SUBSCRIPTION
      ESCROW AGREEMENT

    


    



      This
        SUBSCRIPTION ESCROW AGREEMENT, dated as of December 11th 2007 (the “Agreement”),
        is made by and among American Realty Capital Trust, Inc., a Maryland corporation
        (the “Company”), Realty Capital Securities, LLC, a Delaware limited liability
        company (“the Dealer Manager”), and Boston Private Bank & Trust Company, a
        Massachusetts trust company (the “Escrow Agent”).


     

    Whereas,
      the
      Company will issue in a public offering (the “Offering”) its common stock (the
“Shares”) to investors (the “Investors”) pursuant to a Registration Statement on
      Form S-11 (the “Registration Statement”) filed by the Company with the
      Securities and Exchange Commission (the “SEC”);

     

    Whereas,
      the Dealer Manager will act as dealer manager for the Offering;  

     

    Whereas,
      until such time as subscriptions from non-affiliates of the Company have been
      received for Stock, resulting in total minimum capital raised of $2,000,000
      (the
“Minimum Amount”), the Company desires to deposit funds contributed by the
      Investors with the Escrow Agent, to be held for the benefit of the Investors
      and
      the Company; and

     

    Whereas,
      the Escrow Agent represents and warrants that it is and at all times during
      the
      term of this agreement will be, deemed a “bank” as that term is defined in
      Section 3(a)(6) of the Securities Exchange Act of 1934, as
      amended;

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and adequacy of
      which are hereby acknowledged by each of the parties hereto, the parties hereto,
      intending to be legally bound, do hereby agree as follows:

     

    Section
      1. Appointment
      of Escrow Agent.
      The
      Company hereby appoints Boston Private Bank & Trust Company as escrow agent
      in accordance with the terms and conditions set forth herein, and the Escrow
      Agent hereby accepts such appointment.

     

    Section
      2. Proceeds
      to be Escrowed.
      Persons
      subscribing to purchase the Stock will be instructed by the Dealer Manager
      or
      any soliciting dealers to remit the purchase price in the form of checks, drafts
      or wires (hereinafter called “instruments of payment”) payable to the order of,
      or funds wired in favor of, Boston Private Bank & Trust Company, Escrow
      Agent for American Realty Capital Trust, Inc. Any checks received made payable
      to a party other than the Escrow Agent shall be returned to the soliciting
      dealer or investor who submitted the check. By 12:00 p.m. (noon) the next
      business day after receipt of instruments of payment from the Offering, the
      Dealer Manager or its Transfer Agent will send to the Escrow Agent the
      instruments of payment from such subscribers, for deposit by the Escrow Agent
      into an interest-bearing deposit account entitled “American Realty Capital
      Trust, Inc., by Boston Private Bank & Trust Company as Escrow Agent” (the
“Escrow Account”), which deposit shall occur within one (1) business day after
      you receive such materials. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that any checks deposited in the Escrow Account prove uncollectible after
      the funds represented thereby have been released by the Escrow Agent, then
      the
      Company shall promptly reimburse the Escrow Agent for any and all costs incurred
      for such upon request, and the Escrow Agent shall deliver the returned checks
      to
      the Company.

     

    All
      funds
      in the Escrow Account (hereinafter, the “Escrow Property”), until disbursed to
      the Company in accordance with Section 4 hereof, are to be held for the
      benefit of the shareholders of the Company and are not to (i) be commingled
      with
      the monies or become an asset of the Company, or (ii) be subject to attachment,
      levy or other encumbrance in any action by a third party against the Company.
      

     

    Section
      3. Identity
      of Subscribers.
      The
      Company or its Transfer Agent or the Dealer Manager shall furnish to the Escrow
      Agent with each delivery of funds, as provided in Section 2 hereof, a list
      of
      the persons who have paid money for the purchase of Stock showing the name,
      address, tax identification number, number of shares purchased, and the amount
      of money paid. The information comprising the identity of investors shall be
      provided to the Escrow Agent in the format set forth in the List
      of Investors
      attached
      as Exhibit A. All proceeds so deposited shall remain the property of the
      subscriber and shall not be subject to any liens or charges by the Company,
      or
      the Escrow Agent, until released to the Company as hereinafter provided.


