Exhibit 10.5


 





FORM OF ADVISORY AGREEMENT


 


BY AND AMONG


 


AMERICAN REALTY CAPITAL — RETAIL
CENTERS OF AMERICA II, INC.,


 


AMERICAN REALTY CAPITAL RETAIL II OPERATING
PARTNERSHIP, L.P.,


 


AMERICAN REALTY CAPITAL RETAIL II ADVISORS,
LLC


 


Dated as of [___________], 2014


 




    	 



    	 



    

 


ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT
(this “Agreement”) dated as of [__________], 2014, is entered into among American Realty Capital – Retail
Centers of America II, Inc., a Maryland corporation (the “Company”), American Realty Capital Retail II Operating
Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and American Realty Capital
Retail II Advisors, LLC, a Delaware limited liability company (the “Advisor”).


 


WITNESSETH


 


WHEREAS, the Company
is a Maryland corporation created in accordance with the Maryland General Corporation Law and intends to qualify as a REIT (as
defined below);


 


WHEREAS, the Company
is the general partner of the Operating Partnership;


 


WHEREAS, the Company
and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain
facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of,
and subject to the supervision of the Board of Directors of the Company, all as provided herein; and


 


WHEREAS, the Advisor
is willing to render such services, subject to the supervision of the Board of Directors of the Company, on the terms and subject
to the conditions hereinafter set forth;


 


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


 


1.          DEFINITIONS.
As used in this Agreement, the following terms have the definitions set forth below:


 


“Acquisition
Expenses” means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership,
the Advisor or any of its Affiliates or assigns in connection with the selection, evaluation, acquisition, origination, making
or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and
communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses,
title insurance premiums and the costs of performing due diligence.


 


“Acquisition
Fee” means the fees payable to the Advisor or its assigns pursuant to Section 11(a).


 




    	 



    	 



    

 


“Advisor”
means American Realty Capital Retail II Advisors, LLC, a Delaware limited liability company, any successor advisor to the Company
and the Operating Partnership, or any Person to which American Realty Capital Retail II Advisors, LLC or any successor advisor
subcontracts or assigns substantially all its functions. Notwithstanding the foregoing, (i) a Person hired or retained by American
Realty Capital Retail II Advisors, LLC to perform property management and related services for the Company or the Operating Partnership
that is not hired or retained to perform substantially all the functions of American Realty Capital Retail II Advisors, LLC with
respect to the Company and the Operating Partnership as a whole shall not be deemed to be an Advisor and (ii) none of Lincoln or
its Affiliates shall be deemed to be an Advisor.


 


“Affiliate”
or “Affiliated” means with respect to any Person, (i) any other Person directly or indirectly owning,
controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such Person;
(ii) any other Person, ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled
or held, with the power to vote, by such Person; (iii) any other Person directly or indirectly controlling, controlled by or under
common control with such Person; (iv) any executive officer, director, trustee or general partner of such Person; and (v) any legal
entity for which such Person acts as an executive officer, director, trustee or general partner. For purposes of this definition,
the terms “controls,” “is controlled by,” or “is under common control with” shall mean the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether
through ownership or voting rights, by contract or otherwise.


 


“Agreement”
has the meaning set forth in the preamble and such term shall include any amendment or supplement hereto from time to time.


 


“Annual
Subordinated Performance Fee” means the fees payable to the Advisor or its assigns pursuant to Section 11(d).


 


“Articles
of Incorporation” means the charter of the Company, as the same may be amended from time to time.


 


“Average
Invested Assets” has the meaning set forth in the Articles of Incorporation. For an equity interest owned in a Joint
Venture, the calculation of Average Invested Assets shall take into consideration the underlying Joint Venture’s aggregate
book value for the equity interest.


 


“Board
of Directors” or “Board” means the Board of Directors of the Company.


 


“By-laws”
means the by-laws of the Company, as amended and as the same are in effect from time to time.


 


“Cause”
means (i) fraud, criminal conduct, willful misconduct or illegal or negligent breach of fiduciary duty by the Advisor, or (ii)
if any of the following events occur: (A) the Advisor shall breach any material provision of this Agreement, and after written
notice of such breach, shall not cure such default within thirty (30) days or have begun action within thirty (30) days to cure
the default which shall be completed with reasonable diligence; (B) the Advisor shall be adjudged bankrupt or insolvent by a court
of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator,
or trustee of the Advisor, for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction
approves any petition filed against the Advisor for reorganization, and such adjudication or order shall remain in force or unstayed
for a period of thirty (30) days; or (C) the Advisor shall institute proceedings for voluntary bankruptcy or shall file a petition
seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to
the appointment of a receiver for itself or for all or substantially all its property, or shall make a general assignment for the
benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due.


 




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“Change
of Control” means (i) any “person” (within the meaning of Section 13(d) of the Exchange Act, as enacted
and in force on the date hereof) is or becomes the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted
and in force on the date hereof, under the Exchange Act) of securities of the Company representing 9.8% or more of the combined
voting power of the Company’s securities then outstanding without approval of the Board of Directors; (ii) there occurs a
merger, consolidation or other reorganization of the Company which is not approved by the Board of Directors; (iii) there
occurs a sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person, which
disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders
that results in the contesting party electing candidates to a majority of the Board of Directors’ positions next up for election.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision
of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto,
as interpreted by any applicable regulations as in effect from time to time.


 


“Common
Stock” means the shares of the Company’s common stock, par value $0.01 per share.


 


“Company”
has the meaning set forth in the preamble.


 


“Competitive
Real Estate Commission” means a real estate or brokerage commission for the purchase or sale of an asset which is
reasonable, customary and competitive in light of the size, type and location of the asset.


