(subject to the concentration exception described in this paragraph of Section 1.1(a)), ARCT IV shall have priority over
any other ARC Fund to Proposed Property Acquisitions, except as may otherwise be agreed upon between the board of directors of
the ARC Funds, and (2) after such time as ARCT IV has substantially completed its property acquisitions, if any ARC Fund Advisor
determines that one or more Proposed Property Acquisition is appropriate for its ARC Fund, and assuming each ARC Fund has sufficient
capital to support such Proposed Property Acquisition, such Proposed Property Acquisition shall be submitted to the board of directors
of each ARC Fund for a vote on whether to pursue such Proposed Property Acquisition. If the board of directors of more than one
ARC Fund approves to pursue such Proposed Property Acquisition, the acquisition of such properties shall be allocated as set forth
immediately below. Notwithstanding the foregoing, any priority to Proposed Property Acquisitions allocated to ARCT IV hereby will
be lifted in cases in which a proposed acquisition would overly concentrate ARCT IV in a particular industry, geographical region
or tenant.


 


For purposes of illustration
only, assuming ARCP and ARC DNAV elect to pursue the Proposed Property Acquisition in accordance with this Section, and the last
property acquired by ARC DNAV closed on July 1, 2013, and by ARCP closed on June 1, 2013, (i) if one property is available, ARCP
shall be entitled to purchase such property, (ii) if two properties are available, ARC DNAV and ARCP shall each be able to purchase
one property, and (iii) if three or more properties are available, ARCP shall be entitled to purchase two properties and ARC DNAV
shall purchase the other property. Assuming further that ARC DNAV and ARCP each last purchased a property on May 1, 2013, the ARC
Fund with the smallest property portfolio based on gross purchase price shall be entitled to purchase the property. The decision
with respect to the specific properties to be acquired by each ARC Fund shall be agreed upon by the ARC Fund Advisors of such ARC
Funds.


 


(b)If any ARC Fund
that elects to pursue the Proposed Property Acquisitions in accordance with Section 1.1(a) has sufficient capital to acquire
all such proposed properties, the acquisition of such properties shall be allocated as follows: (i) if the ARC Funds pursuing such
Proposed Property Acquisitions is greater than the number of properties available, in chronological order starting with the ARC
Fund that has not acquired a property for the longest period of time or (ii) if the number of Proposed Property Acquisitions is
equal to or greater than the number of ARC Funds pursuing such acquisitions and (A) the number of properties being acquired is
divisible by the number of ARC Funds participating in such acquisitions to a whole number, equally among all such ARC Funds or
(B) the number of properties being acquired is not divisible by the number of ARC Funds participating in such acquisitions to a
whole number, first equally among all such ARC Funds to the extent possible, and then in chronological order starting with the
ARC Fund that has not acquired a property for the longest period of time.


 






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(c)If any ARC Fund
that elects to pursue the Proposed Property Acquisitions in accordance with Section 1.1(a) has sufficient capital to acquire some,
but not all, the properties allocated to it pursuant to Section 1.1(b), the ARC Fund with sufficient capital shall be entitled
to purchase the remaining properties.


 


(d)The decision with
respect to the specific properties to be acquired by each ARC Fund pursuant to this Section 1.1 shall be agreed upon by the ARC
Fund Advisors of such ARC Funds. With respect to any allocation of properties pursuant to this Section 1.1 based on the chronological
order starting with the ARC Fund that has not acquired a property for the longest period of time, if the ARC Funds last acquired
a property on the same date, the allocation of such Proposed Property Acquisitions shall be to the ARC Fund with the smallest property
portfolio based on gross purchase price.


 


ARTICLE II

MISCELLANEOUS


 


2.1Definitions.
Capitalized terms used herein without definition have the meanings ascribed to them in Schedule I hereto.


 


2.2Termination.
This Agreement shall terminate, with respect to a specific ARC Fund, on the earlier of the date on which (i) the Advisory Agreement
that such ARC Fund is party to terminates or expires in accordance with its terms and (ii) the ARC Fund Advisor for such ARC Fund
is no longer majority owned and controlled by AR Capital or its Affiliates.


 


2.3Notices.
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered against receipt
or upon actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by facsimile
transmission with telephonic confirmation or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below (or to such other address as may be hereafter notified by the respective parties hereto in accordance
with this Section 2.3):


 


	ARC DNAV:	American Realty Capital Daily Net Asset Value Trust, Inc.

405 Park Avenue

New York, New York 10022

Attention:  Edward M. Weil, Jr.

Fax: (212) 421-5999
	with a copy to:	Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Attention:  Peter M. Fass, Esq.

Fax: (212) 969-2900



 






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	ARCP:	American Realty Capital Properties, Inc.

405 Park Avenue

New York, New York 10022

Attention:  Edward M. Weil, Jr.

Fax: (212) 421-5999
	with a copy to:	Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Attention:  Peter M. Fass, Esq.

Fax: (212) 969-2900
	
 ARCT IV:	American Realty Capital Trust IV, Inc.

405 Park Avenue

New York, New York 10022

Attention:  Edward M. Weil, Jr.

Fax: (212) 421-5999
	with a copy to:	Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Attention:  Peter M. Fass, Esq.

Fax: (212) 969-2900
	ARCT V:	American Realty Capital Trust V, Inc.

405 Park Avenue

New York, New York 10022

Attention:  Edward M. Weil, Jr.

Fax: (212) 421-5999
	with a copy to:	Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Attention:  Peter M. Fass, Esq.

Fax: (212) 969-2900


2.4Binding Nature
of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors and assigns as provided herein.


 


2.5Integration.
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.


 






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2.6Amendments;
Waivers. This Agreement and the terms hereof may not be amended, supplemented or modified except in an instrument in writing
executed by the parties hereto. No waiver of any term or condition hereof or obligation hereunder shall be valid unless made in
writing and signed by the party to which performance is due.


 


2.7GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF
THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.


 


2.8WAIVER OF
JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 


2.9No Waiver;
Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


 


2.10Section
Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed
to alter or affect the interpretation of any provisions hereof.


 


2.11Counterparts.
This Agreement may be executed (including by facsimile transmission) by the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 






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2.12Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


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


 


	 	American Realty Capital PROPERTIES, Inc.
	 	 
	 	 
	 	By: 	/s/ Edward M. Weil, Jr.
	 	 	Name:  Edward M. Weil, Jr.
	 	 	Title:    President


 


	 	American Realty Capital Daily Net Asset Value Trust, Inc.
	 	 
	 	 
	 	By: 	/s/ Edward M. Weil, Jr.
	 	 	Name:  Edward M. Weil, Jr.
	 	 	Title:    President


 


	 	American Realty Capital Trust IV, Inc.
	 	 
	 	 
	 	By: 	/s/ Edward M. Weil, Jr.
	 	 	Name:  Edward M. Weil, Jr.
	 	 	Title:    President


 


	 	American Realty Capital Trust V, Inc.
	 	 
	 	 
	 	By: 	/s/ Edward M. Weil, Jr.
	 	 	Name:  Edward M. Weil, Jr.
	 	 	Title:    President


 






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Schedule I


 


“Affiliate” means, with respect to a specified
Person, any Person directly or indirectly controlling, controlled by, or under common control with the specified Person.


 


“Person” means any individual, general partnership,
limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association and
the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so permits.


 


“Proposed Property Acquisition” means any
freestanding, single-tenant real estate assets net leased to investment grade and other creditworthy tenants with a lease duration
of 10 or more years.


 


 



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