AGREEMENT FOR PURCHASE AND SALE OF LEASEHOLD
INTEREST


 


EXPRESS SCRIPTS


 


THIS AGREEMENT ("Agreement")
is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL II, LLC ("Buyer"), and
4400 N. HANLEY, LLC, a Delaware limited liability company ("Seller").


 


In consideration of the
mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


1.          Terms
and Definitions. The terms listed below shall have the respective meaning given them as set forth adjacent to each term.


 


(a)          "Purchase
Price" shall mean Forty-two Million Six Hundred Forty-two Thousand Four Hundred Eighty and No/100 Dollars ($42,642,480.00).


 


(b)          "Bonds"
shall mean those certain Taxable Redevelopment Project Leasehold Revenue Bonds (4400 N. Hanley, LLC Project) Series 2011, authorized
by ordinance of the County to be issued pursuant to a Trust Indenture dated January 1, 2011 between the County and UMB Bank, N.A.,
as trustee ("Trustee").


 


(c)          "Closing"
shall mean the consummation of the transaction contemplated herein, which shall occur on the fifteenth (15th) day following
the occurrence of all of the following (collectively, the "Completion of Construction"): (i) completion of construction
of improvements on the Property and delivery to Buyer of the punch-list of work to be completed by landlord as required under the
Lease as approved by Tenant (the "Punch-List"), (ii) Tenant accepting possession of the Property pursuant to the
Lease, (iii) Tenant commencing actual payment of rent pursuant to the Lease, or, in the event that all other items necessary for
Closing are in order, Seller may elect to close and pay to Buyer at Closing a prorated portion of the amount of the Base Rent for
the first Lease Year on a Net Lease basis (as such terms are defined in the Lease), calculated from and including the Closing Date
through but excluding the Rent Commencement Date (as defined in the Lease), (iv) the date on which Seller delivers to Buyer reasonable
evidence of the completion of construction of improvements on the Property in accordance with Exhibit C to the Lease (the "Work
Letter"), including the issuance and delivery to Buyer (or, as required by the Lease, to Tenant) of all permits, approvals
and a certificate of occupancy (or temporary certificate of occupancy) required for the lawful occupancy of the Property and use
thereof for the purposes contemplated by Tenant. Neither party will need to be present at Closing, it being anticipated that the
parties will deliver all Closing documents and deliverables to Escrow Agent prior to the date of Closing.


 


(d)          "County
Lease" shall mean that certain Lease Agreement dated as of January 1, 2011 by and between St. Louis County, Missouri (as
lessor, the "County"), and Seller (as lessee) covering the Leased Premises.


 



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(e)          "Due
Diligence Period" shall mean the period beginning upon the Effective Date and extending until 11:59 PM EST on the end
of the date that is thirty calendar (30) days thereafter; provided, however, in the event Seller fails to deliver the Due
Diligence Materials (as defined below) on or prior to the date required pursuant to Section 6(b) hereof, the Due Diligence
Period shall be extended by one (1) calendar day for each day that passes thereafter.


 


(f)          "Earnest
Money" shall mean One Million Dollars ($1,000,000.00). The Earnest Money shall be delivered to Escrow Agent within three
(3) business days after the Effective Date. The Earnest Money shall be deposited by Buyer in escrow with Escrow Agent, to be applied
as part payment of the Purchase Price at the time the sale is closed, or disbursed as agreed upon in accordance with the terms
of this Agreement.


 


(g)          "Effective
Date" The date that is one (1) business day after the date of the last execution of this Agreement by both Seller and
Buyer.


 


(h)          "Escrow
Agent" shall mean 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.
The parties agree that the Escrow Agent shall be responsible for (x) organizing the issuance of the Title Commitment (as defined
below) and the Title Policy (as defined below), (y) preparation of the closing statement, and (z) collections and disbursement
of the funds.


 


(i)          "IDB
Documents" shall mean the County Lease, the Performance Agreement, and the Bonds.


 


(j)          "Performance
Agreement" shall mean that certain Performance Agreement dated January 1, 2011 regarding the issuance of leasehold revenue
bonds pursuant to Chapter 99.835 Mo. Rev. Stat. for the Leased Premises and entered into by Seller in connection with the County
Lease.


 


(k)          "Lease"
shall mean that certain lease dated as of January 28, 2011 between Seller, as landlord, and Express Scripts, Inc., a Delaware
corporation as tenant ("Tenant"), as same may be amended.


 


(1)         "Leased
Premises" that certain real property leased to Seller pursuant to the County Lease as more particularly described on
Exhibit A attached hereto and incorporated herein.


 


(m)          "Permitted
Exceptions" shall mean all matters shown in the Title Commitment with respect to which (i) Buyer fails to object prior
to the expiration of the Due Diligence Period, and (ii) Buyer accepts in writing after providing its written notice of Objection
and Seller does not commit to remove or cure same pursuant to Section 6(a) hereof; provided, however, the term "Permitted
Exceptions" shall not include any mechanic's lien or any monetary lien, or any deeds of trust, mortgages, or other loan documents
secured by the Property (collectively, "Liens"), and Seller shall be required to release and discharge any Liens
at or prior to Closing.