 


“Contract
Purchase Price” has the meaning ascribed to this term in the Articles of Incorporation.


 


“Contract
Sales Price” means the total consideration received by the Company from the sale of an Investment.


 


“Dealer
Manager” means Realty Capital Securities, LLC, or such other Person selected by the Board of Directors to act as
the dealer manager for the Offering.


 


“Dealer
Manager Fee” means the fee from the sale of Shares in a Primary Offering, payable to the Dealer Manager for serving
as the dealer manager of such Primary Offering.


 


“Director”
means a director of the Company.


 


“Distributions”
means any distributions of money or other property by the Company to Stockholders, including distributions that may constitute
a return of capital for U.S. federal income tax purposes or the use of offering proceeds from any Primary Offering.


 




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“Excess
Amount” has the meaning set forth in Section 14.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. Reference
to any provision of the Exchange Act shall mean such provision as in effect from time to time, as the same may be amended, and
any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.


 


“Expense
Year” shall mean any four (4) consecutive fiscal quarters.


 


“Financing
Coordination Fee” means the fee payable to the Advisor or its assigns pursuant to Section 11(c).


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“GAAP”
means United States generally accepted accounting principles, consistently applied.


 


“Good Reason”
means: (i) any failure to obtain a satisfactory agreement from any successor to the Company or the Operating Partnership to assume
and agree to perform obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by
the Company or the Operating Partnership.


 


“Gross
Proceeds” means the aggregate purchase price of all Shares sold for the account of the Company through an Offering,
without deduction for Selling Commissions, volume discounts, any marketing support and due diligence expense reimbursement or Organization
and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions
are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be
the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.


 


“Indemnitee”
has the meaning set forth in Section 22.


 


“Independent
Director” has the meaning set forth in the Articles of Incorporation.


 


“Independent
Valuation Advisor” means a firm that is (i) engaged in the business of conducting appraisals on real estate properties,
(ii) not an Affiliate of the Advisor and (iii) engaged by the Company with the Board’s approval to appraise the Real
Properties and other Investments pursuant to the Valuation Guidelines.


 


“Insourced
Acquisition Expenses” means Acquisition Expenses incurred by the Advisor, or any Affiliates or assigns but excluding
any legal fees or costs incurred by the Advisor or its assigns in connection with services performed hereunder.


 


“Investments”
means any investments by the Company or the Operating Partnership, directly or indirectly, in Real Estate Assets, Real Estate Related
Loans or any other asset.


 




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“Joint
Ventures” means the joint venture or partnership or other similar arrangements (other than between the Company and
the Operating Partnership) in which the Company or the Operating Partnership or any of their subsidiaries is a co-venturer, limited
liability company member, limited partner or general partner, which are established to acquire or hold Investments.


 


“Lincoln”
means Lincoln Retail REIT Services, LLC, a Delaware limited liability company.


 


“Listing”
means the listing of the Common Stock on a national securities exchange.


 


“Loans”
means any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters
of credit or similar instruments, including mortgages and mezzanine loans.


 


“Market
Check” means an analysis comparing (a) the amount of Insourced Acquisition Expenses reimbursed in the previous calendar
year to the Advisor or any of its Affiliates with (b) the projected amount of Acquisition Expenses for the following calendar year
assuming that a Person other than the Advisor or its Affiliates performs substantially similar services for a substantially similar
amount of Investments.


 


“NASAA
REIT Guidelines” means the Statement of Policy Regarding Real Estate Investment Trusts as revised and adopted by
the North American Securities Administrators Association on May 7, 2007, as the same may be amended from time to time.


 


“NAV”
means the Company’s net asset value, calculated pursuant to the Valuation Guidelines.


 


“NAV Pricing
Start Date” means the first date on which the Company calculates NAV as set forth in the Registration Statement.


 


“Net Income”
means, for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such
period other than additions to reserves for depreciation, bad debts, impairments or other similar non-cash reserves and excluding
any gain from the sale of the Company’s assets.


 


“Notice”
has the meaning set forth in Section 24.


 


“Offering”
means any public offering and sale of Shares (other than a dividend reinvestment plan) pursuant to an effective registration statement
filed under the Securities Act.


 


“Operating
Partnership” has the meaning set forth in the preamble.


 


“Operating
Partnership Agreement” means the Agreement of Limited Partnership of the Operating Partnership, dated as of [_________],
2014, among the Company, American Realty Capital Retail II Special Limited Partnership, LLC, and the Advisor, as the same may be
amended from time to time.


 


“OP Units”
means units of limited partnership interest in the Operating Partnership.


 




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“Organization
and Offering Expenses” means all expenses (other than the Selling Commission and the Dealer Manager Fee) to be paid
by the Company in connection with an Offering, including legal, accounting, printing, mailing and filing fees, charges of the escrow
holder and transfer agent, charges of the Advisor for administrative services related to the issuance of Shares in an Offering,
reimbursement of the Advisor for costs in connection with preparing supplemental sales materials, the cost of bona fide training
and education meetings held by the Company (primarily the travel, meal and lodging costs of the registered representatives of broker-dealers),
attendance and sponsorship fees and cost reimbursement for employees of the Company’s Affiliates to attend retail seminars
conducted by broker-dealers and, in special cases, reimbursement to soliciting broker-dealers for technology costs associated with
an Offering, costs and expenses related to such technology costs, and costs and expenses associated with facilitation of the marketing
of the Shares and the ownership of Shares by such broker-dealer’s’ customers.


 


“Person”
has the meaning set forth in the Articles of Incorporation.


 


“Primary
Offering” means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution
reinvestment plan.


 


“Prospectus”
means a final prospectus of the Company filed pursuant to Rule 424(b) of the Securities Act, as the same may be amended or supplemented
from time to time.