     

    The
      Company and the Dealer Manager hereby acknowledges the Escrow Agent’s sole right
      to reject any subscriber based on the results of the Escrow Agent’s internal due
      diligence policies and procedures, including, but not limited to, its “Know Your
      Customer” and anti-money laundering policies. The Escrow Agent may, in its sole
      discretion, reject any subscriber by giving written notice to the Company and
      the Dealer Manager.

     

    Section
      4. Disbursement
      of Funds.
      On a
      weekly basis (and more frequently if requested by the Company), the Escrow
      Agent
      shall notify the Company and the Dealer Manager of the amount of the funds
      received hereunder. If payments of the Minimum Amount or more for Shares are
      obtained at any time prior to the Termination Date (as defined in
      Section 6), the Escrow Agent shall promptly notify the Company and the
      Dealer Manager, and upon the Company’s and Dealer Manager’s delivering a joint
      written notice (the “Disbursement Notice”) attached as Exhibit B signed jointly
      by two Authorized Persons (as defined in Section 12(q)) of the Company,
      stating that is has received and accepted subscription agreements for the
      Minimum Amount of Shares, then the Escrow Agent shall (i) disburse to the
      Company, by check or wire transfer, the funds in the Escrow Account representing
      the gross purchase price for the Stock, and (ii) disburse to the
      subscribers any interest thereon calculated pursuant to the provisions of
      Section 5. Following such disbursements, the Escrow Account shall close and
      thereafter Escrow Agent shall forward directly to the Company upon receipt
      by
      Escrow Agent of any subscription documents and instruments of payment received
      by Escrow Agent from subscribers. If the Minimum Amount of proceeds has not
      been
      obtained and delivered prior to the Termination Date, the Escrow Agent shall,
      within a reasonable time following the Termination Date, but in no event more
      than thirty (30) days after the Termination Date, refund to each investor at
      the
      address appearing on the List of Investors, or at such other address as shall
      be
      furnished to the Escrow Agent by the investor in writing, all sums paid by
      the
      investor pursuant to his subscription agreement for Shares, together with the
      interest accrued on such funds in the Escrow Account, and shall then notify
      the
      Company in writing of such refunds. If the Company rejects any subscription
      for
      which the Escrow Agent has already collected funds, the Escrow Agent shall,
      upon
      the written request of the Company, promptly issue a refund check to the
      rejected subscriber. If the Company rejects any subscription for which the
      Escrow Agent has not yet collected funds but has submitted the subscriber’s
      check for collection, the Escrow Agent shall promptly issue a check in the
      amount of the subscriber’s check to the rejected subscriber after the Escrow
      Agent has cleared such funds. If the Escrow Agent has not yet submitted a
      rejected subscriber’s check for collection, the Escrow Agent shall promptly
      remit the subscriber’s check directly to the subscriber. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5. Investment
      of the Escrow Property.
      Prior
      to the disbursement of funds deposited in the Escrow Account in accordance
      with
      the provisions of Section 2 & 3 hereof, the Escrow Agent shall invest all of
      the funds deposited in the Escrow Account in “Short-Term Investments” (as
      defined below) in compliance with SEC Rule 15c2-4 and the Escrow Agent is
      further authorized and agrees to reinvest all earnings and interest derived
      there from in Short-Term Investments specified below. In the event that
      instruments of payment are returned to the Escrow Agent for nonpayment, the
      Escrow Agent is authorized to debit the Escrow Account in accordance with
      Section 2 hereof. 

