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  Exhibit 10.1    
    


EXECUTION
VERSION 


 
 

VOTING AND STANDSTILL AGREEMENT    



        This
Voting and Standstill Agreement (this "Agreement") is made and entered into as of August 30, 2014, by and among Cole
Corporate Income Trust, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income tax purposes
("Target"), the undersigned shareholder ("Shareholder") of Select Income REIT, a Maryland real estate investment trust (the
"Acquirer"), and solely for the purposes of Section 9 of this Agreement, American Realty Capital Properties, Inc., a Maryland
corporation and parent of the sponsor of Target ("Target Sponsor"). 


 
 

RECITALS    



        A.    Concurrently
with the execution of this Agreement, the Acquirer, SC Merger Sub LLC, a Maryland limited liability company and a wholly owned subsidiary of the
Acquirer ("Merger Sub"), and Target have entered into an Agreement and Plan of Merger, dated as of August 30, 2014, (the "Merger Agreement") which provides for, on
the terms and subject to the conditions set forth therein, the merger of Target with and into Merger Sub with Merger Sub being the surviving entity. 



        B.    As
a condition and an inducement to Target's willingness to enter into the Merger Agreement, Target has required that Shareholder, and Shareholder has agreed, to enter
into this Agreement with respect to all common shares of beneficial interest, $0.01 par value per share, of the Acquirer ("Acquirer Common Shares") that Shareholder now or
hereafter owns beneficially or of record. 


        NOW,
THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 



        1.    Definitions.    Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings
assigned to them in this Section 1 or elsewhere in this Agreement. 



        A
Person shall be deemed to "beneficially own" any securities not owned directly by such Person if that Person or a group of which such Person is a member
would be the beneficial owner of such shares under Rule 13d-3 and Rule 13d-5 of the Exchange Act. 



        "Permitted
Liens" shall mean any (i) Liens relating to any Indebtedness, (ii) Liens that result from any statutory or other Liens for Taxes or
assessments that are not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on Shareholder's financial
statements (if such reserves are required pursuant to GAAP), or that are otherwise not material and (iii) Liens imposed or promulgated by Law or any Governmental Entity. 


        "Permitted
Transfer" shall mean, (i) any Transfer to an Affiliate of Shareholder, so long as such Affiliate, in connection with such Transfer,
executes a joinder to this Agreement pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions applicable to Shareholder and otherwise become a
party for all purposes of this Agreement; provided, that no such Transfer shall relieve the transferring Shareholder from its obligations under this Agreement, other than
with respect to the Subject Shares transferred in accordance with the foregoing provision; (ii) the creation or assumption of any Permitted Lien and (iii) the creation or assumption of
any Lien as security for Indebtedness and for purposes of clause (iii) of this definition only, "Lien" and "Indebtedness" shall have the meanings ascribed to such terms in 








 

Shareholder's
Credit Agreement dated as of October 28, 2010, and Shareholder's Term Loan Agreement, dated as of January 12, 2012, each as amended (the "Credit
Agreements"). 


        "Transfer"
shall mean (i) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by
operation of Law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, assignment, encumbrance,
pledge, hypothecation, disposition, loan or other transfer (by operation of Law or otherwise), of any capital stock (or any security convertible or exchangeable into capital stock) or interest in any
capital stock, excluding, for the avoidance of doubt, entry into this Agreement or (ii) entering into any swap or any other agreement, transaction or series of transactions that hedges or
transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, agreement, transaction or
series of transactions is to be settled by delivery of securities, in cash or otherwise, provided, that any transaction described in these clauses (i) or
(ii) shall not constitute a Transfer so long as (a) such transaction does not require a filing under the Exchange Act or any other public disclosure of such transaction and
(b) such transaction does not in any way limit the ability of Shareholder to vote its Subject Shares. 




        2.    Representations, Warranties and Covenants of Shareholder.    Shareholder hereby
represents and warrants to Target, as of the date of this Agreement, as follows: 



        2.1    Due Authority.    Shareholder has the full power and authority to make, enter into
and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 4.2 hereof. This Agreement has been duly and validly executed
and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder enforceable against it in accordance with its terms, except that the enforcement hereof may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or at law). 


