Unassociated Document



Exhibit 10.15



    
      PURCHASE AND SALE
AGREEMENT

      


      THIS PURCHASE AND SALE AGREEMENT (this
“Agreement”) is
entered into as of the 1st day of October, 2010, by and between BLEECKER
STREET CONDO, LLC, 382/384 BLEECKER, LLC, 382/384 PERRY RETAIL, LLC and BCS 387
LLC, each a Delaware limited liability company duly authorized to transact
business in the State of New York, each having an address c/o Beck Street
Capital, LLC, 100 Vandam Street, 4th Floor,
New York, New York 10013 (collectively, “Seller”), and
AMERICAN REALTY CAPITAL III, LLC, a Delaware limited liability company
authorized to transact business in the State of New York, having an address at
405 Park Avenue, 15th Floor,
New York, New York 10022 (“Purchaser”), and/or
Purchaser’s permitted successors and assigns.

      


      WITNESSETH:

      


      In consideration of the mutual promises
and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby mutually
acknowledged, Seller and Purchaser covenant and agree as follows:

      


      Article
1.  Property.

      


      1.1           Property. Seller
shall sell and convey to Purchaser, and Purchaser shall purchase from Seller,
upon the terms, covenants and conditions hereinafter set forth, all of Seller’s
right, title and interest in and to (i) the portfolio of six (6) retail
condominium units more particularly described on Exhibit A attached
hereto (collectively, the “Units”), all as shown
on the floor plans for the Units, as set forth in the Declarations (as set forth
in Exhibit B)
therefor, the said Units together with the common elements appurtenant to each
such Unit (the “Common
Interest”) (as more particularly described on Exhibit A attached
hereto) (collectively, the “Premises”); (ii) the
leases in effect with respect to the Units, a true and complete schedule of
which leases is attached hereto as Schedule A
(collectively the “Leases”); and (iii)
any equipment or fixtures attached or appurtenant to the Units, to the extent
owned by Seller and not owned by the condominium associations (collectively, the
“Condominiums”)
or by any of the tenants of the Units (each, a “Tenant” and
collectively, the “Tenants”, as the
context requires), all in their presently existing “as is” condition and state
of repair on the date hereof, subject to reasonable wear and tear between the
date hereof and Closing Date (as hereinafter defined) (collectively, the “Fixtures”).  All
of the foregoing, including the Units, the Leases and the Fixtures, shall
collectively be referred to herein as the “Property”.


      


      
        	
                 
      

              	
                Article
      2.  Purchase Price;
      Acceptable Funds.

              


      

      


      2.1           The
purchase price for the Property is THIRTY FOUR MILLION and 00/100 DOLLARS
($34,000,000.00), plus the aggregate amount of Purchaser’s Closing Costs (as
provided in Article
10 herein) (together the “Purchase Price”), and
is payable by Purchaser as follows:

      


      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (a)           THREE
MILLION FOUR HUNDRED THOUSAND and 00/100 DOLLARS ($3,400,000.00) as a
downpayment toward the Purchase Price (“Downpayment”), made
on the date of this Agreement, by official bank, certified or attorney trust
account check payable to the order of, or by wire transfer to, “Chicago Title
Insurance Company, as Escrow Agent” (“Escrow Agent”), which
Downpayment shall be held and disbursed by Escrow Agent pursuant to the further
terms and conditions of this Agreement; and

      


      (b)           The
balance of the Purchase Price, in an amount equal to the difference between the
Purchase Price and the Downpayment, subject to adjustment as provided for herein
(the “Balance”)
on the Closing Date, at Seller’s election, by (i) official bank, certified or
cashier’s check, unendorsed and payable to the order of Seller or as Seller may
direct; or (ii) wire transfer of immediately available Federal funds to an
account or accounts designated by Seller (either being “Good
Funds”).

      


      (c)           In
no event shall Seller be required to accept any attorney escrow account checks
or any uncertified checks of Purchaser for amounts exceeding $10,000.00, in the
aggregate.

      


      (d)           Purchaser,
if request is made by Seller, shall provide Good Funds at Closing in such
amounts as directed by Seller (not to exceed the Balance in the aggregate),
payable as directed by Seller, which aggregate amount shall be credited against
the Balance.

      


      (e)           The
Purchase Price shall be allocated among the Units as set forth on Schedule E attached
hereto.


      


      
        	
                 
      

              	
                Article
      3.  Closing.

              


      

      


      3.1           (a)           The
closing of title to the Property (the “Closing”) shall take
place at the offices of Seller’s counsel, Alter Mantel, LLP, 90 Park Avenue,
35th
Floor, New York, New York 10016, at 10:00 A.M., on or before December 1, 2010,
TIME
BEING OF THE ESSENCE with respect to Purchaser’s obligation to close on
such date and at such time (the “Scheduled Closing
Date”).  The date on which the Closing shall occur shall be
referred to herein as the “Closing
Date”.

       

      (b)           Notwithstanding
the foregoing or anything to the contrary contained herein, without limiting the
rights of Seller in Section 5.3 below, Seller shall be permitted to extend the
Closing from time to time to a date which is later than the Scheduled Closing
Date, by written notice to Purchaser; provided, however, that Seller may not,
subject to the provisions of Section 5.3 below, adjourn the Closing beyond
December 22, 2010, TIME BEING OF THE ESSENCE
with respect to Seller’s obligation to close on or before such date and time
(the “Seller’s Outside
Closing Date”).

      


       

      


       


      
        
           


        

        
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      3.2           Notwithstanding
anything to the contrary contained herein, if Purchaser shall finance any
portion of the Purchase Price, and if Purchaser’s lender shall so require, the
Closing shall occur at the offices of Purchaser’s lending institution, or its
counsel, in New York City or Nassau or Suffolk county.  Nothing herein
contained shall be deemed to create a financing contingency or to condition
Purchaser’s obligations hereunder on Purchaser’s ability to obtain financing,
and this shall be deemed to be an “all cash” transaction.

      


      3.3           This
shall be an “all or nothing” Agreement, and Seller shall be obligated to sell
all of the Units constituting the Premises to Purchaser, and Purchaser shall be
obligated to purchase all of the Units constituting the Premises from Seller,
subject to the further terms and conditions of this Agreement.  In the
event that Seller shall fail to sell all or any one (1) of the Units, Seller
shall be in default of this Agreement, subject to the further terms and
conditions hereof.  In the event that Purchaser shall fail to purchase
all or any one (1) of the Units, Purchaser shall be in default of this
Agreement, subject to the further terms and conditions hereof. Additionally, the
obligation on the part of Seller and Purchaser to close hereunder is expressly
conditioned upon Seller and Purchaser closing the sale and purchase of all of
the Units simultaneously.   Notwithstanding the foregoing or
anything to the contrary, in the event Seller is unable to convey title to any
one (1) Unit in accordance with the provisions of this Agreement and does not
elect to remedy any Objection(s), as such term is hereinafter defined, with
respect to said Unit, Seller shall promptly so notify Purchaser and Purchaser
shall within the earlier of the Closing Date or five (5) business days after
Seller’s notification have the right to elect to purchase the remaining Units
for a purchase price equal to the aggregate of the allocated Purchase Price for
said Units as set forth in Schedule E hereof.  For purposes of this
Section 3.3, Units A and C occupied by Marc Jacobs International LLC shall be
treated as one Unit.

      


      Article
4.  Permitted
Exceptions.

      


      4.1           The
Property shall be sold and conveyed, and Purchaser shall accept title to the
Property, subject to the following matters (collectively, the “Permitted
Exceptions”):

      


      (a)           The
covenants, easements, reservations, restrictions and agreements of record
affecting the Property shown on Exhibit B and any
additional covenants, easements, reservations, restrictions and agreements of
record filed after the date hereof, including without limitation, amendments to
the Declarations and/or other documents relating the Condominium, provided such
additional matters (i) do not prohibit the current use and occupancy of the
Property; (ii) do not render title to the Property uninsurable at regular rates;
(iii) do not impose any additional monetary obligation on Purchaser; or (iv)
require the removal of any part of the improvements constituting the
Property.  Notwithstanding the foregoing, Seller shall not permit any
additional covenants, easements, reservations, restrictions or agreements to be
filed against the Property without first obtaining Purchaser’s prior written
consent, which consent may be granted or withheld in Purchaser’s sole and
absolute discretion ;

      


      (b)           Any
and all present and future laws, regulations, restrictions, requirements,
ordinances, resolutions and orders affecting the Property, including, without
limitation, any laws relating to zoning, building, environmental protection and
the use and occupancy of the Property, provided same do not (i) prohibit the
current use and occupancy of the Property; or (ii) require the removal of any
part of the improvements constituting the Property;


      
        
           


        

        
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      (c)           Real
estate taxes that are a lien, but are not yet due and payable, subject to
adjustment at Closing, as provided for herein;

      


      (d)           Grants
made prior to the date hereof of licenses or easements or other rights in favor
of any public or private utility company or governmental entity for, or
pertaining to, utilities, sewers, water mains or drainage, whether or not of
record, provided same do not (i) prohibit the current use and occupancy of the
Property (ii) render title to the Property uninsurable at regular rates, or
(iii) require the removal of any part of the improvements constituting the
Property, including without limitation that certain unrecorded easement dated
April 7, 1975 between Pierre Moulin and Manhattan Cable Television, Inc.
affecting the Unit located at 367-369 Bleecker Street, New York, New
York.  A copy of the aforesaid unrecorded easement is attached hereto
as Exhibit
I.

      


      (e)           Any
state of facts or physical condition which a current accurate survey or physical
inspection of the Premises would disclose, provided same does not require the
removal of any part of the improvements constituting the Property;

      


      (f)           Street
vaults and coal chutes, if any;

      


      (g)           Consents
by the Boards of Managers of the Condominiums (collectively, the “Board of Managers”),
or any former owner of the Property, for the erection of any structure or
structures on, under or above any street or streets on which the Property may
abut, provided same do not (i) render title to the Property uninsurable at
regular rates or (ii) require the removal of any part of the improvements
constituting the Property;

      


      (h)           Power
of Attorney to the members of the Board of Managers, and to their successors in
office;

      


      (i)           The
lien of any unpaid common charges, real estate taxes, water charges or sewer
rents, subject to adjustment as hereinafter provided;

      


      (j)           The
lien of any unpaid assessments payable in installments (other than assessments
levied by the Board of Managers), except that Seller shall pay all such
installments due prior to the Closing Date and Purchaser shall pay all such
installments due from and after the Closing Date;

      


      (k)           The
Leases;

      


      (l)           Violations
of laws, regulations, ordinances, orders or requirements, if any, noted in or
issued prior to, on or subsequent to the date hereof by any governmental or
municipal department, bureau, agency  or authority having jurisdiction
over the Property and any conditions constituting such violations although not
so noted or issued (collectively, the “Violations”),
provided however, Seller shall pay on or
prior to Closing all fines, fees, penalties, interest and/or other charges
imposed with respect to the Violations;


      
        
           


        

        
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      (m)           Any
other matters that would constitute Objections (as defined in Section 5.1 hereof)
and with respect to which the Title Company (as hereinafter defined) certifies
that it will insure title to the Property free of such Objections or provides
affirmative insurance with respect to same, at regular rates without the payment
of additional premiums; and

      


      (n)           The
standard printed exceptions appearing on the jacket of the title insurance
commitment issued by the Title Company.

      


      4.2           The
Permitted Exceptions shall not constitute grounds for objection by Purchaser,
and Seller shall have no obligation to remove any Permitted Exception as a
condition to Purchaser’s obligation to purchase the Property in accordance with
this Agreement, except as otherwise expressly set forth in this
Agreement.

      


      Article
5.  State of Title;
Objections.

      


      5.1           Purchaser,
at Purchaser’s sole cost and expense, (subject to Article 10 herein),
shall secure a title report for the Property from Chicago Title Insurance
Company or any other reputable title insurance company (or abstract company)
selected by Purchaser which is licensed to conduct business in the State of New
York (the “Title
Company”), within twenty (20) days after the date of this
Agreement.  The Title Company shall be given instructions to provide a
copy of the title report, and all searches made in connection therewith,
simultaneously to the attorney for Seller.  A copy of the title report
delivered to Seller’s attorney shall constitute Purchaser’s notice of title
defects with respect to the matters set forth therein which are not Permitted
Exceptions (“Objections”).

      


      5.2           If
Seller either is unable to convey title to the Property in accordance with the
provisions of this Agreement, or does not elect to remedy any Objection(s),
Seller shall promptly so notify Purchaser in writing, and Purchaser shall have
the right to elect either (a) to accept such title as Seller is able to convey,
without any reduction of the Purchase Price or any other credit or abatement on
account thereof or (b) to terminate this Agreement and receive a refund of the
Downpayment.  Purchaser shall make its election between clauses (a)
and (b) of the immediately preceding sentence by written notice to Seller given
not later than the tenth (10th)
business day after Seller gives written notice to Purchaser of its inability or
unwillingness to remove any Objection(s).  If Purchaser shall fail to
give such notice as aforesaid, then Purchaser shall be deemed to have elected
clause (a) above.  Notwithstanding the foregoing provisions of this
Article 5, (i)
all judgments and federal, state and municipal tax liens and other liens which
are in liquidated amounts as of the Closing Date caused by and filed against the
Seller and all mechanics’ liens filed against the Property relating to work
performed or alleged to be performed at the Property at Seller’s request shall
be satisfied or discharged by Seller on or prior to the Closing Date, provided
that Seller shall not be required to expend more than Five Hundred Thousand
Dollars ($500,000.00) in the aggregate to effect same; and (ii) all mortgages
recorded against the Property for money borrowed by Seller shall be satisfied by
Seller.