     

    “Short-Term
      Investments” include obligations of, or obligations guaranteed by, the United
      States government or bank money-market accounts or certificates of deposit
      of
      national or state banks that have deposits insured by the Federal Deposit
      Insurance Corporation (including certificates of deposit of any bank acting
      as a
      depository or custodian for any such funds) which mature on or before the
      termination of the Offering, unless such instrument cannot be readily sold
      or
      otherwise disposed of for cash by the termination of the Offering without any
      dissipation of the offering proceeds invested. 

     

    The
      following securities are not permissible investments: 

     

    
      	 	
              (a)

            	
              money
                market mutual funds; 

            


    

     

    
      	 	
              (b)

            	
              corporate
                equity or debt securities; 

            


    

     

    
      	 	
              (c)

            	
              repurchase
                agreements; 

            


    

     

    
      	 	
              (d)

            	
              bankers’
                acceptances; 

            


    

     

    
      	 	
              (e)

            	
              commercial
                paper; and 

            


    

     

    
      	 	
              (f)

            	
              municipal
                securities. 

            


    

     

    The
      Escrow Agent shall have no obligation to invest or reinvest the Escrow Property
      if deposited with the Escrow Agent after noon (E.S.T.) on such day of deposit.
      Instructions received after noon (E.S.T.) will be treated as if received on
      the
      following business day. The Escrow Agent shall have no liability whatsoever
      to
      any party or other person or entity for any investment losses resulting from
      the
      investment, reinvestment or liquidation of the Escrow Property. Any interest
      or
      other income received on such investment and reinvestment of the Escrow Property
      shall become part of the Escrow Property and any losses incurred on such
      investment and reinvestment of the Escrow Property shall be debited against
      the
      Escrow Property. If a written direction is not given to the Escrow Agent, the
      Escrow Property shall remain uninvested with no liability for interest therein.
      It is agreed and understood that the Escrow Agent may earn fees associated
      with
      the investments outlined above in accordance with the terms of such investments.
      Notwithstanding the foregoing, the Escrow Agent shall have the power to sell
      or
      liquidate the foregoing investments whenever the Escrow Agent shall be required
      to release all or any portion of the Escrow Property pursuant to Section 4
      hereof. In no event shall the Escrow Agent be deemed an investment manager
      or
      adviser in respect of any selection of investments hereunder. It is understood
      and agreed that the Escrow Agent or its affiliates are permitted to receive
      additional compensation that could be deemed to be in the Escrow Agent’s
      economic self-interest for (1) serving as administrator, shareholder
      servicing agent, custodian or sub-custodian with respect to certain of the
      investments, (2) using affiliates to effect transactions in certain
      investments and (3) effecting transactions in investments.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      6. Term
      of Escrow.
      The
“Termination Date” shall be (i) December 31, 2010 or (ii) the date the
      Escrow Agent receives written notice from the Company that it is abandoning
      the
      sale of the Shares. The Company may extend the termination date for up to one
      year upon written notice to the Escrow Agent. Upon the termination of the
      Agreement any remaining Escrow Property shall be forwarded to the Company in
      accordance with the Company’s written directions.

     

    The
      provisions of Sections 8, 10 and 11 shall survive the termination of this
      Agreement and the earlier resignation or removal of the Escrow
      Agent.

     

    Section
      7. Intentionally
      Omitted.
      

     

    Section
      8. Compensation
      of Escrow Agent.
      The
      Escrow Agent shall be entitled to payment from the Company for customary fees
      and expenses for all services rendered as described in Schedule II (as such
      fees
      may be adjusted from time to time). Annual fees are due annually in advance
      for
      each year or any part thereof.  The
      Company shall reimburse the Escrow Agent on demand for all loss, liability,
      damage, disbursements, advances or expenses paid or incurred by it in the
      administration of its duties hereunder, including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges. The obligations contained in this Section 8 shall survive
      the termination of this Agreement and the resignation or removal of the Escrow
      Agent. 