 



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(n)          "Property"
shall mean (a) all of Seller's right, title and interest in and to the County Lease, together with all buildings, facilities
and other improvements situated on the Leased Premises (collectively, the "Improvements"); (b) all right, title
and interest of Seller as "landlord" under the Lease and all security deposits (if any) that Seller is holding pursuant
to the Lease; (c) all right, title and interest of Seller, if any, in all machinery, furniture, equipment and items of personal
property of Seller attached or appurtenant to, located on or used in the ownership, use, operation or maintenance of the Property
or the Improvements (collectively, the "Personalty"); (d) all right, title and interest of Seller, if any, to
any unpaid award for (1) any taking or condemnation of the Property or any portion thereof, or (2) any damage to the Property or
the Improvements by reason of a change of grade of any street or highway; (e) all easements, licenses, rights and appurtenances
relating to any of the foregoing; and (f) all right, title and interest of Seller in and to any warranties, tradenames, logos (including
any federal or state trademark or tradename registrations), or other identifying name or mark now used in connection with the Ground
Lease and/or the Improvements, but expressly excluding any such property to the extent owned by Tenant (the "Intangible
Property"). The "Property" does not include the fee simple interest in the Leased Premises and Buyer's only
rights therein shall be pursuant to Seller's assignment of Seller's interest under the County Lease to Buyer.


 


(o)          "Seller's
Notice Address" shall be as follows, except as same may be changed pursuant to the Notice section herein:


 


4400 N. Hanley, LLC


do Wells Fargo Securities, LLC


One Wachovia Center


301 South College Street


MAC D1053-082


Charlotte, NC 28288


Attn: Matt McCoy and Doug Hart


Tel. No.: (704) 715-8383 Fax No.: (704) 715-0065


Email:
matt.mccoy@wellsfargo.com


 


(p)          "Buyer's
Notice Address" shall be as follows, except as same may be changed pursuant to the Notice section herein:


 


William Kahane


American Realty Capital II, LLC


405 Park Avenue, 15th Floor


New York, NY 10022


Tel. No.: (215) 887-3054


Fax No.: (646) 861-7751


Email: wkahane@arlcap.com


 


and to:


 


Jesse Galloway


American Realty Capital II, LLC


405 Park Avenue, 15th Floor


New York, NY 10022


Tel. No.: (212) 415-6516


Fax No.: (646) 861-7751


Email: jgalloway@arlcap.com


 



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and Due Diligence Materials (if provided by
email) to:


 


duediligence@arlcap.com


 


with hard copies and/or cds to:


 


James A. (Jim) Mezzanotte


American Realty Capital, LLC


202 E Franklin Street


Monroe, NC 28112


Tel. No.: (212) 415-6570


Fax No.: (212) 415-6507


Email: jmezzanotte@arlcap.com


 


2.           Purchase
and Sale of the Property. Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, the Property for the Purchase Price set forth below.


 


3.           Purchase
Price. The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be paid by
wire transfer of immediately available funds to Escrow Agent, at the time of Closing, or as otherwise agreed to between Buyer
and Seller.


 


4.           Proration
of Expenses and Payment of Costs and Recording Fees.


 


(a)          All
real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments
constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing
Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing.


 


(b)          All
rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing.


 


(c)          Seller
and Buyer each shall pay one-half of all reasonable escrow fees charged by Escrow Agent.


 


(d)          Seller
shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred
to as "Seller's Closing Costs":


 


(i)          100%
of all Owner's Title Insurance policy premiums, including search costs but excluding any endorsements issued in connection with
such policies;


 


(ii)         Transfer
taxes and conveyance fees on the sale and transfer of the Property, including all costs and expenses, if any, of the County in
the transfer of the IDB Documents to Buyer.


 



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(iii)        All
fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with
the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing
for the release of the applicable Property from the existing debt.


 


(e)           Buyer
shall pay or be charged with the following costs and expenses in connection with this transaction, which costs shall be
referred to as "Buyer's Closing Costs":


 


(i)          All
Title Insurance policy premiums for any endorsements issued in connection with such policies;


 


(ii)         All
costs and expenses in connection with Buyer's financing, including appraisal, points, commitment 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; and


 


(iii)        Buyer
shall pay for the cost of its own Phase I environmental study and due diligence investigations.


 


(e)           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.


 


5.           Title.
At Closing, Seller agrees to convey the Property to Buyer pursuant to the IDB Assignment (as defined below), subject only to
the Permitted Exceptions.


 


6.           Examination
of Property. Seller and Buyer hereby agree as follows:


 


(a)          Title
Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow
Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be
objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior
to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to
agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection
or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may
elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the Earnest Money
shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect
to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an
additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to
terminate this Agreement and receive a return of the Earnest Money. After the expiration of the Due Diligence Period, if any
new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the
Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after
the Buyer's receipt of the updated, revised Title Commitment 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 new Objection. If Seller does
not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to
either (i) terminate this Agreement, in which case the Earnest Money shall be returned to Buyer, and neither party shall have
any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the
Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional
Permitted Exception.


 



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(b)          Delivery
of Due Diligence Materials. Within five (5) calendar days following the Effective Date, Seller shall provide to Buyer copies
of the following documents and materials pertaining to the Property to the extent within Seller's possession or reasonably obtainable
by Seller or Seller's counsel (the "Due Diligence Materials"): (A) a complete copy of the Lease and all amendments
thereto and copies of all material correspondence relating thereto; (B) complete copies of the IDB Documents, (C) a copy of all
surveys and site plans of the Property; (D) a copy of all environmental and zoning reports for the Property (E) a copy of all
architectural plans and specifications and construction drawings for improvements to be located on the Property; (F) a copy of
Seller's most recent title insurance commitment or owner's title policy relating to the Property; (G) all service contracts and
insurance policies which affect the Property, if any.