      
        
           


        

        
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      5.3           In
the event Seller is unable (as opposed to unwilling) to remedy the Objections
prior to the Closing Date, Seller shall be entitled to one (1) or more
adjournments of the Closing Date for an aggregate period not to exceed thirty
(30) days.  Purchaser’s obligations under this Agreement shall remain
in full force and effect during any such adjournment period.  If
Seller fails to remedy any Objection(s) prior to the date which is the Seller’s
Outside Closing Date, time being of the
essence, then Purchaser may elect, in Purchaser sole and absolute
discretion, to allow Seller an additional thirty (30) days to remedy the
Objection(s) (the “Objection Extension
Period”), in which event Seller shall use Seller’s good faith efforts
(and shall keep Purchaser apprised of Seller’s progress) to remedy the
Objection(s) prior to the expiration of the Objection Extension
Period.  If Purchaser does not grant the Objection Extension Period
or, in the event that Seller is unable (as opposed to unwilling) to remedy the
Objections prior to the termination of the Objection Extension Period (if so
granted by Purchaser), then the provisions of the preceding Section 5.2 shall be
applicable, and Seller shall be deemed to have elected not to remedy any
Objection(s).

      


      5.4           Notwithstanding
anything to the contrary contained herein, and provided the amount required to
remove any Objection(s) does not exceed the Purchase Price, at Closing, Seller,
in Seller’s discretion, shall be permitted to (i) use any portion of the Balance
to remove or discharge any Objection(s) or (ii) deposit with the Title Company
monies (which may include a portion of the Purchase Price) and/or documents
sufficient to effect the issuance of title insurance in favor of Purchaser free
of any Objection(s), or with affirmative insurance against the enforcement or
collection of any Objection(s) against the Property, and Purchaser shall accept
title to the Property with such insurance and/or affirmative
coverage.  If written request is made by Seller or Seller’s attorneys
not less than two (2) business days prior to the Closing, Purchaser shall, in
accordance with the provisions of Article 2 hereof,
deliver separate checks, or wire funds to separate accounts, aggregating the
amount of the Balance, to facilitate the removal and discharge of any
Objection(s) and the discharge of Seller’s other monetary obligations under this
Agreement or as otherwise required by Seller.

      


      5.5           If
any matter not revealed in the initial title report is discovered by the Title
Company and is added to the title report by the Title Company at or prior to
Closing and same constitutes an Objection, Purchaser shall have until the
earlier of (i) two (2) business days after the Purchaser’s receipt of the
updated, revised title report showing the new title exception, together with a
legible copy of any such new matter, or (ii) the date of Closing, to provide
Seller with written notice of its objection to any such new title
exception.

      


      Article
6.  Responsibility for
Violations.

      


      6.1           Purchaser
shall acquire the Property subject to all Violations except that Seller shall
pay at or before the Closing, any and all fines, fees, penalties, interests
and/or charges imposed with respect thereto through the Closing
Date.

      


      


      



      
        
           


        

        
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      Article
7.  Condition of the
Property.

      


      7.1           Purchaser
acknowledges that it has inspected the Property, is fully
familiar with the physical condition and state of repair thereof, and shall
accept the Property “as is”, “where is”, as of the date of this Agreement
and without any material changes with respect thereto between the date
hereof and the Closing Date, except those changes permitted or required to be
made by the Tenants under the current terms of the Leases .

      


      7.2           Purchaser
acknowledges that it has made, or will make, such examination of the Property,
the operations, income and expenses of the Property and such other matters
affecting or relating to the Property and this transaction, as Purchaser deems
necessary prior to the execution and delivery of this Agreement. Purchaser hereby acknowledges and
declares reliance solely on its own examination, inspection and evaluation of
the Property and upon the representation and warranties of Seller herein
contained.

      


      Article
8.  Representations and
Warranties.

      


      8.1           Seller
represents and warrants to Purchaser that the following are true and correct in
all material respects as of the date hereof:

      


      (a)           This
Agreement constitutes, and each document and instrument to be executed and
delivered by Seller hereunder (collectively, the “Seller’s Documents”),
when so executed and delivered, shall constitute, the legal, valid and binding
obligations of Seller, enforceable in accordance with their respective terms,
covenants and conditions.

      


      (b)           Seller
is not a party to any service, management, employment or other contract (“Service Contracts”)
affecting the Property, which are not terminable on or before the Scheduled
Closing Date.  Seller shall (i)  cause any and all Service
Contracts to be terminated as of the Closing Date; and (ii) be responsible for
any and all costs, fees and/or expenses associated with terminating the Service
Contracts prior to Closing.

      


      (c)           There
are no employees currently employed by Seller at the Premises who will remain
employed following the Closing Date. Seller has not entered into any collective
bargaining or union agreements with respect to the Property.  Seller
will not enter into any negotiations or execute any contract with a labor union
with respect to the Property between the date hereof and the
Closing.

      


      (d)           All
bills and claims for labor performed and materials furnished at the request of
Seller, or its officers, agents or employees to or for the benefit of the
Property will be paid in full by Seller as rendered whether before or after the
Closing Date.  If required, Seller shall execute and deliver an
affidavit to such effect at Closing.

      


      (e)           No
person, firm or entity, except for the Purchaser, has any rights to purchase or
acquire all, or any part of the Property, including, without limitation, a right
of first refusal or option to purchase with respect thereto.

      



      
        
           


        

        
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      (f)           There
are no pending or threatened condemnation proceedings with respect to the
Property.

      


      (g)           Seller
shall not enter into any construction contracts (except for emergency repairs)
or construct any addition, expansion or improvements to the
Property.  Notwithstanding the foregoing, Seller is permitted, upon
prior written notice to Purchaser, to make repairs to the Property as deemed
necessary and/or required by Seller, in Seller’s sole, but commercially
reasonable discretion or as required by current terms of the
Leases.  As of the date hereof, there are no pending construction
contracts with respect to the Property other than as set forth on Exhibit C attached
hereto.  Purchaser shall not be responsible for any costs associated
with the construction contracts in Exhibit C after the
Closing Date.

      


      (h)           Seller
shall not voluntarily create any new title encumbrances affecting the Property
between the date hereof and the Closing, which will remain in force and effect
after the Closing Date.

      


      (i)           Each
Seller (i) is the sole owner of the Unit(s) to which it is attributed on Exhibit D hereto;
(ii) is a limited liability company duly organized under the laws of the State
of Delaware and licensed and/or qualified to conduct business in the State of
New York; (iii) has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby; (iv) has full
power and authority to enter into and perform this Agreement and to enter into
the documents to be executed and delivered in accordance with the terms hereof;
and (v) has full power and authority to consummate the transactions as
contemplated herein.

      


      (j)           The
information contained on the Schedules to this Agreement is true and correct in
all material respects.

      


      (k)           The
rents set forth on Schedule B (the
“Rent
Schedule”) are the actual rents billed or to be billed by Seller to the
Tenants, and the actual amounts paid or payable by the Tenants.

      


      (l)           Seller
has not received any written notice (i) from any applicable governmental
authority of any “hazardous materials” or “hazardous wastes”, as defined,
without limitation, under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (“CERCLA”), the Resource Conservation
and Recovery Act of 1976 (“RCRA”), or any local law, rule, regulation, or code
relating to health or the environmental or another applicable Federal, State or
local environmental laws (“Environmental Laws”) at, on, around or under the
Property, or migrating from the Property, in violation of any Environmental
Laws; or (ii) of any pending actions, suits, claims and/or proceedings claiming
that Seller or the Property is in violation of any Environmental
Laws.

      


      (m)           Seller
has not filed any petition seeking or acquiescing in any voluntary or
involuntary reorganization, liquidation, receivership, or other proceedings
under any federal, state or local insolvency, liquidation, reorganization or
similar type laws.


      
        
           


        

        
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      (n)           Seller
has not received any written notice from the respective Condominiums (or from
their authorized representatives) that any Unit is under consideration for or
subject to any special assessment or other charge under, the Declarations,
By-laws and/or rules or regulations of the Condominiums.

      


      (o)           True
and complete copies of the Leases have been delivered to
Purchaser.  There are no Leases, amendments or modifications other
than as previously delivered to Purchaser.

      


      (p)           There
are no arrears in the payment of rent or additional rents under the Leases in
excess of thirty (30) days, other than as set forth on Schedule D (the
“Arrearage
Schedule”).

      


      (q)           Except as set forth in the Leases, no Tenant is entitled to rental
concessions or abatements for any period subsequent to the scheduled date of
closing.

      


      (r)           There are no security deposits other
than those set forth in the Schedule of Security Deposits annexed hereto
as Schedule C
and made a part hereof, which schedule is true and accurate in all material
respects, and supersedes the Leases, to the extent of any inconsistency. At the
Closing (subject to Article 17.4 herein), Seller is only obligated to deliver to
Purchaser the security deposits listed on Schedule C attached
hereto or a credit with respect to same, as the same may be reduced as a result
of any Tenant vacating a Unit prior to Closing.

      


      8.2           
The representations, warranties and covenants of Seller set forth herein are a
material inducement to Purchaser entering into this Agreement and Purchaser is
relying on the truth and accuracy of same.  Seller hereby agrees that
the representations, warranties and covenants of Seller shall be deemed repeated
on, and shall be true and accurate in all material respects as of, the Closing
Date, and the representations, warranties and covenants of Seller set forth in
Subsections (b), (c), (d), (e), (g), (j), (k), (l), (o), (q) and (r) of this
Article 8 (the “Surviving
Representations”) shall survive the Closing for one hundred twenty (120)
days from the Closing.  In the event the representations, warranties
and covenants contained in this Agreement are not materially true and correct
then prior to Closing, Purchaser may, as its sole remedy, terminate this
Agreement and receive the return of the Downpayment whereupon neither party
shall have any further rights or obligations under this
Agreement.  After Closing, Seller agrees to indemnify, defend and hold
Purchaser harmless from and against any and all losses, costs, expenses, claims
and/or causes of actions arising out of Seller’s breach of the Surviving
Representations contained in this Agreement (the “Losses”), provided
that a claim with respect thereto is made by Seller within the aforementioned
one hundred twenty (120) day period, failing which same shall be deemed waived,
and provided further, that (a) Seller’s indemnification obligation shall apply
only to the extent the aggregate amount of the Losses incurred by Purchaser, as
a result thereof, exceed Fifty Thousand and 00/100 Dollars ($50,000.00) and (b)
Seller’s aggregate liability with respect to the Losses shall not exceed Six
Hundred and Fifty Thousand and 00/100 Dollars ($650,000.00).

      



      
        
           


        

        
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      8.3           Notwithstanding
anything to the contrary, all representations and warranties made by Seller in
this Agreement are made based solely upon the actual knowledge of Kevin
Comer.  Seller represents that Kevin Comer is the primary principal of
Seller responsible for overseeing the management of the Property.

      


      8.4           As
of the date hereof and as of the Closing Date, Purchaser hereby represents,
warrants, covenants and agrees as follows:

       

      (i)           Purchaser
and Purchaser Parties (as such term is hereinafter defined) are familiar with
the source of funds for the Purchase Price of the Property and represent that
all such funds will be derived from legitimate business activities within the
United States of America and/or from loans from a banking or financial
institution chartered or organized within the United States of
America.  Purchaser covenants and agrees to provide to Seller any and
all documents, certifications or other evidence, as may be requested from time
to time by Seller in its sole discretion, confirming the source of funds for the
Purchase Price (and that such funds derived from legitimate business
activities).

       

      (ii)           None
of Purchaser, any direct or indirect interest holder in Purchaser (collectively,
the “Purchaser
Parties”), or any Affiliate of Purchaser is subject to sanctions of the
United States government or in violation of any federal, state, municipal or
local laws, statutes, codes, ordinances, orders, decrees, rules or regulations
(“Laws”)
relating to terrorism or money laundering, including, without limitation,
Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001)
(the “Terrorism
Executive Order”) or a Person similarly designated under any related
enabling legislation or any other similar Executive Orders (collectively with
the Terrorism Executive Order, the "Executive Orders"),
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot
Act”), any sanctions and regulations promulgated under authority granted by the
Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time,
the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as
amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United
Nations Participation Act, 22 U.S.C. § 287c, as amended from time to time, the
International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9,
as amended from time to time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as
amended from time to time, The Cuban Liberty and Democratic Solidarity Act, 18
U.S.C. §§ 2332d and 2339b, as amended from time to time, and The Foreign
Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from time to
time.