     


      Section
        9. Resignation
        of Escrow Agent.
        The
        Escrow Agent may, in its sole discretion, resign and be discharged from its
        duties hereunder at any time by giving thirty (30) calendar days’ prior
        written notice of such resignation to the Company and the Dealer Manager.
        The
        Company and the Dealer Manager may remove the Escrow Agent at any time by
        giving
        thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such
        notice, a successor escrow agent shall be appointed by the Company and the
        Dealer Manager who shall provide written notice of such to the resigning
        Escrow
        Agent. Such successor escrow agent shall become the escrow agent hereunder
        upon
        the resignation or removal date specified in such notice. If the Company
        and the
        Dealer Manager are unable to agree upon a successor escrow agent within thirty
        (30) days after such notice, the Escrow Agent may, in its sole discretion,
        deliver the Escrow Property to the Company at the address provided herein
        or may
        apply to a court of competent jurisdiction for the appointment of a successor
        escrow agent or for other appropriate relief. The costs and expenses (including
        its attorneys’ fees and expenses) incurred by the Escrow Agent in connection
        with such proceeding shall be paid by the Company. Upon receipt of the identity
        of the successor escrow agent, the Escrow Agent shall either deliver the
        Escrow
        Property then held hereunder to the successor Escrow Agent, less the Escrow
        Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent
        to be paid from any interest earned in respect of the Escrow Property, or
        hold
        any interest earned in respect of the Escrow Property (or any portion thereof),
        pending distribution, until all such fees, costs and expenses or other
        obligations are paid. Upon its resignation and delivery of the Escrow Property
        as set forth in this Section 9, the Escrow Agent shall be discharged of and
        from
        any and all further obligations arising in connection with the Escrow Property
        or this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      10. Indemnification
      of Escrow Agent.
      The
      Company and the Dealer Manager shall jointly and severally indemnify, defend
      and
      hold harmless the Escrow Agent and its officers, directors, employees,
      representatives and agents, from and against and reimburse the Escrow Agent
      for
      any and all claims, expenses, obligations, liabilities, losses, damages,
      injuries (to person, property, or natural resources), penalties, stamp or other
      similar taxes, actions, suits, judgments, reasonable costs and expenses
      (including reasonable attorney’s fees and expenses) of whatever kind or nature
      regardless of their merit, demanded, asserted or claimed against the Escrow
      Agent directly or indirectly relating to, or arising from, claims against the
      Escrow Agent by reason of its participation in the transactions contemplated
      hereby, including without limitation all costs required to be associated with
      claims for damages to persons or property, and all attorneys’ and consultants’
fees and expenses and court costs. Except to the extent caused by the Escrow
      Agent’s gross negligence or willful misconduct. The provisions of this Section
      10 shall survive the termination of this Agreement or the earlier resignation
      or
      removal of the Escrow Agent.

     

    Section
      11. The
      Escrow Agent.

     

    (a) The
      duties, responsibilities and obligations of Escrow Agent shall be limited to
      those expressly set forth herein and no duties, responsibilities or obligations
      shall be inferred or implied against the Escrow Agent. The Escrow Agent shall
      not be subject to, nor required to comply with, any other agreement to which
      the
      Company or the Dealer Manager is a party, even though reference thereto may
      be
      made herein, or to comply with any direction or instruction (other than those
      contained herein or delivered in accordance with this Agreement) from the
      Company, the Dealer Manager or an entity acting on its behalf. The Escrow Agent
      shall not be required to expend or risk any of its own funds or otherwise incur
      any liability, financial or otherwise, in the performance of any of its duties
      hereunder.

