Exhibit 10.2


 



	 
	ADVISORY AGREEMENT
	 
	by and between
	 
	American Realty Capital Centers, Inc.
	 
	and
	 
	ARCP Advisors, LLC
	 
	Dated as of [●], 2014
	 


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	 	 
	Section 1.	Definitions	1
	 	 	 
	Section 2.	Appointment and Duties of the Advisor	5
	 	 	 
	Section 3.	Additional Activities of the Advisor; Non-Solicitation; Restrictions	11
	 	 	 
	Section 4.	Bank Accounts	12
	 	 	 
	Section 5.	Records; Confidentiality	12
	 	 	 
	Section 6.	Compensation	13
	 	 	 
	Section 7.	Expenses of the Company	15
	 	 	 
	Section 8.	Limits of the Advisor’s Responsibility	17
	 	 	 
	Section 9.	No Joint Venture	19
	 	 	 
	Section 10.	Term; Renewal; Termination Without Cause	19
	 	 	 
	Section 11.	Assignments	20
	 	 	 
	Section 12.	Termination for Cause	21
	 	 	 
	Section 13.	Action Upon Termination	22
	 	 	 
	Section 14.	Release of Money or Other Property Upon Written Request	22
	 	 	 
	Section 15.	Representations and Warranties	22
	 	 	 
	Section 16.	Miscellaneous	24


 




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ADVISORY AGREEMENT, dated as of [●],
2014, by and between American Realty Capital Centers, Inc., a Maryland corporation (the “Company”), and ARCP
Advisors, LLC, a Delaware limited liability company (the “Advisor”).


 


WITNESSETH:


 


WHEREAS, the Company is a newly formed corporation
which intends to invest in Target Assets (as defined below) and intends to qualify as a real estate investment trust for federal
income tax purposes and will elect to receive the tax benefits accorded by Sections 856 through 860 of the Internal Revenue Code
of 1986, as amended (the “Code”); and


 


WHEREAS, the Company desires to retain the
Advisor to administer the business activities and day-to-day operations of the Company and to perform services for the Company
in the manner and on the terms set forth herein and the Advisor wishes to be retained to provide such services.


 


NOW THEREFORE, in consideration of the premises
and agreements hereinafter set forth, the parties hereto hereby agree as follows:


 


Section 1.          Definitions.


 


(a)          The
following terms shall have the meanings set forth in this Section 1(a):


 


“Advisor” has the meaning
set forth in the Preamble and shall include any successor in interest thereto.


 


“Advisor Indemnified Party”
has the meaning set forth in Section 8(a) hereof.


 


“Advisor Investment Committee”
means the investment committee formed by the Advisor, the members of which shall consist of officers and directors of the Advisor
and may change from time to time.


 


“Advisor Permitted Disclosure Parties”
has the meaning set forth in Section 5(a) hereof.


 


“Affiliate” means, with
respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such specified
Person, (ii) any executive officer or general partner of such specified Person, (iii) any member of the board of directors or board
of managers (or bodies performing similar functions) of such specified Person, and (iv) any legal entity for which such specified
Person acts as an executive officer or general partner. For purposes of this definition, the terms “controlling”, “controlled
by”, or “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 the ownership of voting securities, by contract
or credit arrangement, as trustee or executor, or otherwise.


 


“Agreement” means this
Advisory Agreement, as amended, supplemented or otherwise modified from time to time.


 




    	 



    	 



    

 


“AUBV” means average
unadjusted book value, before reduction for depreciation, amortization, impairment charges and cumulative acquisition costs charged
to expense in accordance with GAAP.


 


“Automatic Renewal Term”
has the meaning set forth in Section 10(a) hereof.


 


“Bankruptcy” means, with
respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or
readjustment, in any form, of its debts under Title 11 of the United States Code or any other U.S. federal or state or foreign
insolvency law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such
Person of any assignment for the benefit of its creditors, (c) the expiration of 60 days after the filing of an involuntary petition
under Title 11 of the United States Code, an application for the appointment of a receiver for a material portion of the assets
of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under
any other U.S. federal or state or foreign insolvency law; provided, that the same shall not have been vacated, set aside
or stayed within such 60-day period or (d) the entry against such Person of a final and non-appealable order for relief under any
bankruptcy, insolvency or similar law now or hereinafter in effect.