       

      (iii)           None
of the Purchaser, the Purchaser Parties or any Affiliate of Purchaser is (i)
listed on the Specially Designated Nationals and Blocked Persons List (the
"SDN List")
maintained by the Office of Foreign Assets Control ("OFAC"), Department of
the Treasury, and/or on any other similar list ("Other Lists" and, collectively
with the SDN List, the "Lists") maintained by
the OFAC pursuant to any authorizing statute, Executive Order or regulation
(collectively, "OFAC
Laws and Regulations"); or (ii) a Person (a "Designated Person")
either (A) included within the term "designated national" as defined in the
Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under
Sections 1(a), 1(b), 1(c) or 1(d) of the Terrorism Executive Order or a Person
similarly designated under any related enabling legislation or any other similar
Executive Orders (collectively, the "Executive Orders"),
including a “Prohibited Person”.  The OFAC Laws and Regulations and
the Executive Orders are collectively referred to as the "Anti Terrorism
Laws".  “Prohibited Person” is defined as follows:

       


      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      


      (A)           a
person or entity that is listed in the Annex to the Terrorism Executive Order,
or is otherwise subject to the provisions of the Terrorism Executive Order or
any other Executive Order;

       

      (B)           a
person or entity owned or controlled by, or acting for or on behalf of, any
person or entity that is listed in the Annex to the Terrorism Executive Order,
or is otherwise subject to the provisions of the Terrorism Executive Order or
any other Executive Order;

       

      (C)           a
person or entity with whom Seller is prohibited from dealing or otherwise
engaging in any transaction by any terrorism or anti-money laundering Law,
including the Terrorism Executive Order, any other Executive Order and the
Patriot Act;

       

      (D)           a
person or entity who commits, threatens or conspires to commit or supports
“terrorism” as defined in the Terrorism Executive Order or any other Executive
Order; or

       

      (E)           a
person or entity that is named as a “specially designated national and blocked
person” on the most current list published by the U.S. Treasury Department
Office of Foreign Asset Control at its official website,
http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other
replacement official publication of such list.

       

      (iv)           Purchaser
has, and its Purchaser Parties have, required and shall require, and has/have
taken and shall take all reasonable measures to ensure compliance with the
requirement that no Purchaser Parties or Affiliates of Purchaser is or shall, be
listed on any Lists be a Designated Person, or be in violation of any Laws,
including any OFAC Laws and Regulations.

       

      (v)           None
of Purchaser, the Purchaser Parties or any Affiliate of Purchaser is or will (i)
conduct any business or engage in making or receiving any contribution of funds,
goods or services to or for the benefit of any Designated Person, (ii) deal in,
or otherwise engage in, any transaction relating to any property or interest in
property blocked pursuant to any Executive Order or the Patriot Act, or (iii)
engage in or conspire to engage in any transaction that evades or avoids, or has
the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Executive Order or the Patriot Act.

       

      (vi)           Purchaser
covenants and agrees to deliver to Seller any certification or other evidence
reasonably requested from time to time by Seller, confirming Purchaser’s
compliance with the provisions of this Article
8.4.

       

      (vii)           Purchaser
is a duly organized limited liability company qualified to conduct business in
the State of New York; has all requisite power and authority to enter into
this

       


      
        
           


        

        
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      Agreement
and to consummate the transactions contemplated hereby; and has full power and
authority to execute and deliver and perform the obligations set forth in this
Agreement.

       

      (viii)       All
of the foregoing representations, warranties and covenants of Purchaser will be
and remain true on and as of the Closing Date and shall survive the
Closing.

       

      Article
9.  Closing
Obligations.

      


      
        	
                 
      

              	
                9.1

              	
                At
      the Closing, Seller shall execute and/or deliver the
      following:

              


      

      


      (i)           a
bargain and sale deed without covenant against grantor’s acts, containing the
covenant required by Section 13 of the New York Lien Law, so as to convey the
Property to Purchaser, together with the Common Interest, subject only to the
Permitted Exceptions;

      


      (ii)           a
written agreement pursuant to which Seller shall assign to Purchaser, and
Purchaser shall assume and agree to be bound by, all obligations and liabilities
of Seller under the Leases and otherwise with respect to the Tenants of the
Premises, including the guaranties under the Leases, with respect to obligations
which arise after Closing, subject to the further terms and conditions of this
Agreement, such agreement to be substantially in the form of Exhibit E attached
hereto (the “Assignment of
Leases”);

      


      (iii)           a
schedule of all security deposits and a check or credit to Purchaser in the
amount of any such security deposits, including accrued interest thereon, held
by Seller on the Closing Date, together with an assignment and assumption
agreement substantially in the form attached hereto as Exhibit F (the “Assignment of Security
Deposits”);

      


      (iv)           a
certificate updating the Rent Schedule and Arrearage Schedule, together with an
assessment of such arrears, subject to adjustment as provided
herein;

      


      (v)           an original letter, executed by Seller
or by its agent, advising the Tenants of the sale of the Property to Purchaser
and directing that rents and other payments thereafter be sent to Purchaser or
as Purchaser may direct;

      


      (vi)           to
the extent the same are in Seller’s possession or in the possession of Seller’s
managing agent, Seller shall deliver all original Leases and any amendments or
extensions thereto;

      


      (vii)           original
Tenant Estoppel Certificates (hereinafter defined) in the form required by each
Tenant’s Lease dated no earlier than forty-five (45) days prior to the Scheduled
Closing Date.  Seller shall request in writing that the Tenants
execute such Tenant Estoppel Certificates.  Seller’s delivery to
Purchaser of original Tenant Estoppel Certificates for all of the Tenants as
aforesaid shall be a condition to
Purchaser’s obligation to close hereunder.  In addition, the business
terms contained in the Tenant Estoppel Certificates must be in accordance with
the Leases in all material
respects;


      
        
           


        

        
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      (viii)        a
certificate by each of the Condominiums or their respective managing agents
substantially in the form annexed hereto as Exhibit
G;

      


      (ix)           an
assignment to Purchaser, without recourse or warranty, of all of the interest of
Seller in and to the certificates, permits, approvals and other documents to be
delivered to Purchaser at the Closing which are then in effect with respect to
the Property and are assignable by Seller substantially in the form annexed
hereto as Exhibit
H (the “General
Assignment”);

      


      (x)           an
affidavit of Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code
of 1986, as amended, stating that Seller is not a foreign person within the
meaning of such Section;

      


      (xi)           checks
to the order of the appropriate governmental authority in payment of all
applicable real property transfer taxes and any tax returns therefor (the “Transfer Tax
Returns”) required to be executed by Seller except that Seller may
request that Purchaser use all or a portion of the Balance due Seller to pay
such taxes on Seller’s behalf;

      


      (xii)           evidence
reasonably satisfactory to the Title Company that (i) Seller is authorized to
consummate the transaction contemplated herein, and (ii) the individual(s)
executing the documents on behalf of Seller is/are authorized to do
so;

      


      (xiii)         to
the extent the same are in Seller’s possession, all keys to the Units and all
access codes, if any;

      


      (xiv)         a
title affidavit in the form annexed hereto as Exhibit
J;

      


      (xv)           all
other documents and instruments required by this Agreement and/or the
Condominium Documents to be executed and/or delivered by Seller at Closing;
and

      


      (xvi)         any
other documents, instruments, or agreements reasonably necessary to effectuate
the transactions contemplated hereunder, in accordance with the express terms,
covenants and conditions hereof.

      


      9.2           At
the Closing, Purchaser shall pay the Balance to Seller as provided in Article 2
hereof.

      


      9.3           At
the Closing, Purchaser shall execute and/or deliver the following:

      


      (i)           the
Transfer Tax Returns;

      


      (ii)           a
Power of Attorney executed by Purchaser and acknowledged by a notary public, in
the form required by the Condominium Documents, in favor of the applicable Board
of Managers, if required;


      
        
           


        

        
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      (iii)           the
General Assignment;

      


      (iv)           the
Assignment of Leases;

      


      (v)           the
Assignment of Security Deposits;

      


      (vi)           a
written agreement authorizing Escrow Agent to pay the Escrow Funds to Seller or
Seller’s designee, and releasing Escrow Agent from any liability arising out of
the performance of its obligations pursuant to this Agreement;

       

      (vii)           copies
of the articles of organization of Purchaser, and all consents and resolutions
required to consummate the transactions contemplated hereby, certified to be
true and complete by an authorized officer of Purchaser;

      


      (viii)         such
affidavits, agreements and instruments as shall be reasonably required by the
Title Company;

      


      (ix)           all
other documents and instruments required by this Agreement and/or the
Condominium Documents to be executed and/or delivered by Purchaser at Closing;
and

      


      (x)           any
other documents, instruments or agreements reasonably necessary to effectuate
the transactions contemplated hereunder, in accordance with the express terms,
covenants and conditions hereof.

      


      
        	 	
                Article
      10.  Taxes and Other
      Expenses.

              


      

      


      10.1           All
New York State and New York City Real Property Transfer Taxes payable in
connection with the transfer of the Property to Purchaser, and the consummation
of the transactions contemplated hereunder shall be paid by Seller at the
Closing.  The parties acknowledge that no portion of the Purchase
Price is allocable to the Fixtures or Personal Property.

      


      10.2           Purchaser
shall pay for the following at the Closing (collectively, “Purchaser’s Closing
Costs”):

      


      (a)           all
State, City, County and municipal recording charges;

      


      (b)           all
costs and expenses in connection with Purchaser’s financing (if any), including
appraisal, points, commitment fees, mortgage recording taxes, lender’s legal
fees and the like and costs for the filing of all documents necessary to
complete such financing and related documentary stamp tax and intangibles tax
(as the same may be applicable);

      



      
        
           


        

        
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      (c)           the
cost of Purchaser’s own survey, survey re-date, Phase 1 environmental study and
due diligence investigations;

      


      (d)           the
cost and expense of obtaining a title report with respect to the
Property;

      


      (e)           the
cost associated with obtaining an Owner’s Policy of Title Insurance and/or a
Mortgagee’s Policy of Title Insurance (if required), including any and all
searches, premiums, endorsements and coverage obtained and/or issued in
connection with such policies;

      


      (f)           all
costs, fees, expenses and/or premiums, including that of any and all advisors or
and/or consultants engaged in connection therewith, associated with obtaining
general liability and/or property insurance with respect to the
Property;

      


      (g)           the
cost, fee and expense of any advisor, consultant or associate engaged by
Purchaser to assist with the acquisition of the Property;

      


      (h)           the
compliance fee of Corporation Service Company; and

      


      (i)           Any
and all fees incurred by American Realty Capital New York Recovery REIT,
including, but not limited to due diligence fees, acquisition fees and financing
fees.

      


      10.3           Purchaser’s
Closing Costs up to the sum of $1,900,000.00 in the aggregate shall be paid by
Seller and shall be added to the Purchase Price to establish a final Purchase
Price for the Property. Purchaser shall pay all costs and expenses incurred by
Seller resulting from such increase in Purchase Price including without
limitation federal, state and local income and franchise taxes, after Seller
takes all available deductions for Purchaser’s Closing Costs it being understood
that Seller’s payment of Purchaser’s Closing Costs shall be economically neutral
to Seller.  Purchaser and (i) in the event the Purchaser is a
subsidiary of American Realty Capital New York Recovery REIT, Inc., then
American Realty Capital New York Recovery REIT, Inc., or (ii) in the event
Purchaser is a subsidiary of American Realty Capital Trust, Inc., then American
Realty Capital Trust, Inc. agree, for a period of time not to exceed seven (7)
tax years from the Closing Date, to defend (with counsel selected by Purchaser
and reasonably satisfactory to Seller), indemnify and hold Seller and its
members and principals (collectively, “Seller Parties”) harmless from and
against any and all claims, losses, suits and expenses including reasonable
legal fees incurred by Seller and Seller Parties as a result of said payment by
Seller of Purchaser Closing Costs and increase in Purchase
Price.  Purchaser shall cause the applicable party referenced in
clauses (i) or (ii) above to execute and deliver to Seller at Closing an
indemnity agreement incorporating all of the terms and provisions of this
Section 10.3.

      


      10.4           Each
party shall pay its own legal fees incidental to the negotiation, execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

      


      10.5           The
provisions of this Article 10 shall
survive the Closing.


      
        
           


        

        
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      Article
11.  Apportionments.

      


      11.1           The following items shall be apportioned
in accordance with the customs and practice of the Real Estate Board of New York
(the “Closing
Customs”).  To the extent that the adjustment of any
of the following is not addressed in the Closing Customs, then the same shall be apportioned between the
parties as of 11:59 P.M. on the day immediately preceding the Closing
Date:

       

      (a)           rents, percentage rents, additional
rents, escalation charges and other tenants’ charges (collectively, the
“Rents”), as and when
collected;

       

      (b)           revenues, if any, arising out of waste
collection privileges, telephone booths, vending machines, submetering
agreements and the like;

       

      (c)           real estate taxes and assessments, if
any, on the basis of the fiscal year for which assessed;

       

      (d)           water meter and sewer rents, if
any, unless same are the direct
responsibility of Tenants under Leases in effect as of the Closing Date in which
event Purchaser shall look solely to said Tenant(s) for payment of same and same
shall not be deemed an objection to title (unfixed water meter charges, if any,
shall be apportioned as reasonably estimated on the basis of the last meter
reading, provided Seller shall obtain a current water
meter reading not more than thirty (30) days old)

       

      (e)           vault taxes or charges, if
any;

       

      (f)           charges for all utility services
supplied to the Premises (including, without limitation, water, gas, steam and
electricity) (other than utilities that are the direct responsibility of
Tenants under Leases in effect as of the Closing Date);

       

      (g)           interest on tenant security deposits, to
the extent permitted under applicable law; 

       

      (h)           common charges of the Condominiums with
respect to the Premises; and

       

      (i)           business improvement district charges,
if any.

       

      To the extent that the same may be
applicable, the foregoing apportionments shall be made in accordance with the
Closing Customs.

       

      11.2           Real estate tax escalation charges
payable by the Tenant(s) shall be equitably prorated between Seller and
Purchaser for the applicable period of time of ownership between Seller and
Purchaser.