 


“Real Estate
Assets” means any investment by the Company or the Operating Partnership in unimproved and improved Real Property
(including fee or leasehold interests, options and leases), directly or indirecty, through one or more subsidiaries or through
a Joint Venture.


 


“Real Estate
Commission” means the fees payable to the Advisor pursuant to Section 11(b).


 


“Real Estate
Related Loans” means any investments in mortgage loans and other types of real estate related debt financing, including,
mezzanine loans, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold
interests and participations in such loans, by the Company or the Operating Partnership, directly or indirectly, through one or
more subsidiaries or through a Joint Venture.


 


“Real Property”
means (i) land, (ii) rights in land (including leasehold interests), and (iii) any buildings, structures, improvements, furnishings,
fixtures and equipment located on or used in connection with land and rights or interests in land.


 


“Registration
Statement” means the Company’s registration statement on Form S-11 (File No. 333-196594) and the prospectus
contained therein.


 


“REIT”
means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily
in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate
or both, as defined pursuant to Sections 856 through 860 of the Code and any successor or other provisions of the Code relating
to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and
the regulations promulgated thereunder.


 




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“Sale”
or “Sales” means any transaction or series of transactions whereby: (i) the Company or the Operating
Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys,
or relinquishes its direct or indirect ownership of any Real Estate Assets, Loan or other Investment or portion thereof, including
the lease of any Real Estate Assets consisting of a building only, and including any event with respect to any Real Estate Assets
that gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership
directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes
its ownership of all or substantially all the direct or indirect interest of the Company or the Operating Partnership in any Joint
Venture in which it is a co-venturer, member or partner; (iii) any Joint Venture directly or indirectly (except as described in
other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer, member or partner sells,
grants, transfers, conveys, or relinquishes its direct or indirect ownership of any Real Estate Assets or portion thereof, including
any event with respect to any Real Estate Assets which gives rise to insurance claims or condemnation awards; or (iv) the Company
or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants,
conveys or relinquishes its direct or indirect interest in any Real Estate Related Loans or portion thereof (including with respect
to any Real Estate Related Loan, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments)
and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating
Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys,
or relinquishes its direct or indirect ownership of any other asset not previously described in this definition or any portion
thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds
of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference
to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and
any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.


 


“Selling
Commission” means the fee payable to the Dealer Manager and reallowable to Soliciting Dealers with respect to Shares
sold by them in a Primary Offering.


 


“Service
Provider” means Lincoln or such other entity or entities selected by the Advisor pursuant to a service provider agreement,
in which the entity agrees to perform certain duties of the Advisor as set forth in this Agreement, including acquisition and management
responsibilities, seeking and procuring financing for the Company’s properties, selecting and negotiating investments, including
property purchases and leasebacks, and providing asset management services. The Advisor shall assign a percentage of the fees payable
under this Agreement to such entities pursuant to such service provider agreement. Notwithstanding delegation of responsibilities
to the Service Provider, the Advisor shall retain ultimate responsibility for the performance of all the matters entrusted to it
pursuant to this Agreement.


 




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“Shares”
means the shares of beneficial interest or of common stock of the Company of any class or series, including Common Stock, that
has the right to elect the Directors of the Company.


 


“Soliciting
Dealers” means broker-dealers that are members of FINRA, or that are exempt from broker-dealer registration, and
that, in either case, have executed soliciting dealer or other agreements with the Dealer Manager to sell Shares.


 


“Sponsor”
means American Realty Capital IV, LLC, a Delaware limited liability company.


 


“Stockholders”
means the holders of record of the Shares as maintained on the books and records of the Company or its transfer agent.


 


“Subordinated
Participation Interest” means a profits interest in the Operating Partnership designated as a Class B Unit in accordance
with the terms of the Operating Partnership Agreement.


 


“Termination
Date” means the date of termination of this Agreement.


 


“Total
Operating Expenses” has the meaning ascribed to this term in the Articles of Incorporation.


 


“Total
Return to Stockholders” means receipt by Stockholders of an annual cumulative, pre-tax, non-compounded return on
the capital contributed by Stockholders in excess of a return of capital contributions to Stockholders.


 


“Valuation
Guidelines” means the valuation guidelines adopted by the Board, as may be amended from time to time.


 


“2%/25%
Guidelines” means the greater of 2% of Average Invested Assets or 25% of Net Income.


 


2.          APPOINTMENT.
The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor to perform the services set
forth herein on the terms and subject to the conditions set forth in this Agreement and subject to the supervision of the Board,
and the Advisor hereby accepts such appointment.


 


3.          DUTIES
OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential
investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives
and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject
to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating
Partnership Agreement, the Advisor, directly or indirectly through the Service Provider or another third party, will:


 


(a)          serve
as the Company’s and the Operating Partnership’s advisor;


 




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(b)          provide
the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions
necessary for the day-to-day management of the operations of the Company and the Operating Partnership;


 


(c)          investigate,
select and, on behalf of the Company and the Operating Partnership, engage in and conduct business with and supervise the performance
of such Persons as the Advisor deems necessary for the proper performance of its obligations hereunder (including consultants,
accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,
depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property
managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar
and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, any Service Provider
or Affiliates thereof and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance
of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with
any of the foregoing);


 


(d)          consult
with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s
financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of Investments
consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken
by the Company or the Operating Partnership;


 


(e)          subject
to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii)
locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant
to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions
and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance
with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in
the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments;
(vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational
functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for
purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the
Investments and the overall portfolio; (viii) select Joint Venture partners, structure corresponding agreements and oversee and
monitor these relationships; (ix) with respect to Investments, select a Service Provider to seek and procure financing for the
Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management
services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company
or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform
certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions
for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real
Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate;
and (xiii) source Real Estate Related Loans;