 


(c)          Inspections.
Upon Buyer's receipt of Seller's consent and subject to the rights of Tenant under the Lease, during the term of this Agreement,
Buyer, its agents and designees, shall have the right to enter the Property for the purposes of reasonable inspections, soil tests
(if warranted), making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other
investigations and inspections as Buyer may reasonably request to assess the condition and suitability of the Property; provided,
however, that such activities by or on behalf of Buyer on the Property shall not damage the Property nor interfere with construction
on the Property or the conduct of business by Tenant under the Lease; and provided further, however, that Buyer shall indemnify
and hold Seller harmless from and against any and all claims or damages to the extent resulting from the activities of Buyer on
the Property, and Buyer shall repair any and all damage caused, in whole or in part, by Buyer and return the Property to its condition
prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate
with the efforts of Buyer and the Buyer's representatives to inspect the Property. Upon the Effective Date, Seller shall provide
Buyer with the name of a contact person(s) for the purpose of arranging site visits. Buyer shall give Seller reasonable written
notice (which in any event shall not be less than two (2) business days) before entering the Property, and Seller may have a representative
present during any and all examinations, inspections and/or studies on the Property. After the Effective Date, Buyer shall be
permitted to speak with Tenant (and/or Tenant's outside counsel) via telephone conference in connection with the documentation
to be delivered by Tenant pursuant to Section 13 hereof, provided Matt McCoy, or another individual designated by Seller,
is present for any such telephone conference.


 



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(d)          Termination
Right. Buyer shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written
notice thereof to Seller prior to the expiration of the Due Diligence Period, in which event this Agreement shall become null
and void, Buyer shall receive a refund of the Earnest Money, and all rights, liabilities and obligations of the parties under
this Agreement shall expire, except as otherwise expressly set forth herein; provided, however, in the event Buyer does
not terminate this Agreement prior to the expiration of the Due Diligence Period, the Earnest Money shall be non-refundable, except
(i) in the event the closing conditions outlined in Section 13 have not been met by the Closing Date (as same may be extended
pursuant to the terms of this Agreement), or (ii) in the event of an uncured Seller default pursuant to Section 9(b) of this Agreement.


 


(e)          No
later than thirty-five (35) days prior to the Closing Seller shall request an Estoppel Certificate in the form attached hereto
as Exhibit F (the "Tenant Estoppel Certificate"). Seller shall simultaneously provide Purchaser with a copy of such request
and proof of delivery to Tenant.


 


(f)          Seller
shall use good faith efforts to obtain estoppel certificates with respect to reciprocal easement agreements, if any, as may be
reasonably requested by Buyer.


 


7.           Risk
of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking, Seller shall notify Buyer in writing of same.
Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller.
In the event all or any portion of the Property is damaged in any casualty or condemned or taken (or notice of any condemnation
or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease, or (b) with respect
to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements
or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect
to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days after Buyer's
receipt of notice of such condemnation, taking or damage, upon which termination the Earnest Money shall be returned to the Buyer
and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise expressly
set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement
as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of
Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards.
With respect to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement
as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer 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 Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto,
and Buyer shall be entitled to receive and keep any monies received from such insurance policies.


 


8.           Earnest
Money Disbursement. The Earnest Money shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following
provisions:


 



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(a)          If
the Closing occurs, Escrow Agent shall deliver the Earnest Money to, or upon the instructions of, Seller and Buyer on the Closing
Date to be applied as part payment of the Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall deliver
the Earnest Money to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions
of this clause (a). Subject to the last sentence of this clause (a), if for any reason the Closing does not occur and either party
makes a written demand (the "Demand") upon Escrow Agent for payment of the Earnest Money, Escrow Agent shall give
written notice to the other party of the Demand within one business day after receipt of the Demand. If Escrow Agent does not receive
a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice
by Escrow Agent, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such
written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions
signed by Seller and Buyer or a final judgment of a court. Notwithstanding the foregoing provisions of this clause if Buyer delivers
a notice to Escrow Agent stating that Buyer has terminated this Agreement on or prior to the expiration of the Due Diligence Period,
then Escrow Agent shall immediately return the Earnest Money to Buyer without the necessity of delivering any notice to, or receiving
any notice from Seller; provided, however, in the event Buyer does not terminate this Agreement prior to the expiration of the
Due Diligence Period, the Earnest Money shall be non-refundable, except (i) in the event the closing conditions outlined in Section
13 have not been met by the Closing Date (as same may be extended pursuant to the terms of this Agreement), or (ii) in the event
of an uncured Seller default pursuant to Section 9(b) of this Agreement.


 


(b)          The
parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow
Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the
parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be
liable for its negligent acts and for any liabilities (including reasonable attorneys' fees, expenses and disbursements) incurred
by Seller or Buyer resulting from Escrow Agent's mistake of law respecting Escrow Agent scope or nature of its duties. Seller and
Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable
attorneys' fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent's duties hereunder, except
with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence
on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order
to confirm that Escrow Agent has received and shall hold the Earnest Money in escrow, and shall disburse the Earnest Money pursuant
to the provisions of this Section 8.