 


“Base Management Fee”
means the fee payable to the Advisor pursuant to Section 6(c).


 


“Board” means the board
of directors of the Company.


 


“Business Day” means
any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.


 


“Claim” has the meaning
set forth in Section 8(c) hereof.


 


“Code” has the meaning
set forth in the Recitals.


 


“Common Stock” means
the common stock, par value $0.01, of the Company.


 


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


 


“Company Indemnified Party”
has meaning set forth in Section 8(b) hereof.


 


“Conduct Policies” has
the meaning set forth in Section 2(l) hereof.


 


“Confidential Information”
has the meaning set forth in Section 5(a) hereof.


 


“Core Earnings” means
net income (loss), computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) the Incentive Compensation,
(iii) acquisition fees, (iv) financing fees, (v) depreciation and amortization, (vi) any unrealized gains or losses or other
non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included
in other comprehensive income or loss, or in net income, and (vii) one-time events pursuant to changes in GAAP and certain other
non-cash charges, in each case after discussions between the Advisor and the Independent Directors and approved by a majority of
the Independent Directors.


 




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“Distribution Date” means
the “distribution date,” as such term is defined in the information statement included in the Registration Statement.


 


“Effective Termination Date”
means the last day of the Initial Term or an Automatic Renewal Term, as the case may be, on which this Agreement is terminated.


 


“Equity Plan” means the
2014 American Realty Capital Centers, Inc. Equity Plan.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“GAAP” means generally
accepted accounting principles in effect in the United States on the date such principles are applied.


 


“Governing Instruments”
means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation,
the partnership agreement in the case of a general or limited partnership, the certificate of formation and operating agreement
or limited liability company agreement in the case of a limited liability company, the declaration of trust or other comparable
trust instrument in the case of a trust, or similar governing documents, in each case as the same may be amended from time to time.


 


“Incentive Compensation”
means the incentive management fee calculated and payable with respect to each calendar quarter (or part thereof that this Agreement
is in effect) in arrears in an amount, not less than zero, equal to the difference between (1) the product of (a) 20% and (b) the
difference between (i) Core Earnings of the Company for the previous 12-month period, and (ii) the product of (A) (x) if the Company
has completed one or more public offerings of Common Stock in the previous 12-month period, the weighted average of the issue price
per share of the Common Stock of all such public offerings (with respect to the Distribution Date, assumed to be the 10-day VWAP
per share of Common Stock over the 10 consecutive trading days immediately following the Distribution Date), or, (y) if the Company
has not completed any public offerings of Common Stock in the previous 12-month period and more than 12 months have elapsed since
the Distribution Date, the 252-day VWAP per share of Common Stock over the 252 consecutive trading days immediately preceding the
date of calculation, in either case multiplied by the weighted average number of shares of Common Stock outstanding (including,
for the avoidance of doubt, any restricted shares of Common Stock and any shares of Common Stock underlying other awards granted
under the Equity Plan) in the previous 12-month period, and (B) 9%, and (2) the sum of any Incentive Compensation paid to the Advisor
with respect to the first three calendar quarters of such previous 12-month period; provided, however, that
no Incentive Compensation shall be payable with respect to any calendar quarter unless Core Earnings for the 12 most recently completed
calendar quarters is greater than zero.


 


For purposes of calculating the Incentive
Compensation prior to the completion of a 12-month period during the term of this Agreement, Core Earnings shall be calculated
on the basis of the number of days that this Agreement has been in effect on an annualized basis.


 


If the Effective Termination Date does not
correspond to the end of a calendar quarter, the Advisor’s Incentive Compensation shall be calculated for the period beginning
on the day after the end of the calendar quarter immediately preceding the Effective Termination Date and ending on the Effective
Termination Date, which Incentive Compensation shall be calculated using Core Earnings for the 12-month period ending on the Effective
Termination Date.


 




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“Indemnified Party” has
the meaning set forth in Section 8(b) hereof.