      

        11.3           If any past due rentals are owing by any
Tenant on the Closing Date,
Seller is entitled hereunder to all of said past due rentals. Purchaser and
Seller agree that the first moneys received by Purchaser from the respective
Tenants owing such past due rentals, net of the reasonable out-of-pocket costs
of collection, shall be applied in the following order of priority: (a) first to
the month (or, in the case of tenant pass-throughs, such other applicable
accounting period) in which the
Closing occurred; (b) then to the then current month; (c) then to any month or months
following the month in which the Closing occurred; (d) then to the month preceding the
month in which the Closing occurred; and (e) then to the period prior to the
month preceding the month in which the Closing occurred. All such monies
received by Purchaser for such past due rentals shall be held in trust for
Seller, and Purchaser agrees to remit forthwith to Seller the amount of such
past due rentals to which Seller is entitled, as and when so
collected.

         

      

       


      
        
           


        

        
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      11.4           In the event that any of the Tenants
have deposited rent securities with Seller pursuant to the terms of their
respective Leases (including letters of credit in lieu of cash security
deposits), Seller will transfer and/or assign to Purchaser such security
deposits together with
originals of the letters of credit on the Closing Date.  Seller shall not apply any
portion of the security
deposits listed on Schedule
C against any Tenant default subsequent to the date of this
Agreement unless the Tenant
has vacated the Premises.

       

      11.5           Purchaser shall reimburse Seller on the
Closing Date for the cost of all fuel and reasonably useful and unopened
supplies at the Premises as of the Closing Date.  The amount of fuel
shall be determined by a fuel tank reading provided by seller’s fuel oil provider, dated within five (5) days of the Closing Date, and the price to be paid
therefor is to be the then prevailing price charged by the vendor who supplied
the same to the Premises (plus all applicable taxes thereon and shipping
charges).

       

      11.6           Seller
represents that there are no certiorari proceedings currently pending.


       

      11.7           Seller
shall, at the Closing, pay all processing fees and charges payable to the
Condominiums (and/or their managing agent) in connection with this
sale.

       

      Article
12.  Risk of Loss;
Condemnation.

      


      12.1           If,
between the date of this Agreement and the Closing Date, the Premises are
damaged by fire or other casualty, the provisions of Section 5-1311 of the New
York General Obligations Law, or any statute enacted in substitution therefor or
in addition thereto, shall not apply.  Such provisions are hereby
waived, and the provisions of the following Section 12.2 shall
apply instead.

      


      12.2           Upon
the occurrence of a casualty, condemnation or taking with respect to any
Property, Seller shall notify Purchaser in writing of same.  Until
Closing, the risk of loss or damage to all of the Property, except as otherwise
expressly provided herein, shall be borne by Seller.  In the event all
of the Property or any Unit or any portion of any Unit is damaged in any
casualty or condemned or taken (or notice of any condemnation or taking is
issued) so that: (a) a Tenant has a right of termination under the Lease for
such Unit, or (b) with respect to any casualty, if the cost to repair such
casualty would exceed $3,400,000.00, or (c) with respect to any condemnation,
more than five percent (5%) of the Property is (or will be) condemned or taken,
then Purchaser may elect to terminate this Agreement by providing written notice
of such termination to Seller within ten (10) business days after Purchaser’s
receipt of notice of such condemnation or taking or damage, upon which
termination of the Downpayment shall be returned to Purchaser and neither party
hereto shall have any further rights, obligations or liabilities under this
Agreement with respect to the Property, except as otherwise expressly set forth
herein.  With respect to any condemnation or taking (or any notice
thereof), if Purchaser does not elect to cancel this Agreement as aforesaid,
there shall be no abatement of the Purchase Price and Seller shall assign to
Purchaser at the Closing the rights of Seller to the awards, if any, for the
condemnation or taking, and Purchaser shall be entitled to receive and keep all
such awards.  With respect to a casualty, if Purchaser does not elect
to terminate this Agreement with respect to any such Property as aforesaid,
there shall be no abatement of the Purchase Price and Seller shall assign to
Purchaser at the Closing the rights of Seller to the proceeds under Seller’s
insurance policies covering such Property with respect to such damage or
destruction (or pay to Purchaser any such proceeds received prior to Closing)
and credit to Purchaser the amount of any deductible with respect thereto, and
Purchaser shall be entitled to receive and keep any monies received from such
insurance policies.


      
        
           


        

        
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      Article
13.  Covenants of
Seller.

      


      13.1           Seller
covenants and agrees that, except as otherwise provided in the Agreement,
between the date of this Agreement and the Closing Date, Seller (either itself
or through an agent) shall continue to manage and operate the Property in
substantially the same manner as Seller has heretofore managed and operated the
Property and to keep the Property in substantially and materially its same
condition and state of repair, subject to the terms, conditions and requirements
of the Lease(s), including, without limitation, the rights of Tenants to
demolish portions of their respective Units and make alterations and
improvements to such Units, and subject to reasonable use, wear and tear and
damage by fire or casualty.  Purchaser acknowledges and agrees that it
is acquiring the Property subject to the changes required or permitted to be
made by the Tenants under the current terms of the Leases.

      


      13.2           (a)           Seller
reserves the right to include this transaction as part of an Internal Revenue
Code Section 1031 tax deferred exchange transaction for the benefit of Seller,
and Purchaser agrees to cooperate with Seller therein, and to execute any and
all documents (subject to the reasonable approval of Purchaser’s attorney) which
are reasonably necessary in connection therewith, at no cost, expense or
liability to Purchaser, other than attorneys’ fees, if any, charged by
Purchaser’s attorney to review and approve the usual and customary agreements
required to be executed by Purchaser in connection with the
exchange.  This Agreement shall not be contingent upon, or subject to,
Seller’s ability to locate a suitable exchange property, or to complete such
exchange.

      


      (b)           Purchaser
reserves the right to include this transaction as part of an Internal Revenue
Code Section 1031 tax deferred exchange transaction for the benefit of
Purchaser, and Seller agrees to cooperate with Purchaser therein, and to execute
any and all documents (subject to the reasonable approval of Seller’s attorney)
which are reasonably necessary in connection therewith, at no cost, expense or
liability to Seller, other than attorneys’ fees, if any, charged by Seller’s
attorney to review and approve the usual and customary agreements required to be
executed by Seller in connection with the exchange.  This Agreement
shall not be contingent upon, or subject to, Purchaser’s ability to locate a
suitable exchange property, or to complete such exchange.


      
        
           


        

        
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      13.3           Purchaser
shall be permitted to have reasonable access to the Property from time to time,
between the date of this Agreement and the Closing Date, during business hours
and upon reasonable prior notice to Seller subject to the rights of Tenants
under their respective Leases.  Such access shall be under the
supervision of Seller, Seller’s agent or representative or Seller’s real estate
broker, and shall be conducted in a manner which shall not interfere with the
business operations being conducted in the Property.  Purchaser agrees
to indemnify and hold Seller harmless for any claims, losses, suits or expenses
which Seller may incur as a result of Purchaser or its principals, agents,
employees, consultants or designees entering upon the Property and/or performing
any inspections therein.  Prior to entering the Property, Purchaser
shall provide to Seller a certificate of insurance evidencing that Purchaser
and/or the parties conducting the inspection(s) has comprehensive general
liability insurance with a combined single limit for bodily injury and property
damage of not less than One Million ($1,000,000.00) Dollars per occurrence which
insurance certificate shall insure Seller and such parties as may reasonably be
designated by Seller with respect to the referenced inspections at the Property.
 Under no
circumstances shall Purchaser or its designees have any right to perform any
testing whether invasive or otherwise on the
Property.  Notwithstanding the foregoing or anything to the contrary
contained herein, Purchaser and/or Purchaser’s institutional lender shall be
permitted to conduct a non-invasive phase-I environmental site assessment of the
Property, and a non-invasive physical site inspection of the Property, at
Purchaser’ sole cost and expense, between the date hereof and the Closing Date,
subject however to Purchaser and/or Purchaser’s institutional lender complying
with the terms and provisions of this Section 13.3.

      


      13.4           Seller
has heretofore delivered to Purchaser a schedule dated September 22, 2010
entitled “Bleecker Retail Revenue & Expense” (the “R&E
Schedule”).  Seller agrees that if required by Purchaser, prior to the
Closing, in connection with the completion of a so-called “Section 314 audit”,
Seller will use good faith reasonable efforts to deliver to Purchaser, to the
extent in Seller’s possession, copies of checks, bank statements and/or rent
deposit slips, rent check and invoices and the like in support of the
information set forth in the R&E Schedule and (ii) a schedule, for the
period of time beginning on the later of January 1, 2005 or the date upon which
the Units were converted into retail condominiums through the date of
Purchaser’s request (but in no event later that the Closing Date), indicating
the (A) rent charged in connection with the leases then in effect with respect
to the Units; and (B) the occupancy percentage for the Units during such time,
each on a Unit-by-Unit basis.

      


      
        	
                 
      

              	
                Article
      14.  Brokerage.

              


      

      


      14.1           (a)           Purchaser
and Seller hereby represent and warrant that they have not hired, retained or
dealt with any broker, finder, consultant, person, firm or corporation in
connection with the negotiation, execution or delivery of this Agreement or the
transactions contemplated hereunder, other than Massey Knakal Realty Services,
Inc. (the “Broker”).  Purchaser
covenants and agrees that should any claim be made against Seller for any
commission or other compensation by any broker, finder, person, firm or
corporation, other than Massey Knakal Realty Services, Inc., based upon or
alleging negotiations, dealings or communications with Purchaser or Purchaser’s
representative(s) in connection with this transaction or the Property, Purchaser
shall indemnify and hold Seller harmless from and against any and all damages,
expenses (including reasonable attorneys’ fees and disbursements) and liability
arising from such claim.  Seller shall pay the commission of Massey
Knakal Realty Services, Inc. pursuant to a separate agreement between such
parties.


      
        
           


        

        
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      (b)           Seller
covenants that should any claim be made against Purchaser for any commission or
other compensation by any broker, finder, person, firm or corporation based upon
or alleging negotiations, dealings or communications with Seller or Seller’s
representative(s) in connection with this transaction or the Leases, Seller
shall indemnify and hold Purchaser harmless from any and all damages, expenses
(including reasonable attorneys’ fees and disbursements) and liability arising
from such claim. Seller shall pay the Broker its commission in connection with
the Closing pursuant to a separate written agreement between Seller and the
Broker.  The terms, covenants and conditions of this Article 14 shall
survive the Closing or earlier termination of this Agreement.

      


      Article
15.  Remedies.

      


      15.1           If
Seller defaults in its obligation to convey the Property
hereunder,  Purchaser’s sole and exclusive remedy shall be either (i)
to seek specific performance of this Agreement; or (ii) to terminate this
Agreement and receive a refund of the Downpayment, and any interest
thereon.  Purchaser shall elect between the remedies in clauses (i)
and (ii) above, and Purchaser may not seek to pursue more than one (1) of such
remedies simultaneously or in the alternative.  Notwithstanding the
foregoing, in the event of Seller’s willful breach of its obligations hereunder,
Purchaser may commence an action against Seller to recover the actual damages
incurred by Purchaser as a result of Seller’s willful breach, including, without
limitation, Purchaser’s reasonable legal fees and expenses, provided that said
actual damages are verified by Purchaser to Seller and do not exceed the sum of
One Hundred and Fifty Thousand ($150,000.00) Dollars in the
aggregate.  In no event shall Purchaser be entitled to recover damages
from Seller except as aforesaid.

      


      15.2           If
Purchaser defaults in its obligations under this Agreement, Seller’s sole and
exclusive remedy shall be to receive and retain the Escrow Funds, as liquidated
damages, it being agreed that Seller’s damages in the case of Purchaser’s
default might be difficult or impossible to ascertain, and that the Escrow Funds
constitute a fair and reasonable amount of damages under the circumstances and
is not a penalty.

      


      Article 16. Escrow
Agent.


      16.1           The
Downpayment shall be held, paid over and/or applied by Escrow Agent in
accordance with the following:

      



      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

       

      (a)           At
the Closing, the Downpayment shall automatically be paid by Escrow Agent to
Seller.

       

      (b)           In
instances other than those described in Section 16(a) above, the following shall
apply: if either Seller or Purchaser (the “Requesting Party”)
has a good faith belief that it is entitled to the Downpayment pursuant to the
terms of this Agreement, then the Requesting Party may submit to Escrow Agent a
written request for disbursement of the Downpayment, which request shall in all
cases be accompanied by a good faith written explanation as to why the
Requesting Party believes it is entitled to the Downpayment pursuant to the
terms of this Agreement.  The Requesting Party, simultaneously with
its submission of such written request to the Escrow Agent, shall deliver a copy
of such request and explanation to the other party (the “Non-Requesting
Party”). Moreover, within
two (2) business
days after Escrow Agent’s receipt of such request and
explanation from the Requesting Party, Escrow Agent shall deliver a copy of the
same to the Non-Requesting Party. If, within five (5) business days after the Non-Requesting
Party’s receipt of such request and
explanation from the Escrow Agent, the Non-Requesting Party fails to dispute the
entitlement of the Requesting Party to the Downpayment, then the Escrow Agent
may disburse the Downpayment to the Requesting Party. However, if, within
five (5) business
days after the
Non-Requesting Party’s receipt of such request and
explanation from the Escrow Agent, the Non-Requesting Party notifies Escrow
Agent and the Requesting Party that (in substance) the Non-Requesting Party
disputes the entitlement of the Requesting Party to the Downpayment, then
Escrow Agent shall continue to hold the Downpayment until otherwise
directed by joint written instructions from Seller and Purchaser or a final
judgment of a court having jurisdiction. Escrow Agent, however, shall have the
right at any time to deposit the Downpayment with the clerk of any federal or
state court sitting in the City of New York. Escrow Agent shall give written
notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent
shall be relieved and discharged of all further obligations and responsibilities
hereunder.  All notices and deliveries under this Section must be made
in strict accordance with Sections 17.1 and 17.2 below.