        2.2    Organization, Standing and Corporate Power.    Shareholder is duly organized,
validly existing and in good standing under the Laws of the jurisdiction in which it is formed and has all requisite power and authority to carry on its business as now being conducted. 


        2.3    Ownership of Acquirer Common Shares.    Shareholder (i) is the beneficial
or record owner of the Acquirer Common Shares indicated on Schedule A hereto (the "Subject Shares"), free and clear of any and all
Liens, other than Permitted Liens, or those Liens created by this Agreement and (ii) has voting power over, sole power of disposition and sole power to issue instructions with respect to all of
the Subject Shares with no other limitations, qualifications or restrictions on such rights, subject to applicable Law, the Parent Governing Documents, the Credit Agreements and the terms of this
Agreement. 


        2.4    No Conflict; Consents.    



        (a)   The
execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of its obligations under this Agreement and the compliance by
Shareholder with any provisions hereof do not and will not: (i) conflict with or violate in any material respects any Laws applicable to Shareholder or the Subject Shares or (ii) result
in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Subject Shares are bound. 




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Shareholder's
Subject Shares are not, with respect to the voting of, subject to any other agreement, including, any voting agreement, stockholders agreement, irrevocable proxy or voting trust. 


        (b)   Other
than the disclosure and filing of this Agreement with the SEC, no consent, approval, order or authorization of, or registration, declaration or filing with, any
Governmental Entity or any other Person, is required by Shareholder in connection with the execution and delivery of this Agreement or the consummation by Shareholder of the transactions contemplated
hereby. 




        2.5    Absence of Litigation.    There is no Action pending against, or, to the knowledge
of Shareholder, threatened against or affecting, Shareholder or any of its properties or assets (including the Subject Shares) at law or in equity that would reasonably be expected to materially
impair or delay the ability of Shareholder to perform Shareholder's obligations hereunder. 


        2.6    Acknowledgement.    Shareholder understands and acknowledges that Target is
entering into the Merger Agreement in reliance upon Shareholder's execution of this Agreement. 




        3.    Agreement to Retain Subject Shares.    



        3.1    Transfer and Encumbrance of Subject Shares.    Other than a Permitted Transfer,
from and after the date hereof and until the Expiration Time, Shareholder shall not (i) Transfer any of the Subject Shares, (ii) deposit any Subject Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such Subject Shares; (iii) take any action that would cause any representation or warranty of Shareholder contained herein to become
untrue or incorrect, in each case in any material respect, or would reasonably be expected to have the effect of preventing or disabling Shareholder from performing its obligations under this
Agreement, or (iv) commit or agree to take any of the foregoing actions. If any involuntary Transfer of any Subject Shares shall occur, the transferee shall take and hold such Subject Shares
subject to terms of this Agreement. 


        3.2    Additional Purchases.    Any Acquirer Common Shares that Shareholder purchases or
otherwise acquires (including, without limitation, by way of stock-split, stock dividend, conversion of securities or distribution or similar event) after the execution of this Agreement and prior to
the Expiration Time shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Subject Shares. 


        3.3    Unpermitted Transfers.    Any Transfer or attempted Transfer of any of the Subject
Shares or other action in violation of Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio. Notwithstanding the foregoing or any
other provision in this Agreement to the contrary, Shareholder shall not be deemed to be in breach of any of its obligation hereunder with which it is unable to comply as a result of any Subject
Shares subject to any Permitted Lien becoming subject to foreclosure, forfeiture or other similar proceedings. 




        4.    Agreement to Vote and Approve.    



        4.1    Subject Shares.    Subject to the terms hereof, from and after the date hereof and
until the Expiration Time, at every meeting of the shareholders of the Acquirer however called with respect to any of the following matters, and at every adjournment or postponement thereof,
Shareholder shall, or shall cause the holder of record on any applicable record date to (including via proxy), vote or cause to be voted, the Subject Shares: (i) in favor of the issuance of
Acquirer Common Shares in the Merger on the terms
set forth in the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the shareholders of the Acquirer to solicit additional proxies in favor of the approval of the issuance
of the Acquirer Common Shares in connection with the Merger, and (iii) against (a) any action or agreement that would reasonably be expected to result 



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in
any condition to the consummation of the Merger set forth in Article VIII of the Merger Agreement not being fulfilled and (b) any action which could reasonably be expected to impede
or materially delay consummation of the Transactions. 