 




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(f)          upon
request, provide the Board with periodic reports regarding prospective investments;


 


(g)          make
investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;


 


(h)          negotiate
on behalf of the Company and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating
Partnership or any of their subsidiaries, and negotiate with investment banking firms and broker-dealers on behalf of the Company,
the Operating Partnership or any of their subsidiaries, or negotiate private sales of Shares or obtain Loans for the Company, the
Operating Partnership or any of their subsidiaries, but in no event in such a manner so that the Advisor shall be acting as broker-dealer
or underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection
with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries, as applicable;


 


(i)          obtain
reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value
of Investments or contemplated investments of the Company and the Operating Partnership, including relevant market research and
economic and statistical data in connection with the Company’s Real Estate Assets, investment objectives and policies;


 


(j)          from
time to time, or at any time reasonably requested by the Board, make reports to the Board of the Advisor’s performance of
services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts
of interest involving the Advisor or any of its Affiliates;


 


(k)          provide,
or arrange for, the Company and the Operating Partnership with all necessary cash management services;


 


(l)          deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any
Real Estate Assets as may be required to be obtained by the Board;


 


(m)         notify
the Board of all proposed material transactions before they are completed;


 


(n)          effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the
Board;


 




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(o)          perform
investor-relations and Stockholder communications functions for the Company;


 


(p)          maintain
the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the
Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;


 


(q)          after
the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals
performed by the Independent Valuation Advisor; and


 


(r)          supervise
one or more Independent Valuation Advisor and, if and when necessary, recommend to the Board replacement valuation advisors;


 


(s)          perform
all services related to the organization of the Company or any Offering or private sale of the Company’s securities, other
than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require
the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;


 


(t)          perform
due diligence on prospective investments and create due diligence reports summarizing the results of such work;


 


(u)          render
such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; and


 


(v)         do
all things reasonably necessary to assure its ability to render the services described in this Agreement.


 


4.          ASSET
MANAGEMENT SERVICES. The Advisor shall, or shall retain other Persons to provide, but shall remain responsible to the Company:


 


(a)          Accounting
and Other Administrative Services:


 


(i)          From
time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of
services to the Company and the Operating Partnership under this Agreement;


 


(ii)         Make
reports to the Independent Directors each quarter of the investments that have been made by other programs sponsored by the Advisor
or any of its Affiliates, as well as any investments that have been made by the Advisor or any of its Affiliates directly, in each
case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies
and objectives of the Company;


 


(iii)        Manage
and coordinate with the transfer agent the monthly distributions process and payments to Stockholders;


 




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(iv)        Consult
with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based
upon risk management determinations;


 


(v)         Provide
the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company,
as well as managing compliance with such matters, including compliance with the Sarbanes-Oxley Act of 2002;


 


(vi)        Consult
with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures
related thereto;


 


(vii)       Perform
all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable
law, including federal and state securities laws and the Sarbanes-Oxley Act of 2002;


 


(viii)      Notwithstanding
the foregoing or anything else that may be to the contrary in this Agreement, the Advisor may delegate any of the foregoing duties
to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the duties set forth in this Section
4.


 


5.          AUTHORITY
OF THE ADVISOR.


 


(a)          Pursuant
to the terms of this Agreement (including the restrictions included in this Section 5 and in Section 10), and subject
to the continuing and exclusive authority of the Board over the supervision of the Company, the Company, acting on the authority
of the Board of Directors, hereby delegates to the Advisor the authority to perform the services described in Section 3.


 


(b)          Notwithstanding
anything herein to the contrary, all Investments will require the prior approval of the Board, any particular Directors specified
by the Board or any committee of the Board specified by the Board, as the case may be.


 


(c)          If
a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents
and other information reasonably required by them to evaluate the proposed transaction.


 


(d)          The
Board may, at any time upon the giving of Notice to the Advisor, modify or revoke the authority set forth in this Section 5;
provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall
not be applicable to investment transactions to which the Advisor has committed the Company or the Operating Partnership prior
to the date of receipt by the Advisor of such notification.


 


6.          FIDUCIARY
RELATIONSHIP. The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this
Agreement, has a fiduciary responsibility and duty to the Company and its Stockholders.


 




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7.          NO
PARTNERSHIP OR JOINT VENTURE. Except as provided in Section  11(j), the parties to this Agreement are not partners
or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any
liability as such on either of them.


 


8.          BANK
ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Company or the Operating Partnership
and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf
of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that no funds shall
be commingled with the funds of the Advisor; and, upon request, the Advisor shall render appropriate accountings of such collections
and payments to the Board and to the auditors of the Company.


 


9.          RECORDS;
ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for
inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time and from time to time. The
Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.


 


10.         LIMITATIONS
ON ACTIVITIES. Notwithstanding anything herein to the contrary, the Advisor shall refrain from taking any action which, in
its sole judgment, or in the sole judgment of the Company, made in good faith, would (a) adversely affect the status of the Company
as a REIT, unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders,
(b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation
or statement of policy of any governmental body or agency having jurisdiction over the Company, the Operating Partnership or the
Shares, or otherwise not be permitted by the Articles of Incorporation or By-laws, except if such action shall be ordered by the
Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such
action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such
event, the Advisor shall have no liability to the Company for acting in accordance with the specific instructions of the Board
so given.