 


9.           Default


 


(a)          In
the event that Seller is ready, willing and able to close in accordance with the terms and provisions hereof, and Buyer defaults
in any of its obligations undertaken in this Agreement, Seller shall be entitled to, as its sole and exclusive remedy to either:
(i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the terms and provisions
hereof; or (ii) declare this Agreement to be terminated, and Seller shall be entitled to immediately receive all of the Earnest
Money as liquidated damages as and for Seller's sole remedy. Upon such termination, neither Buyer nor Seller shall have any further
rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that (a) actual
damages due to Buyer's default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty
and is fair and reasonable in light of all relevant circumstances, (b) the amount specified as liquidated damages is not disproportionate
to the damages that would be suffered and the costs that would be incurred by Seller as a result of having withdrawn the Property
from the market, and (c) Buyer desires to limit its liability under this Agreement to the amount of the Earnest Money paid in the
event Buyer fails to complete Closing. Seller hereby waives any right to recover the balance of the Purchase Price, or any part
thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. In no event under this Section or
otherwise shall Buyer be liable to Seller for any punitive, speculative or consequential damages.


 



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(b)          In
the event Seller defaults in the performance of its delivery obligations pursuant to Section 10 of this Agreement (a "Seller
Default"), or one of the Closing Conditions (as defined below) has not been satisfied by Closing, and Seller fails to
cure such Seller Default(s), or cause the satisfaction of the unsatisfied Closing Condition(s) within ten (10) business days after
receipt of written notice from Buyer, then Buyer may, as its sole and exclusive remedy: (i) waive any unsatisfied Closing Condition
and/or Seller Default and proceed to Closing in accordance with the terms and provisions hereof; (ii) terminate this Agreement
by delivering written notice thereof to Seller no later than Closing, upon which termination the original amount of Earnest Money
shall be refunded to Buyer, (and in the case of a Seller Default only, Seller shall pay to Buyer the out-of-pocket costs and expenses
incurred by Buyer in connection with this Agreement, not to exceed $15,000.00), which return and payment, if any, shall operate
to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, except those which are specifically
stated herein to survive any termination hereof; or (iii) enforce specific performance of this Agreement for (A) any Seller Default
or (B) Seller's failure to deliver a Tenant Estoppel Certificate or evidence of delivery of the request therefore in the event
Tenant fails to deliver it.


 


10.          Closing.
The Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer
to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit
of Buyer at Closing the following executed documents:


 


(a)          The
Assignment, Assumption, and Release Agreement (the "IDB Assignment") in the form attached hereto
as  Exhibit B, assigning all of Seller's right, title, interest and obligations in the IDB Documents and the leasehold interest
in the Property to Buyer;


 


(b)          an
Assignment and Assumption of Lease and Security Deposits, in the form attached hereto as Exhibit C;


 


(c)          a
Bill of Sale in the form attached hereto as Exhibit D;


 


(d)          an
Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E;


 


(e)          a
settlement statement setting forth the Purchase Price, all proration's and other adjustments to be made pursuant to the terms hereof,
and the funds required for Closing as contemplated hereunder;


 



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(0           all transfer tax
statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed;


 


(g)         good
standing certificates and corporate resolutions or member or partner consents of the Seller, as applicable, to evidence the authority
of Seller to transfer and sell the Property to the Buyer;


 


(h)         to
the extent not previously delivered to Buyer, the Lease and any amendments, bearing the original signatures of the landlord and
tenant thereunder, or a copy thereof bearing an original certification of Tenant confirming that the copy is true, correct and
complete;


 


a certificate pursuant
to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non
foreign status of Seller;


 


an owner's title affidavit as to mechanics'
liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; and


 


(k)          letter
to Tenant in form of Exhibit G attached hereto;


 


At Closing, Buyer shall
instruct Escrow Agent to deliver the Earnest Money to Seller which shall be applied to the Purchase Price, shall deliver the balance
of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses
(b) and (f) above. Buyer shall have the right to advance the Closing upon five (5) days prior written notice to Seller; provided
that all conditions precedent to both Buyer's and Seller's respective obligations to proceed with Closing (including, but not limited
to, Completion of Construction) under this Agreement have been satisfied (or, if there are conditions to a party's obligation to
proceed with Closing that remain unsatisfied, such conditions have been waived by such party). Notwithstanding Completion of Construction,
Buyer shall have a one time right to extend the Closing for up to fifteen (15) days upon written notice to Seller to be received
by Seller on or prior to the date scheduled for the Closing. In the event Completion of Construction has not occurred on or before
February 29, 2012, then Buyer shall have the absolute right to terminate this Agreement, at which time the Escrow Agent shall return
the entire Earnest Money to Buyer whereupon this Agreement shall be null and void and of no further force and effect and neither
party shall have any further obligation hereunder. The Closing shall be held through the mail by delivery of the closing documents
to the Escrow Agent on or prior to the Closing or such other place or manner as the parties hereto may mutually agree.


 


11.         Representation
by Seller. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the
Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and
as of the Closing Date:


 



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(a)          Seller
is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent
required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement
and all closing documents to be executed by Seller, and to perform all of Seller's obligations hereunder and thereunder. Neither
the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations
of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller
or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound;


 


(b)          Seller
has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller
or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property;
Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site
plan, zoning or other land use permits for the Property;


 


(c)          Seller
has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the
Closing other than the Lease;


 


(d)          Except
for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any
notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge
of any such violations;


 


(e)          Seller
owns the leasehold interest in the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller
is the sole owner of the entire lessor's interest in the Lease. The Property constitutes one or more separate tax parcels (a "Separate
Tax Parcel") for purposes of ad valorem taxation, or if not a Separate Tax Parcel, such designation has been applied for
with the appropriate taxing authority;


 


(f)          (i)
no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other
entity with respect to or on account of the current term of the Lease or any extension or renewal thereof; (ii) Attached hereto
as Exhibit H is a true, correct and complete copy of the Lease;


 


(g)          There
are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation
of the transactions contemplated hereby is currently subject to any first right of refusal or other purchase right in favor of
any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase
or sale of the Property, or any interest therein which has not been terminated;


 


(h)          The
transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii)
if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer
at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment
of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer
for any resulting liability with respect to the period prior to the Closing; and


 



    	11



    	 



    

 


(i)          To
Seller's knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances
have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable
to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, "Environmental
Laws"). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal
or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or
seepage. For purposes of this Subsection, "hazardous substances" shall mean any substance or material which is defined
or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller's knowledge, there are no underground storage
tanks located on the Property.