       

      (c)           The
parties acknowledge that Escrow Agent (i) is acting solely as a stakeholder at
their request and for their convenience, (ii) shall not be deemed to be the
agent of either of the parties and (iii) shall not be liable to either of the
parties for any act or omission on its part unless caused by Escrow Agent’s
willful misconduct or gross negligence. Seller and Purchaser shall jointly and
severally indemnify and hold Escrow Agent harmless from and against all costs,
claims and expenses, including reasonable attorneys’ fees and disbursements,
incurred in connection with the performance of Escrow Agent’s duties hereunder,
unless caused by Escrow Agent’s willful misconduct or gross
negligence.  Escrow Agent shall not be liable for any losses suffered
in connection with any such investment (except to the extent of Escrow Agent’s
gross negligence or willful misconduct) and shall have no obligation to obtain
the best, or otherwise seek to maximize, the rate of interest earned on any such
investment.  Escrow Agent shall be entitled to rely or act upon any
notice, instrument or document believed by Escrow Agent to be genuine and to be
executed and delivered by the proper person, and shall have no obligation to
verify any statements contained in any notice, instrument or document or the
accuracy or due authorization of the execution of any notice, instrument or
document.  Escrow Agent shall not be bound by any modification to this
Section 16.1 unless Escrow Agent shall have agreed to such modification in
writing. Escrow Agent is not a party to this Agreement except to the extent of
its specific responsibilities hereunder, and does not assume or have any
liability for the performance or non-performance of Purchaser or Seller
hereunder to either of them. Any fees or charges in connection with such
investment shall be paid out of the amounts held in escrow before any other
payments shall be required to be made from such amounts.

       


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      


      16.2           Escrow
Agent has acknowledged agreement to the foregoing provisions of Article 16 by
signing in the place indicated on the signature page of this
Agreement.

       

      Article
17.  Notices.

      


      17.1           Any
notice or other communication given by either party hereto to the other relating
to this Agreement (a "notice") shall be in
writing and shall be sent by hand delivery or by recognized overnight courier
service (such as Federal Express) or by facsimile transmission (with an
immediate follow up notice by E-Mail), addressed to the parties and their
attorneys as follows:

      


      
        	
                 
      

              	
                If
      to Seller, to:

              


      

      


      
        	 	
                c/o
      Beck Street Capital, LLC

              


      

      
        	
                 
      

              	
                100
      Vandam Street, 4th
      Floor

              


      

      
        	
                 
      

              	
                New
      York, New York 10013

              


      

      
        	
                 
      

              	
                Attention:  Kevin
      Comer

              


      

      
        	
                 
      

              	
                Fax
      No.:  (212) 337-3174

              


      

      E-Mail:
kcomer@beckstreetcapital.com

      


      
        	
                 
      

              	
                With
      a copy to Seller’s attorney:

              


      

      


      
        	
                 
      

              	
                Alter
      Mantel, LLP

              


      

      90 Park Avenue, 35th
Floor

      
        	
                 
      

              	
                New
      York, New York 10016

              


      

      
        	
                 
      

              	
                Attention:
      Arthur S. Mantel, Esq.

              


      

      
        	
                 
      

              	
                Fax
      No.:  (212) 953-5061

              


      

      E-Mail:  asm@altermantel.com

      


      If to Purchaser, to:

      


      American Realty Capital III,
LLC

      405 Park Avenue, 15th
Floor

      New York, New York 10022

      Attention:  William M.
Kahane

      Fax No.: (212) 421-5799

      E-Mail:  wkahane@arlcap.com


      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      


      


      


      and to:

      


      American
Realty Capital III, LLC

      405 Park Avenue, 15th
Floor

      New York, New York 10022

      Attention:  Jesse
Galloway

      Fax No.: (212) 421-5799

      E-Mail:  JGalloway@arlcap.com

      


      with a copy to Purchaser’s
attorney:

      


      Donovan & Giannuzzi,
LLP

      261 Madison Avenue, 22nd
Floor

      
        	
                 
      

              	
                New
      York, New York 10016

              


      

      
        	
                 
      

              	
                Attention:
      Nicholas T. Donovan, Esq.

              


      

      
        	
                 
      

              	
                Fax
      No.: (212) 223-0966

              


      

      
        	
                 
      

              	
                E-Mail:  NickD@DGLaw.us

              


      

      


      
        	
                 
      

              	
                If
      to Escrow Agent:

              


      

      


      Chicago Title Insurance
Company

      Suite 1325, 1515 Market
Street,

      Philadelphia, PA
19102-1930

      Attention:  Edwin G.
Ditlow

      Telephone: 215-875-4184

      Telecopy: 215-732-1203

      E-Mail: ditlowE@ctt.com

      


      17.2           Notices
or other communications (including agreements) signed by the attorneys for the
respective parties shall be deemed binding upon the parties.  Either
party may by notice to the other change the person or address for receipt of
notices.  Notices sent by hand delivery or Federal Express shall be
effective when received or rejected by the recipient or the recipient’s office
or firm.

      


      Article 18. Seller’s Obligations as to
Leases.

      


      18.1           Unless otherwise provided in a schedule
attached to this Agreement, between the date of this Agreement and the Closing,
Seller shall not, without Purchaser’s prior written consent (which may be
granted or withheld in Purchaser’s sole and absolute discretion): (a) amend,
renew or extend any Lease in any respect, unless required by law; or (b)
terminate any Lease or tenancy except by reason of a material default by the
Tenant thereunder (and then only with the prior written consent of Purchaser,
which shall not be unreasonably withheld).


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      


      


      18.2           Between the date of this Agreement and
the Closing, Seller shall not permit occupancy of, or enter into any new lease
for, space which is presently vacant or which may hereafter become vacant,
without the prior written consent of Purchaser. In connection therewith, between the
date of this Agreement and the Closing, if Seller shall receive a bona fide
offer for the leasing of any space within the Property which is presently vacant, or which may
hereafter become vacant, and if Seller wishes to accept such offer, then Seller
shall provide written notice of such offer to Purchaser, including the name of
the prospective tenant, the proposed rent, and any and all other material terms
thereof.  
Purchaser acknowledges and agrees that it shall not be an objection to closing
this transaction if any Tenant is in default of their Lease, provided that the
condition set forth in Article
18.3 below shall be
satisfied.

      


      18.3           It shall be a condition to Closing that
none of the Tenants have (i) terminated their respective Leases; (ii) vacated
their respective Units; or (ii) delivered notice to Seller of such Tenant’s
intention to terminate their respective Leases and/or vacate their respective
Units; (iv) filed for Bankruptcy; or (v) delivered notice to Seller of such
Tenants intention to file for Bankruptcy.

      


      Article
19.  Miscellaneous..

      


      19.1           Solely
as an accommodation to Purchaser, Seller shall request that Seller’s mortgage
lender assign the mortgage currently encumbering any one (1) or more Units to
Purchaser’s mortgage lender; provided however that in no event shall Seller be
obligated to incur any expense or commence any legal action in connection with
the foregoing.  Such assignment shall be non-recourse to the assigning
lender and without representation or warranty except as otherwise agreed by such
assigning lender.  It is expressly acknowledged and agreed to by
Purchaser that such assignment is not a condition of any kind or nature
whatsoever to Purchaser’s obligation under this Agreement and Seller shall have
no liability to the Purchaser if the assignment fails to occur.  If
such mortgage is assigned to Purchaser’s mortgage lender, (x) same shall not be
deemed an objection to title, (y) the fees for such mortgage assignment due to
the assigning lender and/or its counsel shall be paid by Purchaser (the “Costs”) and (z)
Purchaser shall pay in Good Funds to Seller at Closing a sum equal to fifty
(50%) percent of the mortgage recording tax savings less the
Costs.  Purchaser agrees to cooperate with Seller in attempting to
affect such assignment.

       

      19.2           All
understandings and agreements heretofore had between Seller and Purchaser are
merged in this Agreement, which alone completely expresses their
Agreement.  This Agreement is entered into after full investigation,
neither party relying upon any statement or representation made by the other and
not embodied in this Agreement.

      



      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      


      19.3           Purchaser’s
acceptance of the deed to the Property shall be deemed an acknowledgment by
Purchaser that Seller has fully complied with all of its obligations hereunder;
that Seller is discharged therefrom (or Purchaser has waived compliance
therewith); and that Seller shall have no further obligation or liability with
respect to any of the agreements, representations and/or warranties made by
Seller in this Agreement, which shall be merged with the deed to the Property;
except for those provisions of this Agreement (if any) which expressly provide
that any obligation of Seller shall survive the Closing.

      


      19.4           
Purchaser may assign all of Purchaser's rights hereunder to any wholly owned
subsidiary of Purchaser or a wholly owned subsidiary directly or indirectly of
American Realty Capital New York Recovery REIT, Inc. or American Realty Capital
Trust, Inc., without the prior written consent of Seller; provided, however, that
Purchaser shall not be released from its obligations hereunder by reason thereof
and Purchaser notifies Seller in writing of said assignment and delivers a fully
executed assignment and assumption agreement with respect to the matter all of
same to be received by Seller at least five (5) days prior to the
Closing.  Purchaser agrees that Purchaser shall not assign this
Agreement to an unrelated third-party or to an entity in which an unrelated
third party has an interest prior to the Closing Date in a so-called “flip”
transaction.

      


      19.5           This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors and permitted
assigns.

      


      19.6           This
Agreement does not constitute an offer to sell and shall not bind Seller unless
and until Seller elects to be bound hereby by duly executing and delivering to
Purchaser an executed original counterpart hereof.

      


      19.7           This
Agreement may only be amended, modified, altered, supplemented or, except as
otherwise expressly provided herein, terminated, by a written instrument signed
by Seller and Purchaser.

       

      19.8           Purchaser
acknowledges and agrees that the sale of the Property contemplated hereunder is
subject to the terms of the Declarations, By-Laws and Rules and Regulations of
the Condominiums, and any other governing documents of the Condominiums, as the
same may be amended and modified from time to time (collectively, the “Condominium
Documents”).

      


      19.9           If
any provision of this Agreement or the application thereof to any party or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement, or the application of such provision to parties or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each provision shall be valid and be enforced to
the fullest extent permitted by law, provided, however, the foregoing does not
affect the material terms of this Agreement or the intent for the parties with
respect to the transaction contemplated hereby.

      


      19.10         Neither
Purchaser or Seller, nor any of their affiliates, are in violation of any
Anti-Terrorism Law (as hereinafter defined) or engages in or conspires to engage
in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law.  ”Anti-Terrorism Laws” shall mean any laws
relating to terrorism or money laundering, including: Executive Order No. 13224;
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has
been, or may hereafter be, renewed, extended, amended or replaced; the
applicable laws compromising or implementing the Bank Secrecy Act; and the
applicable laws administered by the United States Treasury Department’s Office
of Foreign Asset Control (as any of the foregoing may from time to time be
amended, renewed, extended, or replaced).


      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      


      


      19.11         This
Agreement, and the rights, obligations and relations of the parties hereunder,
shall be governed by and construed and enforced in accordance with the laws of
the State of New York without giving effect to the conflict-of-law rules and
principles of that state.

      


      19.12         A
facsimile, “pdf” and/or electronic copy of a signed original counterpart of this
Agreement shall be deemed sufficient to bind the parties, and shall be deemed an
original for all purposes.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
which, when combined, shall constitute one (1) fully executed original
document.

      


      19.13         THE
PARTIES HERETO WAIVE TRIAL BY JURY IN CONNECTION WITH ANY AND ALL MATTERS
ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT AND/OR THE RELATIONSHIP
BETWEEN THE PARTIES HERETO.

      


      19.14         Neither
this Agreement nor any memorandum or other notice of this Agreement shall be
recorded by Purchaser and any recordation or attempted recordation thereof by
Purchaser (or any Purchaser Parties) shall be void and shall constituted a
default by Purchaser hereunder.

      


      19.15         Each
party agrees that, except as otherwise set forth in this Agreement or provided
by law, or unless compelled by an order of a court of competent jurisdiction, it
shall keep the contents of this Agreement, and any information related to the
transactions contemplated hereunder, confidential, unless and until the Closing
Date shall occur, and each party further agrees to refrain from participating in
any publicity statement, press release or other public notice regarding this
transaction prior to the Closing Date, without the prior written consent of the
other party hereto, unless required under applicable law or by a court
order.  Notwithstanding the foregoing, the parties hereto shall be
permitted to disclose the terms and conditions of this Agreement to their
respective attorneys, accountants, financial analysts, bankers, auditors and
other similar persons who reasonably require such information, all of whom shall
be advised, in writing, of the confidential nature of this
Agreement.

      


      19.16       This
Agreement shall be construed without regard to or aid of any presumption, rule
or canon requiring construction against Seller or Purchaser or any party drawing
this Agreement.

      



      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      


      19.17       No
failure or delay of either party in the exercise of any right given to such
party hereunder or the waiver by any party of any condition hereunder for its
benefit (unless the time specified herein for exercise of such right, or
satisfaction of such condition, has expired) shall constitute a waiver of any
other or further right nor shall any single or partial exercise of any right
preclude any other or further exercise thereof or any other right. The waiver of
any breach hereunder shall not be deemed to be a waiver of any other or any
subsequent breach hereof.