 


11.         FEES.


 


(a)          Acquisition
Fee. Subject to Section 12(b), the Company shall pay an Acquisition Fee to the Advisor or its assigns as compensation
for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of
each Investment. If the Advisor is terminated without Cause pursuant to Section 18(b)(1), the Advisor or its assigns shall be entitled
to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire the applicable Investment
had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its assigns shall
be equal to 1.5% of (1) the Contract Purchase Price of each Investment and (2) the amount advanced for a Loan or other investment.
The purchase price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase
Price of the Investment, multiplied by (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly
by the Company or the Operating Partnership. For purposes of this Section 11(a), “ownership percentage” shall
be the percentage of capital stock, membership interests, partnership interests or other equity interests owned directly or indirectly
by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay any
Acquisition Fee due hereunder promptly upon the closing of the Investment. In addition, if during the period ending two years after
the close of the initial Primary Offering, the Company sells an Investment and then reinvests the net proceeds in a new Investment(s),
the Company shall pay to the Advisor or its assigns 1.0% of the Contract Purchase Price of the new Investment(s).


 




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(b)          Real
Estate Commission. In connection with a Sale of a Real Estate Asset in which the Advisor or any Affiliate or agent or assign
of the Advisor including a Service Provider provides a substantial amount of assistance, as determined by the Independent Directors,
the Company shall pay to the Advisor or its assigns, in the aggregate, a Real Estate Commission up to the lesser of (i) 2.0% of
the Contract Sales Price of the Real Estate Asset or (ii) one-half of the Competitive Real Estate Commission paid if an unaffiliated
third party broker is also involved; provided, however, that in no event may the Real Estate Commission paid to the
Advisor, its Affiliates and agents (including a Service Provider) and to an unaffiliated third party exceed the lesser of 6.0%
of the Contract Sales Price and a Competitive Real Estate Commission.


 


(c)          Financing
Coordination Fee. If the Advisor or its assigns provide services in connection with the origination or refinancing of any
Loan the Company or the Operating Partnership directly or indirectly obtains, including any assumed Loan, the Company shall pay
a Financing Coordination Fee to the Advisor or its assigns in an amount equal to 0.75% of the amount available or outstanding under
any such Loan, including any assumed Loan. The Advisor and its assigns may reallow some of or all this Financing Coordination Fee
to reimburse third parties with whom it may subcontract to procure any such Loan.


 


(d)          Annual
Subordinated Performance Fee. The Company shall pay the Advisor or its assigns an Annual Subordinated Performance Fee payable
in any year equal to 15% of the amount that the Total Return to Stockholders exceeds 6% per annum, provided, that in no event may
the Annual Subordinated Performance Fee exceed 10% of the aggregate Total Return to Stockholders for the applicable year.


 


(e)          Payment
of Fees. The Company shall pay, or cause the Operating Partnership to pay any fees due the Advisor or its assigns under
Section 11(a), (b), (c) or (d) hereof, at the Advisor’s or the assign’s option in cash,
Shares or OP Units or any combination thereof. For the purposes of the payment of any fees in Shares or OP Units, (i) if during
an Offering, (a) prior to the NAV Pricing Start Date, each Share or OP Unit shall be valued at the per-share offering price of
the Shares in the applicable Offering minus the maximum Selling Commissions and Dealer Manager Fee payable in the applicable Offering,
and (b) after the NAV Pricing Start Date, each Share or OP Unit shall be valued at the then-current NAV per Share; and (ii) at
all other times, each Share or OP Unit shall be equal in value to (A) the estimated value of the Shares, calculated in accordance
with the provisions of NASD Rule 2340(c)(1) (or any successor or similar FINRA rule), or (B) if no such rule shall then exist,
at the fair market value thereof.


 




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(f)          Conditions
to Certain Fees.


 


(i)          If
the Company or the Operating Partnership enters into any transaction in which the Advisor, any Affiliate or any of the Advisor’s
directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not
otherwise interested in such transaction, including a majority of the Independent Directors.


 


(ii)         Neither
the Company nor the Operating Partnership shall make loans to the Advisor or any Affiliate thereof or any officers of the Company
or Directors except as permitted by the Articles of Incorporation. Neither the Advisor, any Affiliate thereof, nor any officers
or Directors of the Company, shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved
by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction
as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable,
than comparable loans between unaffiliated parties, as determined by the Independent Directors in their sole discretion; provided,
however, that the waiver or deferral of any fee or reimbursement due the Advisor or any Affiliate hereunder shall not be treated
as a loan for the purposes of this Section 11(i)(ii).


 


(iii)        The
Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority
of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction
as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating
Partnership, as applicable, is on substantially the same terms as those received by other joint venturers, as determined by the
Independent Directors in their sole discretion.


 


(iv)        If
the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership
shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management
services.


 


(g)          Subordinated
Participation Interests. The Company shall cause the Operating Partnership to periodically issue Subordinated Participation
Interests in the Operating Partnership to the Advisor or its assigns, pursuant to the terms and conditions contained in the Operating
Partnership Agreement.


 




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12.         EXPENSES.


 


(a)          In
addition to the compensation paid to the Advisor pursuant to Section 11 and subject to the limitations set forth herein,
the Company or the Operating Partnership shall pay directly or reimburse the Advisor, or any Affiliates or assigns for all the
expenses paid or incurred by the Advisor, or any Affiliates or assigns thereof in connection with the services provided to the
Company and the Operating Partnership pursuant to this Agreement, including, the following:


 


(i)          Organization
and Offering Expenses, including third-party due diligence fees related to the Primary Offering, as set forth in detailed and itemized
invoices; provided, however, that the Company shall not make any reimbursement under this Section 12(a)(i) to the
extent reimbursement would cause the total amount of Organization and Offering Expenses paid by the Company and the Operating Partnership
to exceed 2.0% of the Gross Proceeds raised in all Primary Offerings;


 