     

    (b) If
      at any
      time the Escrow Agent is served with any judicial or administrative order,
      judgment, decree, writ or other form of judicial or administrative process
      which
      in any way affects the Escrow Property (including but not limited to orders
      of
      attachment or garnishment or other forms of levies or injunctions or stays
      relating to the transfer of the Escrow Property), the Escrow Agent is authorized
      to comply therewith in any manner it or legal counsel of its own choosing deems
      appropriate; and if the Escrow Agent complies with any such judicial or
      administrative order, judgment, decree, writ or other form of judicial or
      administrative process, Escrow Agent shall not be liable to any of the parties
      hereto or to any other person or entity even though such order, judgment,
      decree, writ or process may be subsequently modified or vacated or otherwise
      determined to have been without legal force or effect.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      Escrow Agent shall not be liable for any action taken or omitted or for any
      loss
      or injury resulting from its actions or its performance or lack of performance
      of its duties hereunder in the absence of gross negligence or willful misconduct
      on its part. In no event shall the Escrow Agent be liable (i) for acting in
      accordance with or conclusively relying upon any instruction, notice, demand,
      certificate or document from the Company, the Dealer Manager, or any entity
      acting on behalf of the Company, (ii) for any indirect, consequential, punitive
      or special damages, multiple damages under M.G.L. c. 93A or any other authority,
      damages for lost profits, damages for emotional distress, or attorney’s fees and
      costs, all regardless of the form of action and whether or not any such damages
      were foreseeable or contemplated, (iii) for the acts or omissions of its
      nominees, correspondents, designees, agents, subagents or subcustodians, (iv)
      for the investment or reinvestment of any cash held by it hereunder in
      accordance with the terms hereof, including without limitation any liability
      for
      any delays (not resulting from its gross negligence or willful misconduct)
      in
      the investment or reinvestment of the Escrow Property, or any loss of interest
      or income incident to any such delays, or (v) for an amount in excess of the
      value of the Escrow Property, valued as of the date of deposit, but only to
      the
      extent of direct money damages. The provisions of this subsection shall survive
      the termination of this Agreement or the earlier resignation or removal of
      the
      Escrow Agent. 

     


      (d) If
        any
        fees, expenses or costs incurred by, or any obligations owed to, the Escrow
        Agent or its counsel hereunder are not paid within fifteen (15) calendar
        days of
        when they are due, the Escrow Agent may reimburse itself therefore from the
        Escrow Property and may sell, liquidate, convey or otherwise dispose of any
        investment in respect of the Escrow Property for such purpose. The Escrow
        Agent
        may in its sole discretion withhold from any distribution of any interest
        earned
        in respect of the Escrow Property an amount it believes would, upon sale
        or
        liquidation, produce proceeds equal to any unpaid amounts to which the Escrow
        Agent is entitled to hereunder. 


     

    (e) The
      Escrow Agent may consult with legal counsel of its own choosing, at the expense
      of the Company as to any matter relating to this Agreement, and the Escrow
      Agent
      shall not incur any liability in acting in good faith in accordance with any
      advice from such counsel. Reliance on such advice of counsel shall not effect
      or
      be deemed to be a waiver of the Escrow Agent’s attorney-client privilege or any
      other applicable privilege or protection. 

     

    (f) The
      Escrow Agent shall not incur any liability for not performing any act or
      fulfilling any duty, obligation or responsibility hereunder by reason of any
      occurrence beyond the control of the Escrow Agent (including but not limited
      to
      any act or provision of any present or future law or regulation or governmental
      authority, any act of God or war, civil unrest, local or national disturbance
      or
      disaster, any act of terrorism, the unavailability of the Federal Reserve Bank
      wire or facsimile or other wire or communication facility, or any computer
      or
      other technological malfunction). 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) The
      Escrow Agent shall be entitled to conclusively rely upon any order, judgment,
      certification, demand, notice, instrument or other writing delivered to it
      hereunder without being required to determine the authenticity or the
      correctness of any fact stated therein or the propriety or validity or the
      service thereof. The Escrow Agent may act in conclusive reliance upon any
      instrument or signature believed by it to be genuine and may assume that any
      person purporting to give receipt or advice to make any statement or execute
      any
      document in connection with the provisions hereof has been duly authorized
      to do
      so.