      


      19.18       Each
party hereto shall from time to time execute, acknowledge and deliver such
further instruments and perform such additional acts as the other party may
reasonably request to effectuate the intent of this Agreement.

      


      19.19       Each
of the exhibits and schedules referred to herein and attached hereto is
incorporated herein by this reference.

      


      19.20       The
provisions of this Agreement and of the documents to be executed and delivered
at Closing are and will be for the benefit of Seller and Purchaser only and are
not for the benefit of any third party (including, without limitation, the Title
Company and Broker), and accordingly, no third party shall have the right to
enforce the provisions of this Agreement or of the documents to be executed and
delivered at Closing.

      


      19.21       The
section headings appearing in this Agreement are for convenience of reference
only and are not intended, to any extent and for any purpose, to limit or define
the text of any Article, Section or any Subsection hereof.

      


      19.22       Nothing
contained herein will be construed to imply a joint venture, principal or agent
relationship, or other joint relationship between Purchaser and Seller, and
neither party will have the right, power or authority to bind or create any
obligation, express or implied, on behalf of the other party.

      


      19.23       Notwithstanding
anything to the contrary, Seller shall have the right both prior to and after
Closing to make at its sole cost and expense sidewalk repairs relating to
existing sidewalk violations and Purchaser agrees to cooperate with Seller with
respect to same.  This provision shall survive Closing.

      


      [Remainder of Page Intentionally Left
Blank]

       


      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, Seller and
Purchaser have each duly executed this Agreement as of the date first above
written.

      


      


      
        
          
            
              
                
                  	 
      	
                          SELLER:

                        
	 
      	 
      
	 
      	
                          BLEECKER STREET
      CONDO,  LLC, a Delaware limited liability
      company

                        
	 
      	
                          By:  BSC
      Bleecker NA, LLC, an Ohio limited liability company, managing
      member

                        
	 
      	
                          By:
      Beck Street Capital, LLC, an Ohio limited liability company, sole
      member

                        
	 
      	 
      
	 
      	
                          By:
      /s/ Kevin
      Comer                         
      

                        
	 
      	
                          Name:  Kevin
      Comer

                        
	 
      	
                          Title:  Managing
      Member

                        
	 
      	 
      
	 	 
	 
      	
                          382/384 PERRY RETAIL,
      LLC, a Delaware limited liability company

                        
	 
      	
                          By:  BSC
      Perry NA, LLC, a Delaware limited liability company, managing
      member

                        
	 
      	
                          By:
      Beck Street Capital, LLC, an Ohio limited liability company, sole
      member

                        
	 
      	 
      
	 
      	
                          

                                  
                              By:
      /s/ Kevin
      Comer                         
      

                            

                          

                        
	 
      	
                          Name:  Kevin
      Comer

                        
	 
      	
                          Title:  Managing
      Member

                        
	 
      	 
      
	 	 
	 
      	
                          382/384 BLEECKER, LLC, a
      Delaware limited liability company

                        
	 
      	
                          By:  BSC
      Perry, LLC, a Delaware limited liability company, managing
      member

                        
	 
      	
                          By:
      Beck Street Capital, LLC, an Ohio limited liability company, sole
      member

                        
	 
      	 
      
	 
      	
                          
                            By:
      /s/ Kevin
      Comer                         
      

                          

                        
	 
      	
                          Name:  Kevin
      Comer

                        
	 
      	
                          Title:  Managing
      Member

                        
	 
      	
                           

                           

                           

                          [Continued
      on next page]

                           

                           

                        


                

              

            

          

        

      


      
        
           


        

        
          -28-

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        BSC 387 LLC, a Delaware
      limited liability company

                                      
	 
      	
                                        By:  BSCKIM
      Holdco IV, LLC, a Delaware limited liability company, sole
      member

                                      
	 
      	
                                        By:  BSCNYC
      Holdings, LLC, a Delaware limited liability company, managing
      member

                                      
	 
      	
                                        By:
      Beck Street Capital, LLC, an Ohio limited liability company, sole
      member

                                      
	 
      	 
      
	 
      	 
      	
                                        

                                                
                                            By:
      /s/ Kevin
      Comer                         
      

                                          

                                        

                                      
	 
      	 
      	
                                        Name:  Kevin
      Comer

                                      
	 
      	 
      	
                                        Title:  Managing
      Member

                                      
	 
      	 
      
	 
      	 
      
	 
      	
                                        PURCHASER:

                                      
	 
      	 
      
	 
      	
                                        AMERICAN
      REALTY CAPITAL III, LLC

                                      
	 
      	 
      
	 
      	 
      
	 
      	
                                        By:
      /s/ William M.
      Kahane                           
      

                                      
	 
      	
                                        Name:
      William M. Kahane

                                      
	 
      	
                                        Title:
      President

                                      
	 
      	 
      
	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      


      


      


      Receipt
of the Downpayment

      is
acknowledged and the undersigned

      agrees to
act in accordance with the

      provisions
of Article 16
hereof.

      


      CHICAGO
TITLE INSURANCE COMPANY

      


      


      By: /s/ Edwin G.
Ditlow                                              


      Name:  Edwin G.
Ditlow                                             


      Title:  Vice
President                                                  


      Date: September 29,
2010                                           


      


      


      



      
        
           


        

        
          -30-

          
            

          

        

        
           


        

      


      SCHEDULE
A

      


      LEASES

      


      Unit A and Unit C, 382-384 Bleecker
Street:  Standard Form of Office Lease dated as of January 26,
2007, as amended by that certain First Amendment to Lease dated July 19,
2007  by and between 382/384 Bleecker, LLC, predecessor in interest to
382/384 Perry Retail, LLC, as Landlord, and Marc Jacobs International, LLC, as
Tenant

      


      Unit B, 382-384 Bleecker
Street:  Lease dated as of May 17, 2010 by and between 382/384
Perry Retail, LLC, as Landlord, and Michael Kors Stores LLC, as
Tenant.

      


      Unit D, 382-384 Bleecker
Street:  Lease dated as of April 1, 2010 by and between 382/384
Bleecker, LLC, as Landlord, and Touitou, Inc. d/b/a A.P.C., as
Tenant.

      


      Commercial Unit, 387 Bleecker
Street:  Standard Form of Store Lease dated as of February 24,
2006, by and between BSC 387, LLC, as Landlord, and Mulberry USA, LLC, as
Tenant, as assigned by that certain Lease Assignment and Assumption Agreement
dated as of October 5, 2009, between Mulberry USA, LLC, as assignor, and Kilver
Street, Inc., as assignee.

      


      Commercial Unit, 367-369 Bleecker
Street:  Lease dated as of May 26, 2010, by and between
Bleecker Street Condo, LLC, as Landlord, and Burberry Limited, as
Tenant.

      


       


      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      


      SCHEDULE
B

      


      RENT
SCHEDULE

      


      See
attached.

      


      


       

      



      
        
           


        

        
          -32-

          
            

          

        

        
           


        

      


      SCHEDULE
C

      


      SECURITY
DEPOSITS

      


      See
attached.

      



      
        
           


        

        
          -33-

          
            

          

        

        
           


        

      


      SCHEDULE
D

      


      ARREARAGES

      


      None

      


      


      


       


      
        
           


        

        
          -34-

          
            

          

        

        
           


        

      


      SCHEDULE
E

      


      ALLOCATION
OF PURCHASE PRICE

      


      


      
        
          	
                  UNIT

                	
                  Purchase
      Price

                
	 
      	 
      
	
                  Unit
      at 367/369 Bleecker

                	
                  $13,544,694.00

                
	 
      	 
      
	
                  Units
      A at 382/384 Bleecker

                	
                  $  5,113,599.00

                
	 
      	 
      
	
                  Unit
      B at 382/384 Bleecker

                	
                  $  7,935,022.00

                
	 
      	 
      
	
                  Unit
      C at 382/384 Bleecker

                	
                  $  1,489,450.00

                
	 
      	 
      
	
                  Unit
      D at 382/384 Bleecker

                	
                  $  1,708,013.00

                
	 
      	 
      
	
                  Unit
      at 387 Bleecker

                	
                  $  4,209,222.00

                


        

      


      
        
           


        

        
          -35-

          
            

          

        

        
           


        

      


       

      EXHIBIT
A

       

       

      See
Exhibit A-1 for a description of the Unit at 367-369 Bleecker Street, New York,
NY

       

      See
Exhibit A-2 for descriptions of Units A, B, C and D at 382-384 Bleecker Street,
New York, NY

       

      See
Exhibit A-3 for a description of the Unit at 387 Bleecker Street, New York,
NY

       


      
        
           


        

        
          -36-

          
            

          

        

        
           


        

      


       

      EXHIBIT
A-1

       

      Unit
at 367-369 Bleecker Street, New York, New York

       

      The
condominium unit, known as the Commercial Unit, in the building designated as
Maison Pierre Condominium, 367 & 369 Bleecker Street, New York, New York, in
the Declaration Establishing a Plan for Condominium Ownership of said premises
under Article 9-B of the Real Property Law of the State of New York dated July
31, 2006 and recoded in the City Register’s Office on October 20, 2006, in CRFN
2006000588415, the unit also being designated as tax lot 1201 in block 621 of
section 2 of the Borough of Manhattan on the Tax Map of the Real Property
Assessment Department of the City of New York and on the floor plans of the
building, certified by BKSK Architects LLP and filed in the City Register’s
Office on October 20, 2006, in CRFN 2006000588416.

       

      Together
with an undivided 25.8349% interest in the common elements of the
Condominium.

       

      The
premises within which the Unit is located being more particularly described as
follows:

       

      All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City, County and State of New York, bounded and described as
follows:

       

      Beginning
at the corner formed by the intersection of the easterly side of Bleecker Street
with the northerly side of Charles Street;

       

      Thence
northerly along the easterly side of Bleecker Street, 49 feet to a point at the
division line between independent walls of the building on the described
premises and the building on the premises adjoining on the north;

       

      Thence
easterly along said division line about 41 feet 10 3⁄4 inches (41 feet 8 inches on
the Tax Map) to a point in the prolongation northerly of the centre line of a
party wall;

       

      Thence
southerly and part of the way through the centre of said party wall about 48
feet 11 inches to the northerly side of Charles Street;

       

      Thence
westerly along the northerly side of Charles Street about 41 feet (41 feet 8
inches on the Tax Map) to the point or place of beginning.

       

      TOGETHER with all the right,
title and interest of the party of the first part, of in and to the land lying
in the street in front of and adjoining said premises.

       

      


       


      
        
           


        

        
          -37-

          
            

          

        

        
           


        

      


       

      EXHIBIT
A-2

       

      Unit
A at 382-384 Bleecker Street

       

      The
Condominium Unit (the “Unit”) known as Unit A in the building designated as the
Altavista Condominium in the Declaration Establishing a Plan for Condominium
Ownership of said premises under Article 9-B of the Real Property Law of the
State of New York, dated March 9, 2007 and recorded in the Office of the
Register of New York County (the “Register’s Office”) on May 18, 2007 as CRFN
2007000261199, and also designated as tax lot 1122 in block 621 of the Borough
of Manhattan on the Tax Map of the Real Property Assessment Department of the
City of New York and on the floor plans of said building, certified by BKSK
Architects, LLP, and filed with the Real Property Assessment Department of the
City of New York as Condominium Plan No. 1688, and also filed in the Register’s
Office on May 18, 2007 as CRNF 200700261200.

       

      Together
with an undivided 4.1591% interest in the common elements (as such term is
defined in the Declaration).

       

       The
premises within which the Unit is located are more particularly described as
follows:

       

      All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City of New York, in the County and State of New York, bounded and
described as follows:

       

      Beginning
at the southwesterly corner of Bleecker and Perry Streets; and

       

      Running
thence westerly along the southerly side of Perry Street, seventy (70)
feet;

       

      Thence
southerly parallel to Bleecker Street, forty-two (42) feet six (6) inches to the
land whereof George Suckley died seized;

       

      Thence
easterly along the same parallel to Perry Street, seventy (70) feet to Bleecker
Street; and

       

      Thence
northerly along Bleecker Street forty-two (42) feet, six (6) inches to the point
or place of beginning.

       

      TOGETHER with all the right,
title and interest of the party of the first part, of in and to the land lying
in the street in front of and adjoining said premises.

       

       

      


       


      
        
           


        

        
          -38-

          
            

          

        

        
           


        

      


       

      Unit
B at 382-384 Bleecker Street

       

      The
Condominium Unit (the “Unit”) known as Unit B in the building designated as the
Altavista Condominium in the Declaration Establishing a Plan for Condominium
Ownership of said premises under Article 9-B of the Real Property Law of the
State of New York, dated March 9, 2007 and recorded in the Office of the
Register of New York County (the “Register’s Office”) on May 18, 2007 as CRFN
2007000261199, and also designated as tax lot 1123 in block 621 of the Borough
of Manhattan on the Tax Map of the Real Property Assessment Department of the
City of New York and on the floor plans of said building, certified by BKSK
Architects, LLP, and filed with the Real Property Assessment Department of the
City of New York as Condominium Plan No. 1688, and also filed in the Register’s
Office on May 18, 2007 as CRNF 200700261200.

       

      Together
with an undivided 7.2169%% interest in the common elements (as such term is
defined in the Declaration).