 


“Independent Director”
means a member of the Board who is “independent” in accordance with the Company’s Governing Instruments and the
rules of NASDAQ or such other securities exchange on which the shares of Common Stock are listed.


 


“Initial Term” has the
meaning set forth in Section 10(a) hereof.


 


“Investment Company Act”
means the Investment Company Act of 1940, as amended.


 


“Investment Guidelines”
means the investment guidelines approved by the Board, a copy of which is attached hereto as Exhibit A, as the same may
be amended, restated, modified, supplemented or waived pursuant to the approval of a majority of the entire Board (which must include
a majority of the Independent Directors) and the Advisor Investment Committee.


 


“Joint Ventures” means
the joint venture or partnership or other similar arrangements (other than between or among the Company and its Subsidiary or between
or among two or more of the Company’s Subsidiaries) in which the Company or its Subsidiary is a co-venturer, member, partner
or other equity holder, which are established to own investments.


 


“Last Appraiser” has
the meaning set forth in Section 6(g) hereof.


 


“Losses” has the meaning
set forth in Section 8(a) hereof.


 


“NASDAQ” means the registered
national securities exchange operated by The NASDAQ Stock Market LLC.


 


“Notice of Proposal to Negotiate”
has the meaning set forth in Section 10(c) hereof.


 


“Person” means any natural
person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county
or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such
capacity on behalf of the foregoing.


 


“Real Estate Asset” means
real property owned from time to time by the Company or any of its Subsidiaries, directly, through one or more subsidiaries or
through a Joint Venture, which consists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings only,
or (iv) such investments the Board or the Advisor designates as Real Estate Asset to the extent such investments could be classified
as Real Estate Asset.


 


“Registration Statement”
means the Company’s Registration Statement on Form 10 (No. 001-36398), as amended from time to time.


 


“Regulation FD” means
Regulation FD as promulgated by the SEC.


 




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“REIT” means a “real
estate investment trust” as defined under the Code.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Subsidiary” means (i)
any subsidiary of the Company, (ii) any partnership the general partner of which is the Company or any subsidiary of the Company,
and (iii) any limited liability company the managing member of which is the Company or any subsidiary of the Company.


 


“Target Assets” means
the types of assets described under “Our Business and Properties—Our Company” in the information statement included
in the Registration Statement, subject to, and including any changes to the Company’s Investment Guidelines that may be approved
by the Advisor and the Company from time to time.


 


“Termination Notice”
has the meaning set forth in Section 10(b) hereof.


 


“Termination Without Cause”
has the meaning set forth in Section 10(b) hereof.


 


“Valuation Notice” has
the meaning set forth in Section 6(g) hereof.


 


“VWAP” means volume-weighted
average price.


 


(b)          As
used herein, accounting terms relating to the Company and its Subsidiaries, if any, not defined in Section 1(a) and accounting
terms partly defined in Section 1(a), to the extent not defined, shall have the respective meanings given to them under
GAAP. As used herein, “calendar quarters” shall mean the periods from January 1 to March 31, April 1 to June 30, July
1 to September 30 and October 1 to December 31 of the applicable year.


 


(c)          The
words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this
Agreement unless otherwise specified.


 


(d)          The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words
include, includes and including shall be deemed to be followed by the phrase “without limitation.”


 


Section 2.          Appointment
and Duties of the Advisor.


 


(a)          The
Company hereby appoints the Advisor to manage the investments and day-to-day operations of the Company and its Subsidiaries, subject
at all times to the further terms and conditions set forth in this Agreement and to the supervision of, and such further limitations
or parameters as may be imposed from time to time by, the Board. The Advisor hereby agrees to use its commercially reasonable efforts
to perform each of the duties set forth herein; provided, that funds are made available by the Company for such purposes
as set forth in Section 7 hereof. The appointment of the Advisor shall be exclusive to the Advisor, except to the extent
that the Advisor elects, in its sole and absolute discretion, subject to the terms of this Agreement, to cause the duties of the
Advisor as set forth herein to be provided by third parties.