     

    (h) The
      Escrow Agent shall not be responsible in any respect for the form, execution,
      validity, value or genuineness of documents or securities deposited hereunder,
      or for any description therein, or for the identity, authority or rights of
      persons executing or delivering or purporting to execute or deliver any such
      document, security or endorsement. The Escrow Agent shall not be called upon
      to
      advise any party as to the wisdom in selling or retaining or taking or
      refraining from any action with respect to any securities or other property
      deposited hereunder.

     

    (i) The
      Escrow Agent shall not be under any duty to give the Escrow Property held by
      it
      hereunder any greater degree of care than it gives its own similar property
      and
      shall not be required to invest any funds held hereunder except as directed
      in
      this Agreement. 

     

    (j) When
      the
      Escrow Agent acts on any information, instructions, communications, (including,
      but not limited to, communications with respect to the delivery of securities
      or
      the wire transfer of funds) sent by telex, facsimile, email or other form of
      electronic or data transmission, the Escrow Agent, absent its own gross
      negligence, shall not be responsible or liable in the event such communication
      is not an authorized or authentic communication of the Company or the Dealer
      Manager or is not in the form the Company or the Dealer Manager sent or intended
      to send (whether due to fraud, distortion or otherwise). The Company shall
      indemnify the Escrow Agent against any loss, liability, claim or expense
      (including legal fees and expenses) it may incur with its acting in accordance
      with any such communication. 

     

    (k) In
      the
      event of any ambiguity or uncertainty hereunder or in any notice, instruction
      or
      other communication received by the Escrow Agent hereunder, the Escrow Agent
      may, in its sole discretion, refrain from taking any action other than to retain
      possession of the Escrow Property, unless the Escrow Agent receives written
      instructions, signed by the Company which eliminates such ambiguity or
      uncertainty. 

     

    (l) In
      the
      event of any dispute between or conflicting claims among the Company and any
      other person or entity with respect to any Escrow Property, the Escrow Agent
      shall be entitled, in its sole discretion, to refuse to comply with any and
      all
      claims, demands or instructions with respect to such Escrow Property for so
      long
      as such dispute or conflict shall continue, and the Escrow Agent shall not
      be or
      become liable in any way to the Company or any other person for failure or
      refusal to comply with such conflicting claims, demands or instructions. The
      Escrow Agent shall be entitled to refuse to act until, to its sole satisfaction,
      either (i) such conflicting or adverse claims or demands shall have been
      determined by a final order, judgment or decree of a court of competent
      jurisdiction, which order, judgment or decree is not subject to appeal, or
      settled by agreement between the conflicting parties as evidenced in a writing
      satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have
      received security or an indemnity satisfactory to it sufficient to hold it
      harmless from and against any and all losses which it may incur by reason of
      so
      acting. Any court order, judgment or decree shall be accompanied by a legal
      opinion by counsel for the presenting party, satisfactory to the Escrow Agent
      in
      its sole discretion, to the effect that said order, judgment or decree
      represents a final adjudication of the rights of the parties by a court of
      competent jurisdiction, and that the time for appeal from such order, judgment
      or decree has expired without an appeal having been filed with such court.
      The
      Escrow Agent may act on such court order and legal opinions without further
      question. The Escrow Agent may, in addition, elect, in its sole discretion,
      to
      commence an interpleader action or seek other judicial relief or orders as
      it
      may deem, in its sole discretion, necessary. The costs and expenses (including
      reasonable attorneys’ fees and expenses) incurred in connection with such
      proceeding shall be paid by, and shall be deemed an obligation of, the
      Company.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (m) The
      Escrow Agent shall have no responsibility for the contents of any writing of
      the
      arbitrators or any third party contemplated herein as a means to resolve
      disputes and may conclusively rely without any liability upon the contents
      thereof.