        4.2    Irrevocable Proxy.    By execution of this Agreement, Shareholder does hereby
appoint and constitute Target, and any one or more individuals designated by Target, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked),
with full power of substitution and resubstitution, as such Shareholder's true and lawful attorneys-in-fact and proxies, to the fullest extent of such Shareholder's rights with respect to the Subject
Shares, to vote each of the Subject Shares solely with respect to the matters set forth in Section 4.1 hereof; provided,
however, the foregoing shall only be effective if such Shareholder fails to be counted as present, to consent or to vote such Shareholder's Subject Shares, as applicable,
in accordance with Section 4.1 above. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all
purposes, including without limitation Section 2-507(d) of the MGCL, and hereby revokes any proxy previously granted by such Shareholder with respect to the Subject Shares. Shareholder hereby
ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. The proxy granted by Shareholder pursuant to this Section
is granted in order to secure Shareholder's performance under this Agreement and also in consideration of Target entering into the Merger Agreement. 




        5.    Ownership Interest.    Nothing contained in this Agreement shall be deemed to vest
in Target, the Acquirer or any other Person any direct or indirect ownership or incidence of ownership of or with respect to, or pecuniary interest in, any of the Subject Shares. All rights, ownership
and economic benefits of and relating to, and pecuniary interest in, the Subject Shares shall remain vested in and belong to Shareholder, and neither Target, the Acquirer nor any other Person shall
have any power or authority to direct Shareholder in the voting or disposition of any of the Subject Shares, except as otherwise expressly provided in this Agreement. 


        6.    Further Assurances.    From time to time, at the request of Target and without
further consideration, Shareholder shall take such further action as may reasonably be requested by Target or the Acquirer to carry out the intent of this Agreement. 


        7.    Termination.    This Agreement shall terminate and shall have no further force or
effect on the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be validly terminated pursuant to Article IX thereof, or
(iii) the termination of this Agreement by mutual written consent of the parties hereto (such date, the "Expiration Time"). 


        8.    Notice of Certain Events.    Shareholder shall notify Target promptly of
(a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of any representation or warranty set forth in this
Agreement and (b) the receipt by Shareholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this
Agreement; provided, however, that the delivery of any notice pursuant to this Section 8 shall not limit or otherwise affect the remedies available to any party. 


        9.    Standstill.    




        (a)   During
the period beginning on the date of this Agreement and ending on the date that is thirty-six (36) months after the date hereof, without the prior written
approval or invitation of the board of trustees or directors of a Covered Company, Target Sponsor shall not, and shall cause each entity to which Target Sponsor directly provides management 




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services
and their respective Subsidiaries not to, take any of the following actions, directly or indirectly: 



          (i)  solicit
proxies or written consents of holders of Covered Securities of such Covered Company, or any other Person with the right to vote or power to give or withhold
consent in respect of Covered Securities of such Covered Company, or conduct, encourage, participate or engage in any other type of referendum (binding or non-binding) with respect to, or from the
holders of Covered Securities of such Covered Company or any other Person with the right to vote or power to give or withhold consent in respect of Covered Securities of such Covered Company, make, or
in any way participate or engage in (other than by voting any Covered Securities it owns), any solicitation of any proxy, consent or other authority to vote any Covered Securities of such Covered
Company (other than in respect of the issuance of Acquirer Common Shares in the Merger) or make any shareholder proposal with respect to
any matter, or become a participant in any contested solicitation with respect to such Covered Company; 



         (ii)  form
or join in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange
Act with respect to the Covered Securities of such Covered Company or otherwise support or participate in any effort by a third party with respect to the matters set forth in this
Section 9, or deposit any Covered Securities of such Covered Company in a voting trust or subject any Covered Securities of such Covered Company to any voting
agreement; 