(ii)         Acquisition
Expenses, including, but not limited to, up to 0.10% of the Contract Purchase Price of an Investment for legal expenses incurred
by the Advisor, or any Affiliates or assigns thereof in connection with the selection, evaluation and acquisition of an Investment;


 


(iii)        the
actual cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;


 


(iv)        interest
and other costs for Loans, including discounts, points and other similar fees;


 


(v)         taxes
and assessments on income of the Company, its subsidiaries or its Investments;


 


(vi)        costs
associated with any insurance;


 


(vii)       expenses
of managing, operating and disposing of Investments;


 


(viii)      all
expenses in connection with payments to the Directors for attending meetings of the Board and Stockholders;


 


(ix)         expenses
associated with a Listing or any other liquidity event such as a merger or the sale of all or substantially all of the Investments;


 


(x)          expenses
of paying dividends or Distributions;


 


(xi)         expenses
of organizing, revising, amending, converting, modifying or terminating the Company, the Operating Partnership or any subsidiary
thereof or the Articles of Incorporation, By-laws or governing documents of the Company, the Operating Partnership or any subsidiary
of the Company or the Operating Partnership;


 


(xii)        expenses
of Stockholder communications including the cost of preparing, printing, and mailing annual reports and other Stockholder reports,
proxy statements and reports required by governmental entities;


 




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(xiii)       administrative
service expenses, including the reasonable salaries and wages, benefits and overhead of all directly involved in the performance
of services by persons employed by the Advisor, or any Affiliate or assign in addition to the issuance of Subordinated Participation
Interests to the Advisor, any Affiliate or assign; provided, however, that no reimbursement shall be made with respect
to salaries, bonuses or benefits of any person who performs services for which the Company pays a separate Acquisition Fee or Real
Estate Commission hereunder; provided further that the Company shall not reimburse the Advisor, or any Affiliates or assigns
for the salaries, bonuses or benefits paid by any of these entities to persons serving as the Company’s executive officers;
and


 


(xiv)      audit,
accounting and legal fees.


 


(b)          Limitation
on Total Acquisition Fees, Financing Coordination Fees, Acquisition Expenses.


 


(i)          The
total of all Acquisition Fees and Financing Coordination Fees payable hereunder as well as Acquisition Expenses reimbursable hereunder,
if any, shall be reasonable and shall not exceed an amount equal to 4.5% of (A) the Contract Purchase Price of the Company’s
total portfolio of Investments and (B) the amount advanced for each Loan or other investment; provided, however,
that once all the net proceeds from the initial Primary Offering have been invested, the total of all Acquisition Fees and Financing
Coordination Fees on future Investments and reinvestments shall not exceed 2.0% of the Contract Purchase Price of the new Investment.


 


(c)          Limitation
on Insourced Acquisition Expenses.


 


(i)          Notwithstanding
anything to the contrary herein, the total of all Insourced Acquisition Expenses to be reimbursed by the Company for any calendar
year (other than the legal expenses described in Section 12(a)(ii) above) shall not exceed 0.50% of (A) the Contract Purchase
Price of the Investments acquired during such period and (B) of the amounts advanced for any Loan or other investment made during
such period (to be prorated for any partial calendar year); provided, however, that within a reasonable period of
time following the end of each calendar year, the Company shall perform a Market Check and provide the results thereof to the Advisor
within a reasonable period of time. If the amount of Acquisition Expenses projected in the Market Check that would be incurred
if substantially similar services with respect to a substantially similar amount of properties were to be provided by a Person
other than the Advisor, or any Affiliates or assigns during the subsequent calendar year is lower than the amount of Insourced
Acquisition Expenses paid to the Advisor or its Affiliates during the previous calendar year, then either (A) the Advisor shall
reduce the cap on the Insourced Acquisition Expenses until the next Market Check such that the cap on Insourced Acquisition Expenses
does not exceed the projected amount of Acquisition Expenses projected by the Market Check or (B) the Company may outsource to
a Person other than the Advisor or its Affiliates certain services previously provided by the Advisor or its Affiliates until the
next Market Check.


 




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(d)          Subject
to Section 14 hereof, commencing upon the earlier to occur of (i) the fifth fiscal quarter after the Company makes its first
Investment and (ii) six (6) months after the commencement of the initial Primary Offering, the Company shall reimburse no less
than monthly, all expenses incurred by the Advisor, or any of its Affiliates or assigns on behalf of the Company and the Operating
Partnership or any of their subsidiaries in connection with the services provided hereunder.


 


13.         OTHER
SERVICES. If the Board requests the Advisor or any director, officer or employee thereof to render services for the Company
and the Operating Partnership other than those set forth in Sections 3 and 4, such services shall be separately compensated
at such customary rates and in such customary amounts as are agreed upon by the Advisor and the Board, including a majority of
the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be
services pursuant to the terms of this Agreement.


 


14.         REIMBURSEMENT
TO THE ADVISOR. The Company shall not, during any Expense Year, reimburse the Advisor or any of its Affiliates or assigns for
any expenses incurred by any of them to the extent that at the end of any fiscal quarter the Total Operating Expenses incurred
by the Advisor, or any of its Affiliates or assigns exceed, in the aggregate, for the then ended Expense Year, the 2%/25% Guidelines
(the “Excess Amount”). The Advisor and any of its Affiliates or assigns shall repay the Company for any Excess
Amount, or the Company, at its option, may subtract the Excess Amount from the Total Operating Expenses reimbursed during the subsequent
fiscal quarter. Notwithstanding the above, if there is an Excess Amount in any Expense Year and the Independent Directors determine
that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may
be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor, or any its
Affiliates or assigns in one or more of such years, provided that the Company sends written disclosure to the Stockholders of such
fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses
were justified. Such determination shall also be reflected in the minutes of the meetings of the Board. All figures used in the
foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.