 




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(b)          The
Advisor, in its capacity as manager of the investments and the day-to-day operations of the Company and its Subsidiaries, at all
times will be subject to the supervision and direction of the Board, will act in a manner that is compliant with the provisions
of the Governing Instruments of the Company and each of its Subsidiaries and will have only such functions and authority as the
Board may delegate to it, including, without limitation, managing the Company’s business affairs in conformity with the Investment
Guidelines and other policies that are approved and adopted by the Board. The Company and the Advisor hereby acknowledge the recommendation
by the Advisor and the approval by the Board, of the Investment Guidelines, including, but not limited to the Company’s investment
strategy with respect to the Target Assets. The Company and the Advisor hereby acknowledge and agree that, during the term of this
Agreement, any proposed changes to the Company’s investment strategy that would modify or expand the Target Assets may only
be recommended by the Advisor and shall require the approval of the Board and the Advisor.


 


(c)          The
Advisor will be responsible for the day-to-day operations of the Company (which, for purposes of the Advisor’s responsibilities
in this Agreement, includes its Subsidiaries) and will perform (or cause to be performed) such services and activities relating
to the investments and operations of the Company as may be appropriate, which may include, without limitation:


 


(i)          forming
the Advisor Investment Committee, which will have the following responsibilities: (A) proposing modifications to the Investment
Guidelines to the Board, (B) reviewing the Company’s investment portfolio for compliance with the Investment Guidelines on
a quarterly basis, (C) reviewing the diversification of the Company’s investment portfolio and the Company’s hedging
and financing strategies on a quarterly basis, and (D) conducting or overseeing the provision of the services set forth in this
Section 2;


 


(ii)         serving
as the Company’s consultant with respect to the periodic review of the Investment Guidelines and other parameters for the
Company’s investments, financing activities and operations, any modification to which will be approved by a majority of the
Independent Directors;


 


(iii)        investigating,
analyzing and selecting possible investment opportunities and acquiring, financing, retaining, selling, restructuring or disposing
of investments consistent with the Investment Guidelines;


 


(iv)        with
respect to prospective purchases, sales or exchanges of investments, conducting negotiations on the Company’s behalf with
sellers, purchasers and brokers and, if applicable, their respective agents and representatives;


 


(v)         overseeing
property management duties performed on the Company’s behalf by Affiliates of the Advisor, which Affiliates will perform
such duties at no additional cost to the Company, subject to Section 7(b)(viii);


 




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(vi)        with
respect to prospective lease transactions, conducting negotiations on the Company’s behalf with current and prospective tenants;


 


(vii)       analyzing
prospective opportunities to reposition properties for alternative uses or make capital improvements or in order to retain existing
tenants or attract new tenants at the Real Estate Assets;


 


(viii)      serving
as the Company’s consultant with respect to decisions regarding any of its financings or borrowings undertaken by it, including
(1) sourcing financing alternatives, (2) assisting it in developing criteria for debt and equity financing that is specifically
tailored to its investment objectives, and (3) advising it with respect to obtaining appropriate financing for the Real Estate
Assets;


 


(ix)         engaging
and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment
banking, securities brokerage, mortgage brokerage, other financial services, due diligence services, underwriting review services,
legal and accounting services, and all other services (including transfer agent and registrar services) as may be required relating
to the Company’s operations or investments (or potential investments);


 


(x)          coordinating
and managing operations of any Joint Venture or co-investment interests held by the Company and conducting all matters with the
Joint Venture or co-investment partners;


 


(xi)         providing
executive and administrative personnel, office space and office services required in rendering services to the Company;


 


(xii)        administering
the day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the
Company’s management as may be agreed upon by the Advisor and the Board, including, without limitation, the collection of
revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform
such administrative functions;


 


(xiii)       communicating
on the Company’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the
reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations
with such holders;


 


(xiv)      counseling
the Company in connection with policy decisions to be made by the Board;


 


(xv)       counseling
the Company regarding the maintenance of the Company’s qualification as a REIT and monitoring compliance with the various
REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using commercially reasonable
efforts to cause the Company to qualify for taxation as a REIT;


 




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(xvi)      furnishing
reports and statistical and economic research to the Company regarding the Company’s activities and services performed for
the Company by the Advisor;


 


(xvii)     monitoring
the operating performance of the Company’s investments and providing periodic reports with respect thereto to the Board,
including comparative information with respect to such operating performance and budgeted or projected operating results;