       

      The
premises within which the Unit is located are more particularly described as
follows:

       

      All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City of New York, in the County and State of New York, bounded and
described as follows:

       

      Beginning
at the southwesterly corner of Bleecker and Perry Streets; and

       

      Running
thence westerly along the southerly side of Perry Street, seventy (70)
feet;

       

      Thence
southerly parallel to Bleecker Street, forty-two (42) feet six (6) inches to the
land whereof George Suckley died seized;

       

      Thence
easterly along the same parallel to Perry Street, seventy (70) feet to Bleecker
Street; and

       

      Thence
northerly along Bleecker Street forty-two (42) feet, six (6) inches to the point
or place of beginning.

       

      TOGETHER with all the right,
title and interest of the party of the first part, of in and to the land lying
in the street in front of and adjoining said premises.

       

       


      
        
           


        

        
          -39-

          
            

          

        

        
           


        

      


       

      Unit
C at 382-384 Bleecker Street

       

      The
Condominium Unit (the “Unit”) known as Unit C in the building designated as the
Altavista Condominium in the Declaration Establishing a Plan for Condominium
Ownership of said premises under Article 9-B of the Real Property Law of the
State of New York, dated March 9, 2007 and recorded in the Office of the
Register of New York County (the “Register’s Office”) on May 18, 2007 as CRFN
2007000261199, and also designated as tax lot 1124 in block 621 of the Borough
of Manhattan on the Tax Map of the Real Property Assessment Department of the
City of New York and on the floor plans of said building, certified by BKSK
Architects, LLP, and filed with the Real Property Assessment Department of the
City of New York as Condominium Plan No. 1688, and also filed in the Register’s
Office on May 18, 2007 as CRNF 200700261200.

       

      Together
with an undivided 4.4701% interest in the common elements (as such term is
defined in the Declaration).

       

      The
premises within which the Unit is located are more particularly described as
follows:

       

      All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City of New York, in the County and State of New York, bounded and
described as follows:

       

      Beginning
at the southwesterly corner of Bleecker and Perry Streets; and

       

      Running
thence westerly along the southerly side of Perry Street, seventy (70)
feet;

       

      Thence
southerly parallel to Bleecker Street, forty-two (42) feet six (6) inches to the
land whereof George Suckley died seized;

       

      Thence
easterly along the same parallel to Perry Street, seventy (70) feet to Bleecker
Street; and

       

      Thence
northerly along Bleecker Street forty-two (42) feet, six (6) inches to the point
or place of beginning.

       

      TOGETHER with all the right,
title and interest of the party of the first part, of in and to the land lying
in the street in front of and adjoining said premises.

       

       

      


       


      
        
           


        

        
          -40-

          
            

          

        

        
           


        

      


       

      Unit
D at 382-384 Bleecker Street

       

      The
Condominium Unit (the “Unit”) known as Unit No. 1 in the building designated as
the Altavista Condominium in the Declaration Establishing a Plan for Condominium
Ownership of said premises under Article 9-B of the Real Property Law of the
State of New York, dated March 9, 2007 and recorded in the Office of the
Register of New York County (the “Register’s Office”) on May 18, 2007 as CRFN
2007000261199, and also designated as tax lot 1101 in block 621 of the Borough
of Manhattan on the Tax Map of the Real Property Assessment Department of the
City of New York and on the floor plans of said building, certified by BKSK
Architects, LLP, and filed with the Real Property Assessment Department of the
City of New York as Condominium Plan No. 1688, and also filed in the Register’s
Office on May 18, 2007 as CRNF 200700261200.

       

      Together
with an undivided 4.8070%% interest in the common elements (as such term is
defined in the Declaration).

       

      The
premises within which the Unit is located are more particularly described as
follows:

       

      All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City of New York, in the County and State of New York, bounded and
described as follows:

       

      Beginning
at the southwesterly corner of Bleecker and Perry Streets; and

       

      Running
thence westerly along the southerly side of Perry Street, seventy (70)
feet;

       

      Thence
southerly parallel to Bleecker Street, forty-two (42) feet six (6) inches to the
land whereof George Suckley died seized;

       

      Thence
easterly along the same parallel to Perry Street, seventy (70) feet to Bleecker
Street; and

       

      Thence
northerly along Bleecker Street forty-two (42) feet, six (6) inches to the point
or place of beginning.

       

      TOGETHER with all the right,
title and interest of the party of the first part, of in and to the land lying
in the street in front of and adjoining said premises.

      
 

       


      
        
           


        

        
          -41-

          
            

          

        

        
           


        

      


       

      EXHIBIT
A-3

       

      Unit
at 387 Bleecker Street, New York, New York

       

      The
condominium Unit (the “Unit”) known as Commercial Unit in the premises known as
387 Bleecker Street Condominium, said Unit being designated and described as
Commercial Unit in the Declaration Establishing a Plan for Condominium Ownership
of said premises under Article 9-B of the Real Property Law of the State of New
York dated December 7, 2009 and recorded December 17, 2009 in the New York
County Register’s Office (the “Register’s Office”) as CRFN 2009000413452, as
such Declaration was amended by that certain First Amendment to Declaration
dated as of February 25, 2010 and filed in the Register’s Office on March 3,
2010 as CRFN 2010000072605, and also designated as tax lot 1101 in Block 622 of
the Borough of Manhattan and on the Tax Map of the Real Property Assessment
Department of the City of New York and on the floor plans of said building
certified by Marc Kemeny of K Square Designs, Inc., Architect, on December 9,
2009 and filed with the Real Property Assessment Department of the City of New
York on December 11, 2009 and filed in the Register’s Office on December 17,
2009 as CRFN 2009000413453.

       

      Together
with a total undivided 33.6867% interest in the common elements (as such term is
defined in the declaration).

       

      The
premises within which the Unit is located are more particularly described as
follows:

       

      All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City, County and State of New York, bounded and described as
follows:

       

      Beginning
at a point on the easterly side of Bleecker Street, distant 21 feet 11 inches
northerly from the corner formed by the intersection of the northerly side of
Perry Street with the easterly side of Bleecker Street;

       

      Running
thence northerly along the easterly side of Bleecker Street, 15 feet 11 1/2
inches;

       

      Thence
easterly along a line forming an angle of 90° 13’ 10" on its northerly side with
the easterly side of Bleecker Street, 33 feet 1/2 inch;

       

      Thence
southerly along a line forming an angle of 90° 12’ 10" on its westerly side with
the last mentioned course, 11 feet 6 1/2 inches;

       

      Thence
westerly along a line forming an angle of 88° 28’ 20" on its northerly side with
the last mentioned course, 4 feet 11 3/4 inches;

       

      Thence
southerly along a line forming an angle of 88° 28’ 20" on its easterly side with
the last mentioned course, 5 feet 2 inches;

       

      Thence
westerly along a line forming an angle of 89° 28’ 20" on its northerly side with
the last mentioned course and part of the distance through a party wall, 27 feet
8 1/2 inches to the easterly side of Bleecker Street, the point or place of
beginning.

       

      TOGETHER with all the right,
title and interest of the party of the first part, of in and to the land lying
in the street in front of and adjoining said premises.

       


      
        
           


        

        
          -42-

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      ADDITIONAL
PERMITTED EXCEPTIONS

       

      Affecting
the portion of the Property located at 367-369 Bleecker Street, New York, New
York

      
        
          	 	 
	
                  1.

                	
                  Notice
      of landmark historic district recorded in Register’s Office on April 29,
      1969 in Reel 138, page 120.  Improvements on said premises are
      subject to the restrictions as to use provided in the Administrative Code
      of the City of New York, Title 25, Chapter 3.

                
	 	 
	
                  2.

                	Covenants
      and restrictions recorded on July 10, 1865 in Liber 932 Cp.
  529.


        

      

       

      
        	
                3.

              	
                Terms,
      restrictions, conditions, and easements set forth in the Declaration of
      Condominium and By-Laws of the Maison Pierre Condominium dated July 31,
      2006, recorded October 20, 2006 as CRFN
  2006000588415.

              


      

       

      4. 
          Sidewalk violation,
filed August 1, 1989, Index no. 50274.

       

      
        	
                5.

              	
                Power
      of Attorney to Board of Managers of the Maison Pierre Condominium, their
      successors in office dated on or about the Closing Date (if required), and
      to be duly recorded in the office of the Register, New York
      County.

              


      

       

      
        	
                6.

              	
                Tax
      Lien Certificate No. 1A recorded as CRFN
  2008000280686.

              


      

       

      Affecting
the portion of the Property located at 382-384 Bleecker Street, New York, New
York

      
        
          	 	 
	
                  1.

                	
                  Notice
      of landmark historic district recorded in Register’s Office on April 29,
      1969 in Reel 138, page 120.  Improvements on said premises are
      subject to the restrictions as to use provided in the Administrative Code
      of the City of New York, Title 25, Chapter
3.

                


        

      

       

      
        	
                2.

              	
                Covenants
      and restrictions recited in a deed recorded on April 1, 1847 in Liber 487
      Cp. 481.

              


      

       

      
        	
                3.

              	
                Terms,
      restrictions and conditions set forth in the Declaration of Condominium
      and By-Laws of the Altavista Condominium dated March 9, 2007, recorded May
      18, 2007 as CRFN 2007000261199 and First Amendment to Declaration of
      Condominium dated as of December 9, 2009 and recorded on December 23, 2009
      as CRFN 2009000421186.

              


      

       

      
        	
                4.

              	
                Power
      of Attorney to Board of Managers of the Altavista Condominium, their
      successors in office dated on or about the Closing Date (if required), and
      to be duly recorded in the office of the Register, New York
      County.

              


      

       

      
        
          	
                  Affecting
      the portion of the Property located at 387 Bleecker Street, New York, New
      York

                


        

      

       

      
        	
                1.

              	
                Notice
      of landmark historic district recorded in Register’s Office on April 29,
      1969 in Reel 138, page 120.  Improvements on said premises are
      subject to the restrictions as to use provided in the Administrative Code
      of the City of New York, Title 25, Chapter
3.

              


      

       


      
        
           


        

        
          -43-

          
            

          

        

        
           


        

      


      2.           Beam
Rights Agreement recorded on March 18, 1864 in Liber 896 Cp.321.

       

      
        	
                3.

              	
                Party
      Wall and Beam Rights Agreement dated November 9, 1949 and recorded on
      February 18, 1950 in Liber 4660 Cp.
249.

              


      

       

      
        	
                4.

              	
                Covenants
      and Restrictions recited in a Garden Agreement recorded February 26, 1929
      in Liber 3697 Cp 430; Covenants and Restrictions recited in a Heating
      Agreement recorded May 3, 1930 in Liber 3768 Cp
  40.

              


      

       

      a)
Amendment to above Agreements recorded March 20, 1943 in Liber 4196 Cp
155.

       

      b)
Amendment to above Agreements recorded March 1, 1954 in Liber 4870 Cp
417.

       

      c)
Amendment to above Agreements recorded November 25, 1960 in Liber 5133 Cp
506.

       

      d)
Amendment to above Agreements recorded July 19, 1974 in Reel 319 page
1126.

       

      e)
Amendment to above Agreements recorded January 21, 1988 in Reel 1352 page
378.

       

      f)
Amendment to above Agreements recorded May 19, 2000 in Reel 3105 page
671.

       

      5.           Access
Easement Agreement recorded July 27, 1932 in Liber 3839 Cp 364.

       

      
        	
                6.

              	
                Terms,
      covenants, conditions and agreements contained in an unrecorded lease made
      by and between BSC 387 LLC, Lessor, and MULBERRY USA, LLC, Lessee, dated
      as of February 24, 2006, as set forth in Subordination, Non-disturbance
      and Attornment Agreement, recorded on April 14, 2006 as CRFN
      2006000207227.

              


      

       

      
        	
                7.

              	
                Terms,
      restrictions, conditions, and easements set forth in the Declaration of
      Condominium and By-Laws of the 387 Bleecker Street Condominium dated as of
      December 7, 2009 and recorded on December 17, 2009 as CRFN 2009000413452
      and First Amendment to Declaration of Condominium dated as of February 25,
      2010 and recorded on March 3, 2010 as CRFN
  2010000072605.

              


      

       

      
        	
                8

              	
                Power
      of Attorney to Board of Managers of the 387 Bleecker
      Street  Condominium, their successors in office dated on or
      about the Closing Date (if required), and to be duly recorded in the
      office of the Register, New York
County.

              


      

       

      9.           Sidewalk
Violation filed February 27, 2008, Index no. 81139.

       

      



      
        
           


        

        
          -44-

          
            

          

        

        
           


        

      


       

      EXHIBIT
C

       

      CONSTRUCTION
CONTRACTS

       

      367-369 Bleecker Street, New
York, New York

       

       -
Owner is currently under contract with a contractor to relocate the electric
meters in the Unit into the vault space.