 


The representations and warranties of Seller
shall survive Closing for a period of six (6) months.


 


12.          Representations
by Buyer. Buyer represents and warrants to, and covenants with, Seller as follows:


 


(a)          Buyer
is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set
forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all
necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of
Buyer's obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized
by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer,
enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents
to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of
any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental
instrumentality of any nature by which Buyer is bound;


 


(b)          Buyer
represents that at the Closing Date Buyer and/or Buyer's Sponsor will have a combined net worth in excess of Fifty Million Dollars
($50,000,000.00); and


 


(c)          Buyer
represent that there are no brokers involved or that have a right to proceeds in this transaction.


 


The representations and
warranties of Buyer shall survive Closing for a period of six (6) months


 


13.          Conditions
Precedent to Buyer's Obligations. Buyer's obligation to pay the Purchase Price, assume the IDB Documents, and accept leasehold
title to the Property shall be conditioned upon the satisfaction of each and every one of the following conditions precedent on
and as of the date of Closing (subsections (b) through (p) below are individually and collectively referred to herein as, the "Closing
Conditions"):


 



    	12



    	 



    

 


(a)          Seller
shall deliver to Buyer on or before the Closing the items set forth in Section 10 above;


 


(b)          Buyer
shall have received from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA
owner's form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the
leasehold interest in the Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring,
or committing to insure, at its ordinary premium rates Buyer's good and marketable title in the leasehold estate to the Property
and otherwise in such form and with such endorsements as provided in the Title Commitment pursuant to Section 6 hereof and
subject only to the Permitted Exceptions (the "Title Policy");


 


(c)          Buyer
shall have received (i) a copy of the valid and permanent final certificate of occupancy (or the equivalent thereof) for the Property
which shall not contain any contingencies or require any additional work to be completed, or a temporary certificate of occupancy
(or the equivalent thereof) in the event Buyer elects to close prior to the completion of the Punch-List items, and (ii) copies
of all other governmental permits/approvals applicable to the Property and Tenant's occupancy;


 


(d)          Tenant
shall be in possession of the premises demised under the Lease, and paying full and unabated rent under the Lease (unless Closing
is occurring prior to the Rent Commencement Date), and Tenant shall not have assigned or sublet the Property;


 


(e)          The
representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller
shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement
to be performed or complied with by Seller prior to or at the Closing;


 


(f)          Seller
shall have made all contributions, payments and/or reimbursements and completed any and all work required by any governmental authority
in connection with the construction and development of the Property, including, without limitation, as required by any variance
or site plan approval.


 


(g)          Buyer
shall have received an as-built ALTA survey certified to Buyer, Buyer's Lender, if any and Escrow Agent confirming that the Improvements
are legal conforming and comply with the approved site plan and any variance issued in connection with the construction and development
of the Property and that the Improvements do not encroach upon any easement which has not been insured over by the Title Policy.


 


(h)          Buyer
shall have received copies of all governmental permits/approvals.


 


(i)          Buyer
shall have received a copy of all engineering and physical condition reports for the Property, and a certification that the Property
is ADA compliant in accordance with the requirements of applicable law.


 



    	13



    	 



    

 


(i)          Buyer
shall have received copies of the Property's real estate tax bills for the current tax year, to the extent available.


 


(k)          Buyer
shall have received copies of all service contracts and insurance policies which affect the Property, including a certificate of
insurance or evidence of self-insurance permitted under the Lease memorializing and confirming that Tenant is then maintaining
policies of insurance of the types and in the amounts required by the Lease, which at the request of Buyer, shall name Buyer and
its mortgagee as additional insured parties and/or as loss payees and/or mortgagees, as appropriate, as their respective interests
may appear.


 


(1)         Buyer
shall have received copies of all warranties relating to the improvements constructed on the Property, including without limitation
any roof warranties.


 


(m) if requested by Buyer
in writing at least thirty (30) days prior to the Closing, an original subordination, non-disturbance and attornment agreement
("SNDA") fully executed and notarized by Tenant, and in the form substantially similar to the form SNDA attached
as Exhibit C to the Lease.


 


(n)          Buyer
shall have received an original Tenant Estoppel Certificate from the Tenant in the form substantially similar to the form attached
hereto as Exhibit F (with any appropriate modifications if the parties are Closing prior to the Rent Commencement Date),
dated no earlier than 30 days prior to the date of Closing or proof of an unsatisfied request for one. In addition, the business
terms of the Tenant Estoppel Certificate must be in accordance with and not contradict the Lease attached hereto as Exhibit
H.


 


(o)          Buyer
shall have received a copy of the Punch-List.


 


(p)          An
architect's certificate certifying that the Property has been Substantially Completed in accordance with the Work Letter.


 


In the event that the foregoing conditions precedent
have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 9(b)(i) or (ii) of
this Agreement.