 


15.         OTHER
ACTIVITIES OF THE ADVISOR. Except as set forth in this Section 15, nothing herein contained shall prevent the Advisor
or any of its Affiliates from engaging in or earning fees from other activities, including the rendering of advice to other Persons
(including other REITs) and the management of other programs advised, sponsored or organized by the Sponsor or its Affiliates;
nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee or stockholder of the
Advisor or any of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other
Person and earn fees for rendering such services; provided, however, that the Advisor must devote sufficient resources
to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect
to any Investment in which the Company is a participant, also render advice and service to each and every other participant therein,
and earn fees for rendering such advice and service. The Company may enter into Joint Ventures or other similar co-investment arrangements
with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Advisor may be engaged
to provide advice and service to such Persons, in which case the Advisor may be paid fees for rendering such advice and service.


 




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The Advisor shall report
to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates
or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest
in any other Person. If the Advisor, Director or Affiliates thereof have sponsored other investment programs with similar investment
objectives which have investment funds available at the same time as the Company, the Advisor shall inform the Board of the method
to be applied by the Advisor in allocating investment opportunities among the Company and competing investment entities and shall
provide regular updates to the Board of the investment opportunities provided by the Advisor to competing programs in order for
the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable
best efforts to apply such method fairly to the Company.


 


16.         THE
AMERICAN REALTY CAPITAL NAME. The Advisor and its Affiliates have or may have a proprietary interest in the names “American
Realty Capital,” “ARC” and “AR Capital.” The Advisor hereby grants to the Company, to the extent
of any proprietary interest the Advisor may have in any of the names “American Realty Capital,” “ARC” and
“AR Capital,” a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the names”
American Realty Capital,” “ARC” and “AR Capital” during the term of this Agreement. The Company agrees
that the Advisor and its Affiliates will have the right to approve of any use by the Company of the names “American Realty
Capital,” “ARC” and “AR Capital,” such approval not to be unreasonably withheld or delayed. Accordingly,
and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory
services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business
under or use the names “American Realty Capital,” “ARC” and “AR Capital” or any derivative
thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the names
“American Realty Capital,” “ARC” and “AR Capital” or any other word or words that might, in
the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the
Advisor or any its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks
necessary to remove any references to the words “American Realty Capital,” “ARC” and “AR Capital.”
Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past
and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment
in real estate) and financial and service organizations having any of the names “American Realty Capital,” “ARC”
and “AR Capital” as a part of their name, all without the need for any consent (and without the right to object thereto)
by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect
to the names “American Realty Capital,” “ARC” and “AR Capital” licensed hereunder or the use
thereof (including, without limitation, as to whether the use of the names “American Realty Capital,” “ARC”
and “AR Capital” will be free from infringement of the intellectual property rights of third parties). Notwithstanding
the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened
in writing regarding the use or ownership of the names “American Realty Capital,” “ARC” and “AR Capital.”


 




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17.         TERM
OF AGREEMENT. This Agreement shall continue in force for a period of one year from the date hereof. Thereafter, the term may
be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties.


 


18.         TERMINATION
BY THE PARTIES. This Agreement may be terminated (a) by the Company with Cause upon forty-five (45) days’ prior written
notice or (b) upon sixty (60) days’ prior written notice (i) by the Independent Directors of the Company or the Advisor,
without Cause and without penalty, (ii) by the Advisor for Good Reason, or (iii) by the Advisor upon a Change of Control. The provisions
of Sections 18 and 22 through 25 (inclusive) of this Agreement shall survive any expiration or earlier termination
of this Agreement.


 


19.         ASSIGNMENT.
This Agreement and the rights and obligations hereunder may be assigned by the Advisor to an Affiliate or to one or more Service
Providers with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may
assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Directors.
This Agreement shall not be assigned by the Company or the Operating Partnership without the consent of the Advisor, except in
the case of an assignment by the Company or the Operating Partnership to a Person which is a successor to all the assets, rights
and obligations of the Company or the Operating Partnership, and which the Board has determined possess sufficient qualifications
to perform the advisory function for the Company, in which case such successor Person shall be bound hereunder and by the terms
of said assignment in the same manner as the Company or the Operating Partnership, as applicable, is bound by this Agreement.



 


20.         PAYMENTS
TO AND DUTIES OF ADVISOR UPON TERMINATION.


 


(a)          Amounts
Owed. After the Termination Date, the Advisor shall be entitled to receive from the Company or the Operating Partnership
within thirty (30) days after the effective date of such termination all amounts then accrued and owing to the Advisor, subject
to the 2%/25% Guidelines to the extent applicable.


 


(b)          Advisor’s
Duties. The Advisor shall, and shall cause any Affiliate or assigns, promptly upon termination of this Agreement:


 


(i)          pay
over to the Company and the Operating Partnership all money collected and held for the account of the Company, the Operating Partnership
and any of their respective Affiliates pursuant to this Agreement, after deducting any accrued compensation and reimbursement for
its expenses to which it is then entitled;


 


(ii)         deliver
to the Board a full accounting, including a statement showing all payments collected by the Advisor or any of its Affiliates or
assigns and a statement of all money held by any of them, covering the period following the date of the last accounting furnished
to the Board;


 




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(iii)        deliver
to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody
of the Advisor or any of its Affiliates or assigns; and


 


(iv)        cooperate
with the Company and the Operating Partnership to provide an orderly management transition.