     

    (n) The
      Escrow Agent does not have any interest in the Escrow Property deposited
      hereunder but is serving as escrow holder only and having only possession
      thereof. The Company shall pay or reimburse the Escrow Agent upon request for
      any transfer taxes or other taxes relating to the Escrow Property incurred
      in
      connection herewith and shall indemnify and hold harmless the Escrow Agent
      from
      any amounts that it is obligated to pay in the way of such taxes. Any payments
      of income from this Escrow Account shall be subject to withholding regulations
      then in force with respect to United States taxes. The Company or the Dealer
      Manager will provide the Escrow Agent with appropriate W-9 forms for tax
      identification number certifications, or W-8 forms for non-resident alien
      certifications. This paragraph shall survive notwithstanding any termination
      of
      this Agreement or the resignation or removal of the Escrow Agent.

     

    (o) The
      Escrow Agent shall provide to the Company and the Dealer Manager monthly
      statements identifying transactions, transfers or holdings of Escrow Property
      and each such statement shall be deemed to be correct and final upon receipt
      thereof by the Company and the Dealer Manager unless the Escrow Agent is
      notified in writing, by the Company or the Dealer Manager, to the contrary
      within thirty (30) business days of the date of such statement.

     

    Section
      12. Miscellaneous.

     

    (a) This
      Agreement embodies the entire agreement and understanding among the parties
      relating to the subject matter hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Massachusetts without reference to its principles of conflict
      of
      laws.

     

    (c) Each
      of
      the parties hereto hereby irrevocably consents to the jurisdiction of the courts
      of the Commonwealth of Massachusetts and of any Federal Court located in such
      Commonwealth in connection with any action, suit or other proceeding arising
      out
      of or relating to this Agreement or any action taken or omitted hereunder,
      and
      waives any claim of forum non conveniens and any objections as to laying of
      venue. Each party further waives personal service of any summons, complaint
      or
      other process and agrees that service thereof may be made by certified or
      registered mail directed to such person at such person’s address for purposes of
      notices hereunder. Each party further waives any claim to trial by
      jury.

     

    (d) All
      notices and other communications under this Agreement shall be in writing in
      English and shall be deemed given when delivered personally, on the next
      Business Day after delivery to a recognized overnight courier or mailed first
      class (postage prepaid)or when sent by facsimile to the parties (which facsimile
      copy shall be followed, in the case of notices or other communications sent
      to
      the Escrow Agent, by delivery of the original) at the following addresses (or
      to
      such other address as a party may have specified by notice given to the other
      parties pursuant to this provision):

     

    If
      to the
      Company, to:

     

    American
      Realty Capital Trust, Inc.

     

    c/o
      American Realty Capital

     

    1725
      The
      Fairway

     

    Jenkintown,
      PA 19046

    


     

    If
      to the
      Dealer Manager, to:

     

    Realty
      Capital Securities

     

    Three
      Copley Place, Suite 3300B

     

    Boston,
      MA 02116


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      to the
      Escrow Agent, to:

     

    Boston
      Private Bank & Trust Company

     

    Ten
      Post
      Office Square

     

    Boston,
      MA 02109

     

    (e) The
      headings of the Sections of this Agreement have been inserted for convenience
      and shall not modify, define, limit or expand the express provisions of this
      Agreement.

     

    (f) This
      Agreement and the rights and obligations hereunder of parties hereto may not
      be
      assigned except with the prior written consent of the other parties hereto.
      This
      Agreement shall be binding upon and inure to the benefit of each party’s
      respective successors and permitted assigns. Except as expressly provided
      herein, no other person shall acquire or have any rights under or by virtue
      of
      this Agreement. This Agreement is intended to be for the sole benefit of the
      parties hereto, and (subject to the provisions of this Section 10(f)) their
      respective successors and assigns, and none of the provisions of this Agreement
      are intended to be, nor shall they be construed to be, for the benefit of any
      third person.

     

    (g) This
      Agreement may not be amended, supplemented or otherwise modified without the
      prior written consent of the parties hereto.

     

    (h) The
      Escrow Agent makes no representation as to the validity, value, genuineness
      or
      the collectability of any security or other document or instrument held by
      or
      delivered to it.