 


14.         Conditions
Precedent to Seller's Obligations. Seller's obligation to deliver title to the Property shall be subject to compliance by Buyer
with the following conditions precedent on and as of the date of Closing:


 


(a)          Buyer
shall deliver to Seller on or before the Closing the items set forth in Section 10 above which require the Buyer's countersignature,
namely, the IDB Assignment;


 


(b)          Buyer
shall deliver to Seller on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant
to Section 2 hereof;


 


(c)          Buyer
shall assume the Seller's obligations under the IDB Documents, and execute and/or acknowledge and deliver any other documents related
to the issuance of or the transfer of the Bonds as may reasonably be required by the County or the Trustee; and


 



    	14



    	 



    

 


(d)          The
representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Buyer
shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement
to be performed or complied with by Buyer prior to or at the Closing.


 


15.         Notices.
Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any
party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received on
the date: (i) delivered by facsimile transmission or by electronic mail (e.g. email), (ii) delivered in person, (iii) deposited
in the United States mail, registered or certified, return receipt requested, or (iv) deposited with a nationally recognized overnight
courier, to the addresses set out in Section 1, or at such other addresses as specified by written notice delivered in
accordance herewith. Notwithstanding the foregoing, Seller and Buyer agree that notice may be given on behalf of each party by
the counsel for each party and notice by such counsel in accordance with this Section 15 shall constitute notice under
this Agreement.


 


16.         Seller
Covenants. Seller agrees that it shall not, without Buyer's prior written consent, enter into a Material Amendment of the Lease
or a Non-Permitted Termination. For the purposes of this Agreement, the term "Material Amendment" shall mean
any modification or amendment to the Lease which (i) reduces the rental amount or any other amounts payable under the Lease by
Tenant, (ii) increases or decreases the term of the Lease, (iii) imposes new financial obligations upon Seller, (iv) grants Tenant
a termination option not expressly provided by the Lease as of the date hereof or (v) grants Tenant a purchase option or right
of first refusal to acquire all or any portion of the Property. In addition for the purposes of this Agreement, the term "Non-Permitted
Termination" means any agreement entered into between Seller and Tenant after the date hereof which permits or allows
Tenant to terminate or surrender the Lease in a manner not expressly permitted by the terms of the Lease as of the date hereof.
Seller shall promptly inform Buyer in writing of any material event adversely affecting the ownership, use, occupancy or maintenance
of the Property, whether insured or not.


 


In the event Closing shall
occur prior to the completion of the Punch-List items, the parties shall deposit into escrow with Escrow Agent pursuant to an escrow
agreement reasonably acceptable to Seller and Buyer (the "Escrow Agreement") a portion of the Purchase Price equal
to 125% of the total value of such work, as determined by Seller (or by Seller's architect and/or general contractor). The funds
shall be escrowed with Escrow Agent and released pursuant to joint written instructions from Seller and Buyer. The provisions of
this paragraph of Section 16 shall survive Closing.


 


17.         Performance
on Business Days. A "business day" is a day which is not a Saturday, Sunday or legal holiday recognized by the
Federal Government. Furthermore, if any date upon which or by which action is required under this Agreement is not a business
day, then the date for such action shall be extended to the first day that is after such date and is a business day.


 



    	15



    	 



    

 


18.         Entire
Agreement. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement
shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject
matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force
or effect from and after the date hereof


 


19.         Severability.
If any provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable,
at any time or to any extent, then the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law


 


20.         No
Representations or Warranties. Buyer hereby acknowledges, understands and agrees that it has an opportunity to inspect the
Property as set forth in Section 6 herein, and except as set forth in this Agreement, the Property shall be conveyed at
Closing to Buyer in "as-is" condition with no representation or warranties whatsoever.


 


21.         Applicable
Law. This Agreement shall be construed under the laws of the State or Commonwealth in which the Property is located, without giving
effect to any state's conflict of laws principles.


 


22.         Assignment.
Buyer may assign its rights under this Agreement, provided, however, that no such assignment shall relieve Buyer of any of
its obligations hereunder until Closing is complete.


 


. Seller and Buyer each
hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys' fees
at both trial and appellate levels) incurred by the other as a result of any claim arising out of the acts of the indemnifying
party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker, finder or any party
who claims to have dealt with such party. The representations, warranties and indemnity obligations contained in this section shall
survive the Closing or the earlier termination of this Agreement


 


24.         Attorneys'
Fees. In any action between Buyer and Seller as a result of failure to perform or a default under this Agreement, the prevailing
party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing
party's attorneys' fees and disbursements and court costs incurred in such action.


 


25.         Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and
shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other
party. Signatures on this Agreement which are transmitted by electronically shall be valid for all purposes, however any party
shall deliver an original signature on this Agreement to the other party upon request.


 



    	16



    	 



    
 


26.         Anti-Terrorism.
Neither Buyer 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 comprising 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).


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGES]


 



    	17



    	 



    

 


 


IN WITNESS HEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.