 


(xviii)    investing
and reinvesting any moneys and securities of the Company (including investing in short-term investments pending investment in other
investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders
and partners) and advising the Company as to the Company’s capital structure and capital raising;


 


(xix)       causing
the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures
and systems, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations
and compliance with the provisions of the Code applicable to REITs and, if applicable, taxable REIT subsidiaries, and to conduct
quarterly compliance reviews with respect thereto;


 


(xx)        assisting
the Company in qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;


 


(xxi)       assisting
the Company in complying with all regulatory requirements applicable to the Company in respect of the Company’s business
activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual
undertakings and all reports and documents, if any, required under the Exchange Act or the Securities Act, or by NASDAQ;


 


(xxii)      assisting
the Company in taking all necessary action to enable the Company to make required tax filings and reports, including soliciting
stockholders for required information to the extent required by the provisions of the Code applicable to REITs;


 


(xxiii)     handling
and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or
negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day
operations (other than with the Advisor or its Affiliates), subject to such limitations or parameters as may be imposed from time
to time by the Board;


 


(xxiv)    using
commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be commercially reasonable
or commercially customary and within any budgeted parameters or expense guidelines set by the Board from time to time;


 




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(xxv)     advising
the Company with respect to and structuring long-term financing vehicles for the Company’s portfolio of Real Estate Assets,
and offering and selling securities publicly or privately in connection with any such structured financing;


 


(xxvi)    providing
the Company with portfolio management;


 


(xxvii)   arranging
marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships)
and other promotional efforts designed to promote the Company’s business;


 


(xxviii)    performing
such other services as may be required from time to time for management and other activities relating to the Company’s properties
and business, as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and


 


(xxix)      using
commercially reasonable efforts to cause the Company to comply with all applicable laws.


 


(d)         The
Advisor may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of the Persons referred
to in Section 7(b) hereof as the Advisor deems necessary or advisable in connection with the management and operations of
the Company. In performing its duties under this Section 2, the Advisor shall be entitled to rely reasonably on qualified
experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers)
hired by the Advisor at the Company’s sole cost and expense.


 


(e)         The
Advisor shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment
Guidelines, (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code or the Company’s
status as an entity excluded from investment company status under the Investment Company Act, or (iii) would violate any law,
rule or regulation of any governmental body or agency having jurisdiction over the Company or of any exchange on which the securities
of the Company may be listed or that would otherwise not be permitted by the applicable Governing Instruments. If the Advisor is
ordered to take any action by the Board, the Advisor shall promptly notify the Board if it is the Advisor’s judgment that
such action would adversely and materially affect such status or violate any such law, rule or regulation or Governing Instruments.
Notwithstanding the foregoing, neither the Advisor nor any of its Affiliates shall be liable to the Company, the Board, or the
Company’s stockholders for any act or omission by the Advisor or any of its Affiliates, except as provided in Section
8 of this Agreement.


 


(f)          The
Company (including the Board) agrees to take all actions reasonably required to permit and enable the Advisor to carry out its
duties and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Advisor
to file any registration statement or other filing required to be made under the Securities Act, the Exchange Act, the NASDAQ Stock
Market Rules, the Code or other applicable law, rule or regulation on behalf of the Company in a timely manner. The Company further
agrees to use commercially reasonable efforts to make available to the Advisor all resources, information and materials reasonably
requested by the Advisor to enable the Advisor to satisfy its obligations hereunder, including its obligations to deliver financial
statements and any other information or reports with respect to the Company.


 




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(g)        As
frequently as the Advisor may deem reasonably necessary or advisable, or at the direction of the Board, the Advisor shall prepare,
or, at the sole cost and expense of the Company, cause to be prepared, with respect to any reports and other information relating
to any proposed or consummated investment as may be reasonably requested by the Company.


 


(i)          The
Advisor shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all reports, financial or otherwise,
with respect to the Company reasonably required by the Board in order for the Company to comply with its Governing Instruments,
or any other materials required to be filed with any governmental body or agency, and shall prepare, or, at the sole cost and expense
of the Company, cause to be prepared, all materials and data necessary to complete such reports and other materials, including,
without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm.