     

    (i) Any
      payments of income from the Escrow Property shall be subject to withholding
      regulations then in force with respect to United States taxes. The Company
      will
      provide the Escrow Agent with its Employer Identification Number for use by
      the
      Escrow Agent if necessary. It is understood that the Escrow Agent shall be
      responsible for income reporting only with respect to income earned on the
      Escrow Property and will not be responsible for any other
      reporting.

     

    (j) This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original, but all of which together shall constitute one and the same
      instrument.

     

    (k) The
      rights and remedies conferred upon the parties hereto shall be cumulative,
      and
      the exercise or waiver of any such right or remedy shall not preclude or inhibit
      the exercise of any additional rights or remedies. The waiver of any right
      or
      remedy hereunder shall not preclude the subsequent exercise of such right or
      remedy.

     

    (l) The
      Company and the Dealer Manager hereby acknowledge that, in accordance with
      Section 326 of the USA Patriot Act, the Escrow Agent, like all financial
      institutions and in order to help fight the funding of terrorism and money
      laundering, are required to obtain, verify, and record information that
      identifies each person or legal entity that establishes a relationship or opens
      an account with Boston Private Bank & Trust Company. The Company and the
      Dealer Manager hereby agree that each will provide the Escrow Agent with such
      information as it may request in order for the Escrow Agent to satisfy the
      requirements of the USA Patriot Act.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (m) The
      Company and the Dealer Manager hereby represent and warrant (i) that this
      Agreement has been duly authorized, executed and delivered on its behalf and
      constitutes its legal, valid and binding obligation and (ii) that the
      execution, delivery and performance of this Agreement by the Company and the
      Dealer Manager does not and will not violate any applicable law or
      regulation.

     

    (n) The
      invalidity, illegality or unenforceability of any provision of this Agreement
      shall in no way affect the validity, legality or enforceability of any other
      provision; and if any provision is held to be unenforceable as a matter of
      law,
      the other provisions shall not be affected thereby and shall remain in full
      force and effect.

     

    (o) No
      printed or other material in any language, including prospectuses, notices,
      reports, and promotional material which mentions Boston Private Bank & Trust
      Company or any of their respective affiliates by name or the rights, powers,
      or
      duties of the Escrow Agent under this Agreement shall be issued by any other
      parties hereto, or on such party’s behalf, without the prior written consent of
      the Escrow Agent.

     

    (p) For
      purposes of this Agreement, “Business Day” shall mean any day that is not a
      Saturday or Sunday or a day on which banks are required or permitted by law
      or
      executive order to be closed in the City of Boston, Massachusetts.

     

    (q) For
      purposes of sending and receiving instructions or directions hereunder, all
      such
      instructions or directions shall be, and the Escrow Agent may conclusively
      rely
      upon such instructions or directions, delivered, and executed by representatives
      of the Company and the Dealer Manager designated on Scheduled I attached
      hereto and made a part hereof (each such representative, an “Authorized Person”)
      which such designation shall include specimen signatures of such
      representatives, as such Schedule I may be updated from time to
      time.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    AMERICAN
      REALTY CAPITAL TRUST, INC.


    


    


    By: 
      __________________________________

    Name:
      Brian S. Block

    Title:
      Chief Financial Officer

     

     

    REALTY
      CAPITAL SECURITIES, LLC


    


    


    By: 
      __________________________________

    Name:
      Frank Chandler

    Title:
      President

     

     

    BOSTON
      PRIVATE BANK & TRUST COMPANY, as Escrow Agent

     

    


    By: 
      __________________________________

    Name:
      Kathleen M. McQuillan

    Title:
      Senior Vice President

    


    


    By: 
      __________________________________

    Name:
      George G. Schwartz

    Title:
      Executive Vice President & Treasurer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      II

    


    


    $3,000.00
      Initial Administrative Fee

    


    $1,500.00
      Annual Fee

    


    TBD
      -
      Legal Fees