 


	BUYER:	 	SELLER:
	 	 	 
	AMERICAN REALTY CAPITAL II, LLC	 	4400 N. HANLEY, LLC
	 	 	 	 	 
	By:	/s/ William M. Kahane	 	By:	/s/ Matt M. McCoy
	Name:  	William M. Kahane	 	Name:  	Matt M. McCoy
	Title:	President	 	Title:	Director
	Date:	3/31/11	 	Date:	3/31/11


 


THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE
TERMS OF THIS AGREEMENT RELATING TO TITLE INSURER AND THE DEPOSIT,


 


	ESCROW AGENT:
	CHICAGO TITLE INSURANCE COMPANY
	 
	By:	/s/ Edwin J. Ditlow
	 	 
	Name:  	Edwin J. Ditlow
	Title:	Vice President
	Date:	March 4, 2011


 



    	18



    	 



    

 


EXHIBITS


 


	Exhibit A	-	Real Property
	 	 	 
	Exhibit B	-	Form of Assignment and Assumption of Ground Lease
	 	 	 
	Exhibit C	-	Form of Assignment and Assumption of Lease
	 	 	 
	Exhibit D	-	Form of Bill of Sale
	 	 	 
	Exhibit E	-	Form of Assignment of Contracts, Permits, Licenses and Warranties
	 	 	 
	Exhibit F	-	Form of Tenant Estoppel
	 	 	 
	Exhibit G	-	Form of Tenant Notice
	 	 	 
	Exhibit H	-	Lease


 



    	19



    	 



    

 


EXHIBIT B


 


LEGAL DESCRIPTION OF PROPERTY


 



    	B-1



    	 



    

 


EXHIBIT B


 


FORM OF
IDB ASSIGNMENT


 


[TO BE PROVIDED UNDER SEPARATE COVER]


 



    	B-2



    	 



    

 


EXHIBIT C


 


FORM OF


ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY
DEPOSIT


 


_________________________________
("Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable
consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets
over and conveys to _________________________________
("Assignee"), all of Assignor's right, title and interest in and to
that certain Lease dated _________________________________, between Assignor and _________________________________
(as amended from time to time, the "Lease"), including any and all security deposits
under the Lease.


 


Subject
to the limitations set forth below, Assignor does hereby agree to defend, indemnify
and hold harmless Assignee from any liability, damages (excluding speculative damages, consequential damages and lost profits),
causes of action, expenses and reasonable attorneys' fees incurred by Assignee by reason of
the failure of Assignor to have fulfilled, performed and discharged all of the various
commitments, obligations and liabilities of the lessor, or landlord under and by virtue
of the Lease prior to the date of this Assignment. Subject to the limitations set forth below, Assignee does hereby agree
to defend, indemnify and hold harmless Assignor from any liability, damages (excluding speculative
damages, consequential damages and lost profits), causes of action, expenses and reasonable
attorneys' fees incurred by Assignor by reason of the failure of Assignee to have fulfilled, performed and discharged all
of the various commitments, obligations and liabilities of the Landlord under and by virtue of the Lease on and after the date
of this Assignment.


 


IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this day of       , 2011, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.


 


	ASSIGNOR:
	 	 
	 
	 	 
	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 
	ASSIGNEE:
	 	 
	 


 



    	C-1



    	 



    

 


	By:  	 
	 	Name:  	 
	 	Title:	 


 



    	C-2



    	 



    

 


FORM OF BILL OF SALE


 


For valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, ________________________,
a ______________________, having an address at _________________________________
("Seller"), hereby bargains, sells, conveys and transfers to _____________________________
("Buyer"), a __________________________, all of Seller's
right, title and interest in and to those certain items of personal and intangible property (including any warranty made by third
parties in connection with the same and the right to sue on any claim for relief under such warranties) (the "Personal
Property") located at or held in connection with that certain real property located in the State of __________________________
, as more particularly described on Schedule A attached hereto and made a part hereof.


 


Seller
has not made and does not make any express or implied warranty or representation of
any kind whatsoever with respect to the Personal Property, including, without limitation, with respect to title, merchantability
of the Personal Property or its fitness for any particular purpose, the design or condition
of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal Property
with the requirements of any law, rule,


specification or contract
pertaining thereto; patent infringement or latent defects. Buyer accepts the Personal Property on an "as is, where
is" basis.


 


IN WITNESS
WHEREOF, Seller has caused this instrument to be executed and delivered as of this
________ day of _______ , 2011.


 


	SELLER:
	 
	 
	By:	 
	 	 
	Name:  	 
	 	 
	Title:	 


 



    	C-3



    	 



    

 


SCHEDULE A


 


TO BILL OF SALE


 


(Add
legal description of Leased Premises]


 



    	C-4



    	 



    

 


FORM OF ASSIGNMENT OF CONTRACTS,


PERMITS, LICENSES AND WARRANTIES


 


THIS
ASSIGNMENT, made as of the _____ day of _______, 2006, by _________________, a _______________________
("Assignor"), to a ________________________________________ ("Assignee").


 


WITNESSETH:


 


WHEREAS, by Agreement of Purchase and Sale
(the "Purchase Agreement") dated as of _________, 2011, between Assignor and Assignee,
Assignee has agreed to purchase from Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that
certain property located at _____________________________ (the "Property"); and


 


WHEREAS,
Assignor desires to assign to Assignee as of the date hereof all of Assignor's right,
title and interest in contracts, permits, trademarks, licenses and warranties held by Assignor in connection with the Property,
including without limitation any and all guaranties of leases relating to the Property (collectively, the "Contracts").


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers
unto Assignee to have and to hold from and after the date hereof all of the right,
title and interest of Assignor in, to and under the Contracts. Assignor agrees without
additional consideration to execute and deliver to Assignee any and all additional forms of assignment and other instruments
and documents that may be reasonably necessary or desirable to transfer or evidence the transfer
to Assignee of any of Assignor's right, title and interest to any of the Contracts.


 


This Assignment shall be governed by the laws of
the State of _______________, applicable to agreements made and to be performed
entirely within said State.