       

      



      
        
           


        

        
          -45-

          
            

          

        

        
           


        

      


       

      EXHIBIT
D

       

      OWNERS

       

      


      
        
          	
                  Street
      Address

                	
                  Unit

                	
                  Owner

                	
                  Block/Lot

                
	
                  387
      Bleecker Street

                	
                  Comm

                	
                  BSC
      387 LLC

                	
                  Block  622

                   

                  Lot
      1101

                
	
                  382/384
      Bleecker Street

                	
                  Unit
      A

                	
                  382/384
      Perry Retail, LLC

                	
                  Block
      621

                   

                  Lot
      1122

                
	
                  382/384
      Bleecker Street

                	
                  Unit
      B

                	
                  382/384
      Perry Retail, LLC

                	
                  Block
      621

                   

                  Lot
      1123

                
	
                  382/384
      Bleecker Street

                	
                  Unit
      C

                	
                  382/384
      Perry Retail, LLC

                	
                  Block
      621

                   

                  Lot
      1124

                
	
                  382/384
      Bleecker Street

                	
                  Unit
      D

                	
                  382/384
      Bleecker, LLC

                	
                  Block
      621

                   

                  Lot
      1101

                
	
                  367/369
      Bleecker Street

                	
                  Comm

                	
                  Bleecker
      Street Condo, LLC

                	
                  Block
      621

                   

                  Lot
      1201

                


        

      


      
        
           


        

        
          -46-

          
            

          

        

        
           


        

      


       EXHIBIT
E

      


      ASSIGNMENT AND ASSUMPTION OF
LEASES


      


      KNOW ALL MEN BY THESE PRESENTS
that _____________ having offices at _______________________ (the “Assignor”), in consideration
of Ten ($10.00) Dollars and other good and valuable consideration in hand paid
by ___________________________ having offices at
_______________________________  (the “Assignee”), the receipt and
sufficiency of which is hereby acknowledged, hereby assigns unto the Assignee
all of Assignor’s right, title and interest in and to the
following:

      


      All leases made and entered into by
Assignor and set forth on Schedule “A” attached
hereto occupying space at those certain premises located at
______________________ (the “Leases”).

      


      TO HAVE AND TO HOLD the same
unto the Assignee, its successors and assigns, from and after the date hereof
subject to the terms, covenants, conditions and provisions contained in the
Leases.

      


      This assignment is made without
warranty or representation, express or implied, by, or recourse against, the
Assignor of any kind or nature whatsoever except as specifically provided in
that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC
387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384
Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the
“Purchase Agreement”).

      


      The Assignee hereby assumes the
performance of all of the terms, covenants and conditions of the Leases herein
assigned by the Assignor to the Assignee from and after the date hereof and
hereby agrees to perform all of the terms, covenants and conditions contained in
the Leases from and after the date hereof, all with the full force and effect as
if Assignee had signed the Leases originally as the landlord named
therein.  Assignor shall remain liable and responsible for any
unperformed obligations under the Leases which arose prior to the date of this
Agreement.

      


      Assignee does hereby for itself and its
legal representatives, successors and assigns agree to indemnify and save
harmless Assignor and its legal representatives, successors and assigns, from
and against any and all claims, costs, charges, expenses, losses and fees,
including, but not limited to, reasonable attorneys’ fees, incurred by Assignor,
arising from or as a result of Assignee’s acts or omissions, arising from and
after the date hereof, asserted by any of said tenants or any person or persons
claiming under any of them with respect to any such Leases.

      


      Assignor does hereby for itself and its
legal representatives, successors and assigns agree to indemnify and save
harmless Assignee and its legal representatives, successors and assigns, from
and against any and all claims, costs, charges, expenses, losses and fees,
including, but not limited to, reasonable attorneys’ fees, incurred by Assignee,
arising from or as a result of Assignor’s acts or omissions, arising prior to
the date hereof, asserted by any of said tenants or any person or persons
claiming under any of them with respect to any such Leases.


      
        
           


        

        
          -47-

          
            

          

        

        
           


        

      


      


      This Agreement may be executed in
counterparts, which counterparts, when taken together, shall constitute a single
agreement.

      


      Rent collected under the Leases shall
be treated in accordance with the requirements of Section 11.2 of the Purchase
Agreement, which is incorporated herein by this reference.

      


      IN WITNESS WHEREOF, the
parties hereto have set their hands as of the ___ day of ________________,
2010.

      


      


      ASSIGNOR:


      


      By:
________________________

      


      


      


      ASSIGNEE:


      


      By:
_______________________

      


      



      
        
           


        

        
          -48-

          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      ASSIGNMENT AND ASSUMPTION OF
SECURITY DEPOSITS

       

      KNOW ALL MEN BY TIIESE PRESENTS
that ____________ having offices at _________________________________
(the “Assignor”), in
consideration of Ten ($10.00)
Dollars and other good and valuable consideration in hand paid by
_______________________________ having offices at __________________ (the “Assignee”), the receipt and
sufficiency of which is hereby acknowledged, hereby assigns unto the Assignee
all of Assignor’s right, title and interest in and to the
following:

      


      All security deposits in the aggregate
amount listed on Schedule A annexed
hereto (the “Deposits”)
held by Assignor or its agent under all leases made and entered into by Assignor
with any and all tenants, which tenants are parties to such leases affecting
those certain premises as described on Schedule A (the “Assigned
Leases”).

      


      TO HAVE AND TO HOLD the same
unto the Assignee, its successors and assigns, from and after the date hereof
subject to the terms, covenants, conditions and provisions contained in the said
leases.

      


      This assignment is made without
warranty or representation, express or implied, by, or recourse against, the
Assignor of any kind or nature whatsoever except as specifically provided in
that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC
387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384
Bleecker, LLC, as Seller, and American Realty Capital III, LLC, as
Purchaser.

      


      Assignee does hereby for itself and its
successors and assigns acknowledge receipt of the Deposits and does agree to
hold and apply all Deposits received from Assignor in accordance with the terms
of the said leases and/or tenancies pursuant to which the same were initially
deposited.  Assignor represents and warrants to Assignee that the
Deposits listed on Schedule A are the only security deposits held by Assignor
with respect to the Assigned Leases.

      


      Assignee does hereby for itself and its
legal representatives, successors and assigns agree to indemnify and save
harmless Assignor and its legal representatives, successors and assigns, from
and against any and all claims, costs, charges, expenses, losses and fees,
including, but not limited to, reasonable attorneys’ fees, incurred by Assignor,
arising from or as a result of Assignee’s acts or omissions, arising from and
after the date hereof asserted by any of said tenants or any person or persons
claiming under any of them with respect to any such Deposits.

      


      Assignor does hereby for itself and its
legal representatives, successors and assigns agree to indemnify and save
harmless Assignee and its legal representatives, successors and assigns, from
and against any and all claims, costs, charges, expenses, losses and fees,
including, but not limited to, reasonable attorneys’ fees, incurred by Assignee,
arising from or as a result of Assignor’s acts or omissions, arising prior to
the date hereof asserted by any of said tenants or any person or persons
claiming under any of them with respect to any sums referenced in the Assigned
Leases as security deposits or otherwise paid by such tenants or persons as
security deposits and not included in the Deposits.


      
        
           


        

        
          -49-

          
            

          

        

        
           


        

      


      


      This agreement may be executed in
counterparts, which counterparts, when taken together, shall constitute a single
agreement.


      


      IN WITNESS WHEREOF, the
parties hereto have set their hands as of the ____ day ____________,
2010.


      


      ASSIGNOR:


      


      By:
___________________________

      


      


      ASSIGNEE:


      


      By:
___________________________

      



      
        
           


        

        
          -50-

          
            

          

        

        
           


        

      


       

      EXHIBIT
G

       

      ESTOPPEL
CERTIFICATE

       

      (“CERTIFICATE”)

      


      
        
          	
                  To:

                	
                  (the
      “Purchaser”)

                
	
                  From:

                	
                  Board
      of Managers (“Condominium
      Board”) of _______________
      CONDOMINIUM (“Condominium”),
      ______ Bleecker Street, New York, New York 10014

                
	
                  Re:

                	
                  Conveyance
      of Commercial Unit
      at __________ Bleecker Street (the “Unit”) of the Condominium from
      __________________ (“Seller”)
to Purchaser

                


        

      

       

      The
undersigned hereby certifies as follows:  (a) Common Charges
assessed by the Condominium Board against the Unit have been paid to, and
including, _______________;
(b) no Special Assessments have been levied by the Condominium Board
against the Unit and no unpaid additional Common Charges or other indebtedness
is owed by the Unit under the Condominium Documents;
(c) there are not, to the actual knowledge of the Condominium
Board, any uncured defaults or violations on the part of Seller, as Owner of the
Unit, under the Condominium Documents, as amended.

       

      This
Certificate shall be conclusive upon the Condominium Board and all Unit Owners
in favor of Purchaser, Purchaser’s successors and assigns and all Persons who
rely upon this Certificate in good faith.

       

      The
definitions of the terms contained in the Declaration establishing the
Condominium and the By-Laws shall apply when such terms are used herein without
express definition.

       

      IN
WITNESS WHEREOF, the Condominium Board has duly executed this Certificate
on  the __ day of _________________, 2010.

       

       

      Board of
Managers of

      __________________
CONDOMINIUM

       

      By:    
_____________________________   

      Name:

       

      Title:

       

       

      


       


      
        
           


        

        
          -51-

          
            

          

        

        
           


        

      


       

      ACKNOWLEDGMENT

       

       

      STATE OF
NEW YORK           
)

      COUNTY OF
NEW YORK        )s.s.:

       

      On this
___  day of __________________, 2010, before me, the
undersigned, a notary public in and for said state, personally appeared,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

      
 

      ______________________________________

      Notary
Public

      


      



      
        
           


        

        
          -52-

          
            

          

        

        
           


        

      


      EXHIBIT
H

      


      GENERAL
ASSIGNMENT

      


      THIS
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “General Assignment”),
made and entered into this _____day of __________, 2010, between BSC 387, LLC,
382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker,
LLC, each having an address c/o Beck Street Capital, LLC, 100 Vandam Street,
4th
Floor, New York, New York 10013 (“Assignor”) and
_______________________, a ________________having an address at
______________________(“Assignee”).

      


      WITNESSETH:

      


      Assignor for Ten Dollars ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby assigns to Assignee all Assignor’s right, title and
interest in, to and under all transferable licenses, approvals, certificates and
permits and warranties, guaranties and other agreements presently in effect (the
“Property
Certificates”) held by Assignor and exclusively relating to the
occupancy, use or operation of the premises set forth on Schedule A attached
hereto (the “Premises”) pursuant
to that certain Purchase and Sale Agreement dated as of October 1, 2010 between
BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384
Bleecker, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser
(the “Purchase and
Sale Agreement”);

      


      TO HAVE AND TO HOLD unto
Assignee and its successors and assigns from and after the date
hereof.

      


      Assignee hereby expressly assumes the
obligations of Assignor in respect of the Property Certificates accruing from
and after the date hereof.  Assignee hereby agrees to indemnify and
hold harmless Assignor with respect to any claims, losses, suits and expenses
arising from the assumption of the Property Certificates.

      


      This General Assignment is made by
Assignor without recourse and without any expressed or implied representation or
warranty whatsoever except as specifically provided in the Purchase and Sale
Agreement.

      


      This General Assignment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


      
        
           


        

        
          -53-

          
            

          

        

        
           


        

      


      


      This General Assignment may be executed
in counterparts, which counterparts, when taken together, shall constitute a
single agreement.

       

      IN WITNESS WHEREOF, Assignor
and Assignee have executed this General Assignment as of the date first above
written.

      
 

      ASSIGNOR:

      
 

      By:
________________________

         Name:

                        Title:

      


      


      ASSIGNEE:


      


      


      By:  __________________________

         Name:

         Title:

      


      


      



      
        
           


        

        
          -54-

          
            

          

        

        
           


        

      


      EXHIBIT
I

      


      Unrecorded
Easement

      


      (follows)

      


      



      
        
           


        

        
          -55-

          
            

          

        

        
           


        

      


      EXHIBIT
J

      


      Form of
Title Affidavit

      


      TITLE
AFFIDAVIT

      
        


        
          
            
              
                
                  
                    
                      
                        
                          	
                                  STATE
      OF NEW YORK 

                                	)
	 	) SS:
	COUNTY
      OF NEW YORK 	)
	 	 


                        

                      

                    

                  

                

              

            

          

        

      

       

      Title
Report No.:

      Premises:

      Block:

      Lot(s):

      


      The
undersigned, ____________ of  ______________ (the “Company”), being duly
sworn and in such capacity and not personally, deposes and says:

      


      1.           I
am authorized to execute and deliver this Title Affidavit on behalf of the
Company which is the owner of the above-referenced premises (the
“Premises”).

      


      2.           No
tenant has an option to purchase or right of first refusal with respect to the
Premises.

      


      3.           The
Company has not received written notice and has no actual knowledge that any
work has been done upon the Premises by the City of New York, nor has any
written demand been made of the Company by the City of New York for any such
work that may result in charges by the New York City Department of Health,
charges by the New York City Dept. of Environmental Protection for water tap
closing or any related work, or charges by any agency of the City of New York
(including the Office of Rent and Housing Maintenance, Emergency Services
Division) for emergency repair or emergency response work.

      


      4.           The
Company has not received written notice and has no actual knowledge that there
are any unpaid Inspection Fees and/or Permit Fees billed by the Building Dept.
pursuant to Section 26-128 (formerly Section 643a-14.0) of the Administrative
Code of the City of New York, amended by Local Law 10, 1981 and Local Law 25,
1984, and Section 27-4029.1 of the Administrative Code of the City of New York,
amended by Local Law 43, 1988.

      


      5.           The
Company has not received written notice and has no actual knowledge that there
has been any work performed by any agency of the City of New York to cure
problems under the New York City Hazardous Substances Emergency Response
Law.

      



      
        
           


        

        
          -56-

          
            

          

        

        
           


        

      


      We make
this Affidavit to induce Chicago Title Insurance Company (the “Title Insurer”) to issue its
policy of title insurance covering said Premises, knowing that Title Insurer
will rely upon the statements herein made to insure said title free and clear of
the above matters.

      


      


      


      _____________________________

      


      


      Sworn to
before me this

      _____ day
of ______________, 2010

      


      


      __________________________

      Notary
Public

       

      


       

      


       

      


       

      



      
        
           


        

        
          -57-