 


21.         INDEMNIFICATION
BY THE COMPANY AND THE OPERATING PARTNERSHIP.


 


(a)          The
Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor, Lincoln and their
respective Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other
equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”),
from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and
other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and
each, a “Loss”) arising in the performance of their duties hereunder or under any services agreement, including
reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such
indemnification would not be inconsistent with the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT
Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an
Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered
by the Company and the Operating Partnership, unless all the following conditions are met:


 


(i)          the
Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest
of the Company and the Operating Partnership;


 


(ii)         the
Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership;


 


(iii)        such
Loss was not the result of negligence or willful misconduct by the Indemnitee; and


 


(iv)        such
indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders.


 


(b)          Notwithstanding
the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from
or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions
are met:


 


(i)          there
has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;


 




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(ii)         such
claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or


 


(iii)        a
court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the
settlement and the related costs should be made, and the court considering the request for indemnification has been advised of
the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority
in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities
laws.


 


(c)          In
addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses
and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the
following conditions are satisfied:


 


(i)          the
legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the
Operating Partnership;


 


(ii)         the
legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in
such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and


 


(iii)        the
Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal
rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.


 


22.         INDEMNIFICATION
BY ADVISOR. The Advisor shall indemnify and hold harmless the Company, the Operating Partnership and any of their respective
Affiliates from Losses, including reasonable attorneys’ fees, to the extent that such Losses are not fully reimbursed by
insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross
negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible
for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.


 


23.         NOTICES.
Any notice, report or other communication (each a “Notice”) required or permitted to be given hereunder shall
be in writing unless some other method of giving such Notice is required by the Articles of Incorporation, the By-laws, and shall
be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth
below:


 




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	To the Company:	American Realty Capital – Retail Centers of America II, Inc.
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention:     Edward M. Weil, Jr.
	 	 
	 	with a copy to:
	 	 
	 	James Tanaka, Esq.
	 	405 Park Avenue
	 	New York, New York 10022
	 	 
	To the Operating Partnership:	American Realty Capital Retail II Operating Partnership, L.P.
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention:      Edward M. Weil, Jr.
	 	 
	 	with a copy to:
	 	 
	 	James Tanaka, Esq.
	 	405 Park Avenue
	 	New York, New York 10022
	 	 
	To the Advisor:	American Realty Capital Retail II Advisors, LLC
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention:      Edward M. Weil, Jr.
	 	 
	 	with a copy to:
	 	 
	 	James Tanaka, Esq.
	 	405 Park Avenue
	 	New York, New York 10022


 


Any party may at any time give Notice in
writing to the other parties of a change in its address for the purposes of this Section 24.


 


24.         THIRD
PARTY BENEFICIARY.  The terms and provisions of this Agreement are intended solely for the benefit of each party
hereto, their Affiliates and their respective successors and permitted assigns, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other Person; except with respect to the benefits conferred upon or derived by Lincoln
and its Affiliates and their respective successors and assigns under Sections 11, 12, 19 and 22. Lincoln,
its Affiliates and their respective successors and assigns shall have all rights, remedies, powers and privileges provided in such
Articles and shall have the right to directly seek enforcement of such rights, remedies, powers and privileges under this Agreement. Neither
the failure nor any delay on the part of Lincoln, its Affiliates or their respective successors and assigns to exercise any right,
remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver
of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless
it is in writing and is signed by the party asserted to have granted such waiver.  Copies of any Notice delivered in
accordance with Section 24 shall be (a) delivered in person, (b) sent by facsimile transmission, (c) sent by a nationally-recognized
overnight courier service, or (d) sent by certified or registered mail (postage prepaid, return receipt requested), to Lincoln
at the following address:


 




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Lincoln Retail REIT Services, LLC


2000 McKinney Avenue


Suite 1000


Dallas, Texas 75201


Facsimile:  (214) 740-3313


Attention:  Mr. Robert Dozier


Attention:  Mr. Gregory S. Courtwright


 


with a copy to:


 


Greenburg Traurig, LLP


200 Park Avenue


New York, NY 10166


Telephone: (212) 801-6496


Facsimile: (212) 805-6400


Attention:  Alice L. Connaughton, Esq.


 


25.         MODIFICATION.
This Agreement shall not be amended, supplemented, terminated, or discharged, in whole or in part, except by an instrument in writing
signed by the parties hereto, or their respective successors or assigns.


 


26.         SEVERABILITY.
The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 


27.         GOVERNING
LAW. The provisions of this Agreement shall be construed and interpreted in accordance with the internal laws of the State
of New York as at the time in effect, without regard to the principles of conflicts of laws thereof.


 


28.         ENTIRE
AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.


 




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29.         NO
WAIVER. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.


 


30.         PRONOUNS
AND PLURALS. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


31.         HEADINGS.
The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation hereof.


 


32.         EXECUTION
IN COUNTERPARTS. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in
any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument.


 


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blank]


 




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


 


	 	AMERICAN REALTY CAPITAL – RETAIL

 CENTERS OF AMERICA II, INC.
	 	 	 
	 	By:	 
	 	 	Nicholas S. Schorsch, Chairman and
	 	 	Chief Executive Officer
	 	 	 
	 	AMERICAN REALTY CAPITAL Retail II

 Operating Partnership, L.P.
	 	 	 
	 	 	American Realty Capital – Retail Centers of 

America II, Inc., its General Partner
	 	 	 
	 		By:	 
	 	 		Nicholas S. Schorsch, Chairman
	 	 		and Chief Executive Officer
	 	 	 
	 	AMERICAN REALTY CAPITAL RETAIL II ADVISORS, LLC
	 	 	 
	 	By:	American Realty Capital Retail II Special

 Limited Partnership, LLC, its Member
	 	 	 
	 	By:	American Realty Capital IV, LLC, its Managing Member
	 	 	 
	 	 	By:	 
	 	 		Nicholas S. Schorsch
	 	 		Authorized Signatory


 


[ARC Retail II – Advisory Agreement]


 




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