 


(ii)         The
Advisor shall prepare, or, at the sole cost and expense to the Company, cause to be prepared, regular reports for the Board to
enable the Board to review the Company’s acquisitions, portfolio composition and characteristics, credit quality, performance
and compliance with the Investment Guidelines and policies approved by the Board.


 


(h)          Officers,
employees and agents of the Advisor and its Affiliates may serve as directors, officers, agents, nominees or signatories for the
Company or any of its Subsidiaries, to the extent permitted by their respective Governing Instruments, by any resolutions duly
adopted by the Board. When executing documents or otherwise acting in such capacities for the Company or any of its Subsidiaries,
such Persons shall indicate in what capacity they are executing on behalf of the Company or any of its Subsidiaries. Without limiting
the foregoing, while this Agreement is in effect, the Advisor will provide the Company with a management team, including a Chief
Executive Officer, a President, a Chief Operating Officer and a Chief Financial Officer, or similar positions, along with appropriate
support personnel, to provide the management services to be provided by the Advisor to the Company hereunder, who shall devote
such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the
Company from time to time.


 


(i)          The
Advisor, at its sole cost and expense, shall provide personnel for service on the Advisor Investment Committee.


 


(j)          The
Advisor, at its sole cost and expense, shall maintain reasonable and customary “errors and omissions” insurance coverage
and other customary insurance coverage in respect to its obligations and activities under, or pursuant to, this Agreement, naming
the Company as an additional insured.


 




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(k)         The
Advisor, at its sole cost and expense, shall provide such internal audit, compliance and control services as may be required for
the Company to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including SEC regulations)
and the rules and requirements of NASDAQ and as otherwise reasonably requested by the Company or its Board from time to time.


 


(l)          The
Advisor acknowledges receipt of the Company’s Code of Business Conduct and Ethics (the “Conduct Policies”)
and agrees to require the Persons who provide services to the Company to comply with such Conduct Policies in the performance of
such services hereunder or such comparable policies as shall in substance hold such Persons to at least the standards of conduct
set forth in the Conduct Policies.


 


(m)        The
Advisor, at its sole cost and expense, shall maintain any required registration of the Advisor or any Affiliate with the SEC under
the Investment Advisers Act of 1940, as amended, or with any state securities authority in any state in which the Advisor or its
Affiliate is required to be registered as an investment advisor under applicable state securities laws.


 


Section 3.           Additional
Activities of the Advisor; Non-Solicitation; Restrictions.


 


(a)        Except
as provided in Section 3(b) and/or the Investment Guidelines, nothing in this Agreement shall (i) prevent the Advisor or
any of its Affiliates or any of their respective officers, directors or employees, from engaging in other businesses or from rendering
services of any kind to any other Person, whether or not the investment objectives or policies of any such other Person are similar
to those of the Company or (ii) in any way bind or restrict the Advisor or any of its Affiliates or any of their respective officers,
directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account
of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting.


 


(b)        While
information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate
under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information
and recommendations supplied by the Advisor or any Affiliate of the Advisor to others. The Company shall be entitled to equitable
treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes
that it is not entitled to receive preferential treatment as compared with the treatment given by the Advisor or any Affiliate
of the Advisor to others. The Company shall have the benefit of the Advisor’s best judgment and effort in rendering services
hereunder and, in furtherance of the foregoing, the Advisor shall not undertake activities that, in its good faith judgment, will
adversely affect the performance of its obligations under this Agreement.


 


(c)        In
the event of a Termination Without Cause of this Agreement by the Company pursuant to Section 10(b) hereof, for a period
of two (2) years from and after the date of such termination of this Agreement, the Company shall not (and shall cause each of
its Subsidiaries to not), without the consent of the Advisor, employ or otherwise retain (directly or indirectly by any of the
Company’s Subsidiaries) any employee of the Advisor or any of its Affiliates on the date of such termination or any Person
who shall have been employed by the Advisor or any of its Affiliates at any time within the two (2) year period immediately preceding
the date on which such Person commences employment with or is otherwise retained by the Company or its Subsidiary. The Company
acknowledges and agrees that, in addition to any damages, the Advisor shall be entitled to equitable relief for any violation of
this Section 3(c) by the Company or its Subsidiaries, including, without limitation, injunctive relief.