        (iii)  (A)
either directly or indirectly for Target Sponsor or any of its Affiliates, or in conjunction with any other Person in which Target Sponsor or any of its Affiliates
is or proposes to be a principal or partner or to which Target Sponsor or any of its Affiliates is or proposes to act as a financing source, broker or agent for compensation, effect or seek, offer or
propose (whether publicly or otherwise) to effect, or cause or participate in, or (B) in any way knowingly support, assist or facilitate any other Person to effect or seek, offer or propose to
effect, or cause or participate in, any (x) tender offer or exchange offer, merger, acquisition or other business combination involving such Covered Company or any of its Subsidiaries;
(y) business combination, acquisition or other similar transaction relating to a material amount of the assets or securities of such Covered Company or any of its Subsidiaries or
(z) restructuring, recapitalization, liquidation or similar transaction with respect to such Covered Company or any of its Subsidiaries; or 



        (iv)  acquire
beneficial ownership of any Covered Securities of such Covered Subsidiary, other than those Covered Securities beneficially owned as of the date of this
Agreement (which are set forth on Schedule B hereto). 




        (b)   For
purposes of this Section 9, (i) "Covered Companies" shall mean the Acquirer, Shareholder and
their successors; (ii) "Covered Securities" of a Covered Company shall mean shares of beneficial or other interests or capital stock of such Covered Company,
including without limitation common shares, common stock or common interests of such Covered Company and any other securities of such Covered Company entitled to vote in the election of trustees or
directors, or securities convertible into, or exercisable or exchangeable for, such securities, whether or not subject to the passage of time or other contingencies and
(iii) "Subsidiary" in respect of a Person shall mean another Person that is its subsidiary as defined in Rule 12b-2 under the Exchange Act as in effect on
the date hereof. 




        Nothing
in this Section 9 shall be deemed to in any way restrict or limit the ability of Target Sponsor or any of its Subsidiaries to discuss any
matter confidentially with a Covered Company or any of its directors or executive officers. 



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        10.    Miscellaneous.    



        10.1    Severability.    If any term or other provision of this Agreement is determined
to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 



        10.2    Binding Effect; Assignment; Third Party Beneficiaries.    This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party to this Agreement may assign any of
its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment contrary to the provisions of this
Section 10.2 shall be null, void and of no legal force or effect. The Acquirer shall be an express third party beneficiary of the agreements of Shareholder
contained in this Agreement and of the provisions of Section 9 of this Agreement. 



        10.3    Amendments and Modifications.    This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 


        10.4    Specific Performance; Injunctive Relief.    The parties acknowledge that
irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. Accordingly, the parties shall be entitled
to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and
provisions of this Agreement, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such
remedy are hereby waived. 


        10.5    Notices.    Any notice, request, claim, demand and other communication hereunder
shall be in writing and shall be deemed to have been duly given or made as follows: (a) if personally delivered to an authorized representative of the recipient, when actually delivered to such
authorized representative; (b) if sent by facsimile transmission (providing confirmation of transmission), when transmitted, or if
sent by e-mail of a pdf attachment, upon acknowledgement of receipt of such notice by the intended recipient (provided, that any notice received by facsimile transmission
or otherwise at the addressee's location on any Business Day after 5:00 p.m. (in the time zone of the recipient) or any day other than a Business Day shall be deemed to have been received at
9:00 a.m. on the next Business Day); (c) if sent by reliable overnight delivery service (such as DHL or Federal Express) with proof of service, upon receipt of proof of delivery and
(d) if sent by certified or registered mail (return receipt requested and first-class postage prepaid), upon receipt; provided, in each case, such notice, request,
claim, demand or other communication 



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is
addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.5): 



        (a)   if
to Target to: 



c/o
American Realty Capital Properties, Inc.

405 Park Avenue

15th Floor

New York, NY 10022

Attention: Richard A. Silfen

Facsimile: (215) 887-2585

E-Mail: rsilfen@arcpreit.com 


with
a copy (which shall not constitute notice) to: 


Morris,
Manning & Martin, LLP

3343 Peachtree Road, NE

Suite 1600

Atlanta, Georgia 30326

Attention: Lauren B. Prevost, Esq.