 


IN WITNESS
WHEREOF, Assignor has duly executed this Assignment as of the date first above written.


 


	ASSIGNOR:
	 
	 
	a  	 



 


	By:	 
	Name:  	 
	Title:	 
	 	 


 



    	C-5



    	 



    

 


EXHIBIT F


 


FORM OF
TENANT ESTOPPEL


 


The undersigned
hereby certifies to American Realty Capital II, LLC ("Purchaser"), ________________ ("Lender")
and their respective successors and assigns as follows:


 


1.          The undersigned is the tenant under that
certain [Lease Agreement] dated as of _____________, _____, [as amended by [insert any modifications
to Lease] ([collectively,] the "Lease") by and between ________________________
("Landlord") and _________________________ ("Tenant"), pursuant to which Tenant leases that real property
located at ____________________________________ (the "Premises").


 


2.          Except
as set forth above, the Lease has not been modified, changed, altered, supplemented or amended in any respect, nor have
any provisions thereof been waived, and a true, correct and complete copy of the Lease, together
with any amendments, modifications and supplements thereto, is attached hereto..


 


3.          The
Lease is valid and in full force and effect on the date hereof. The Lease represents
the entire agreement between Landlord and Tenant with respect to the Premises and the
land on which the Premises are situated.


 


4.          Tenant
is not entitled to, and has made no agreement with Landlord or its agents or employees concerning, free rent, partial rent,
rebate of rent payments, credit or offset or reduction in rent, or any other type of rental concession including, without limitation,
lease support payments, lease buy-outs, or assumption of any leasing or occupancy agreements of Tenant.


 


5.          The
initial term of the Lease began on ________ , ___and expires on _________, 20__. The Rent Commencement
Date was ______, ____. Tenant has accepted possession of the Premises and is open
for business. Tenant has not sublet all or a portion of the Premises to any sublessee
and has not assigned, transferred or encumbered any of its rights or interests under the Lease.


 


6.          Except
as expressly contained in the Lease, Tenant has no outstanding options or rights to renew or extend the term of the Lease.
Tenant has no outstanding expansion options, other options, rights of first refusal or rights
of first offer to purchase the Premises or any part thereof and/or the land on which the Premises are situated, or rights of first
offer to lease with respect to all or any part of the Premises.


 


7.          The
[Base Annual Rent] payable under the Lease is $______($______ monthly). Such [Base Annual Rent] payable under the Lease shall
be adjusted during the initial term of the Lease as follows: (a) from
___________, 20_ to and including ____________ 20__, the Base Annual Rent shall be
$ _______ ($ _______ monthly), (b) from ______ 20 ___ to and including
_________________________, 20____ the Base Annual Rent shall be $______ ($_______________________ monthly);
[and from ___________ , 20_ to and including ____, 20____ the fixed
annual minimum rent shall be $ _____ ($ ______monthly)]. Such rent has been paid
through and including the month of _________, 200__ . Additional rent under the Lease has
been paid through and including the month of _______, 200_. No such rent
(excluding security deposits) has been paid more than one (1) month in advance
of its due date.


 



    	F-1



    	 



    

 


8.          Tenant's security deposit, if any, is
$ ________ (if none, please state "none").


 


9.          No
event has occurred and no condition exists that constitutes, or that with the giving
of notice or the lapse of time or both, would constitute, a default by Tenant or, to the best knowledge
of Tenant, Landlord under the Lease. Tenant has no existing defenses or offsets against the enforcement of the Lease by
Landlord.


 


10.        (a)All
required contributions by Landlord to Tenant on account of Tenant's improvements have
been received by Tenant and all of Tenant's tenant improvements have been completed
in accordance with the terms of the Lease.


 


(b)          Landlord has satisfied all its obligations
to Tenant arising out of or incurred in connection with the construction of the tenant improvements
on the Premises and no off-set exists with respect to any rents or other sums payable
or to become payable by the Tenant under the Lease.


 


11.        The
undersigned is duly authorized to execute this Certificate on behalf of Tenant.


 


Dated: ___________, 2011


 


	TENANT:
	 
	 	a	 





	  	 	 
	By:  	 
	  	Name:
	  	Title:


 



    	F-2



    	 



    

 


EXHIBIT G


 


FORM OF NOTICE TO TENANT


 


TO:        [Tenant]


 


Re:         Notice of Change of Ownership of _____ __________________


 


Ladies and Gentlemen:


 


YOU ARE HEREBY NOTIFIED AS FOLLOWS:


 


That
as of the date hereof, the undersigned has transferred, sold, assigned, and conveyed all
of its right, title and interest in and to the above-described property, (the "Property") to [INSERT NAME
OF BUYER] (the "New Owner") and assigned to New Owner, all of the undersigned's
right, title and interest under that certain Lease, dated _________, between ________ as tenant and _________ as
landlord (the "Lease"), together with any security deposits or letters of credit held thereunder.


 


Accordingly, New Owner is the landlord
under the Lease and future notices and correspondence with respect to your leased premises
at the Property should be made to the New Owner at the following address:


 


	 
	 
	 




 


You will receive
a separate notification from New Owner regarding the new address for the payment of rent.
In addition, to the extent required by the Lease, please amend all insurance policies you are required to maintain pursuant to
the Lease to name New Owner as an additional insured thereunder and promptly provide
New Owner with evidence thereof.


 


	Very truly yours,
	[PRIOR LANDLORD)
	 
	By:	 
	Name:  	 
	Title:	 


 



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EXHIBIT H


 


(COPY OF LEASE)


 



    	H-1