Facsimile: (404) 365-9532

E-Mail: LPrevost@mmmlaw.com 




        (b)   if
to Shareholder: 



Government
Properties Income Trust

Two Newton Place

255 Washington Street

Suite 300

Newton, Massachusetts 02458

Attention: Mark L. Kleifges, Chief Financial Officer

Facsimile: (617) 219-1440

E-Mail: mkleifges@reitmr.com 



with
a copy (which shall not constitute notice) to: 


Saul
Ewing LLP

500 E. Pratt Street

Suite 900

Baltimore, MD 21202-3133

Attention: Eric G. Orlinsky

Facsimile: (410) 332-8688

E-Mail: eorlinsky@saul.com 




        (c)   if
to Acquirer: 



Select
Income REIT

Two Newton Place

255 Washington Street

Suite 300

Newton, Massachusetts 02458

Attention: David M. Blackman

Facsimile: (617) 796-8267

E-Mail: dblackman@sirreit.com 





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with
a copy (which shall not constitute notice) to: 


Skadden,
Arps, Slate, Meagher & Flom LLP

500 Boylston Street

Boston, MA 02116

Attention: Margaret R. Cohen

Facsimile: (617) 305-4859

E-Mail: margaret.cohen@skadden.com 





        10.6    Governing Law; Jurisdiction and Venue.    The laws of the State of Maryland shall
govern the validity and construction of this Agreement and all rights and obligations of, and disputes between or among the parties arising out of or related to this Agreement or the transactions
contemplated by this Agreement, whether in contract, tort or otherwise, without regard to the principles of conflict of laws of the State of Maryland. The parties hereby consent and submit to the
exclusive jurisdiction of the state and federal courts in the state of Maryland, the venue of the Circuit Court for Baltimore City and the venue of the U.S. District Court for the District of
Maryland, and all actions and proceedings arising out of or relating to this Agreement shall be heard and determined in a state or federal court in the State of Maryland. 


        10.7    WAIVER OF JURY TRIAL.    BY EXECUTING THIS AGREEMENT, THE PARTIES KNOWINGLY AND
WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY THAT DISPUTE. 


        10.8    Entire Agreement.    This Agreement contains the entire understanding of the
parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter. 


        10.9    Counterparts.    This Agreement may be executed and delivered by facsimile
signature, portable document format (PDF) or other electronic format, and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same
agreement. 


        10.10    Effect of Headings.    The section headings herein are for convenience only and
shall not affect the construction of interpretation of this Agreement. 


        10.11    No Agreement Until Executed.    Irrespective of negotiations among the parties
or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and
until (i) the Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed by all parties hereto. 



        10.12    Legal Representation.    This Agreement was negotiated by the parties with the
benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction
or interpretation thereof. 


        10.13    Expenses.    Except as provided in the Merger Agreement, all costs and expenses
incurred in connection with this Agreement shall be paid by the party incurring such cost or expense, whether or not the Merger is consummated. 



[Signature page follows] 


8

















































        IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date and year first above written. 

 






					
	 	 	 COLE CORPORATE INCOME TRUST, INC.
	

 	
 	
  By:	
 	
/s/ D. KIRK MCALLASTER, JR.







 
	 	 	Name:	 	D. Kirk McAllaster, Jr.
	 	 	Title:	 	Executive Vice President, Chief Financial Officer & Treasurer
	

 	
 	
 GOVERNMENT PROPERTIES INCOME TRUST
	

 	
 	
  By:	
 	
/s/ MARK L. KLEIFGES







 
	 	 	Name:	 	Mark L. Kleifges
	 	 	Title:	 	Chief Financial Officer
	

 	
 	
 Solely for purposes of Section 9 of this Agreement,

AMERICAN REALTY CAPITAL PROPERTIES, INC
	

 	
 	
  By:	
 	
/s/ LISA E. BEESON







 
	 	 	Name:	 	Lisa E. Beeson
	 	 	Title:	 	Chief Operating Officer




 


   

   

  Signature Page to Voting Agreement


















































 
 

  SCHEDULE A    
    

 






			
	 

	Shareholder
	 	Number of Acquirer Common Shares

Beneficially Owned

	 Government Properties Income Trust
	 	21,500,000




 

 















































 
 

  SCHEDULE B    
    


        None. 











QuickLinks



Exhibit 10.1


VOTING AND STANDSTILL AGREEMENT

RECITALS


SCHEDULE A


SCHEDULE B