 




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Section 4.           Bank
Accounts.


 


At the direction of the Board, the Advisor
may establish and maintain one or more bank accounts in the name of the Company or any Subsidiary, and may collect and deposit
into any such account or accounts, and disburse funds from any such account or accounts, under such policies, terms and conditions
as the Company may establish and the Board may approve. The Advisor shall from time to time render appropriate accountings of such
collections and payments to the Board and, upon request, shall provide information regarding such accountings to the auditors of
the Company or any Subsidiary.


 


Section 5.           Records;
Confidentiality.


 


(a)        The
Advisor shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account
and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business
hours. The Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with
the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information except
in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other
than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential
Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary
course of the Company’s business ((i) and (ii) collectively, “Advisor Permitted Disclosure Parties”),
(iii) in connection with any governmental or regulatory filings of the Company, or filings with NASDAQ or other applicable securities
exchanges or markets, or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental
officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Advisor or any Person to
whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Advisor agrees to inform each of
its Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information and to obtain agreement from
such Persons to treat such Confidential Information in accordance with the terms hereof.


 


(b)        Nothing
herein shall prevent any Advisor Permitted Disclosure Party from disclosing Confidential Information (i) upon the order of any
court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory
agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to
its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and
(ii), it is agreed that, so long as not legally prohibited, the Advisor will provide the Company with prompt written notice of
such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the
Advisor Permitted Disclosure Party compliance with the provisions of this Agreement. If, failing the entry of a protective order
or the receipt of a waiver hereunder, the Advisor Permitted Disclosure Party is required to disclose Confidential Information,
the Advisor Permitted Disclosure Party may disclose only that portion of such information that is legally required without liability
hereunder; provided, that the Advisor Permitted Disclosure Party agrees to exercise its commercially reasonable efforts
to obtain reliable assurance that confidential treatment will be accorded such information.


 




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(c)          Notwithstanding
anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential
Information that (A) is available to the public from a source other than the Advisor, (B) is released in writing by the Company
to the public (except to the extent exempt under Regulation FD) or to Persons who are not under similar obligation of confidentiality
to the Company, or (C) is obtained by the Advisor from a third party which, to the best of the Advisor’s knowledge, does
not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.
The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.


 


Section 6.           Compensation.


 


(a)         For
the services rendered under this Agreement, the Company shall pay the Base Management Fee and the Incentive Compensation to the
Advisor. The Advisor will not receive any compensation for the period prior to the Distribution Date other than expenses incurred
and reimbursed pursuant to Section 7 hereof.


 


(b)        The
parties acknowledge that the Base Management Fee is intended to compensate the Advisor for certain expenses not otherwise reimbursable
under Section 7 below in order for the Advisor to provide the Company the investment advisory services and general management
services rendered under this Agreement.


 


(c)        The
Company shall pay a monthly Base Management Fee to the Advisor or its permitted assignees as compensation for services rendered
in connection with this Agreement. The Base Management Fee shall be payable monthly, in advance, in cash, in an amount equal to
(i) one-twelfth of 0.50% of the first $3.5 billion in AUBV of the Real Estate Assets held as of the last day of the immediately
preceding month, and (ii) one-twelfth of 0.40% of any amount by which the AUBV of the Real Estate Assets held as of the last day
of the immediately preceding month exceeds $3.5 billion. The Base Management Fee will be prorated for any partial month. The Advisor
shall calculate each monthly installment of the Base Management Fee, and deliver such calculation to the Company, within ten (10)
days following the last day of each calendar month for which a Base Management Fee is payable. The Company shall pay the Advisor
each installment of the Base Management Fee within five (5) Business Days after the date of delivery to the Company of such computations.


 


(d)        The
Incentive Compensation shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement
is executed. The Advisor shall compute each quarterly installment of the Incentive Compensation within forty-five (45) days after
the end of the calendar quarter with respect to which such installment is payable. A copy of the computations made by the Advisor
to calculate such installment shall thereafter promptly be delivered to the Board and, upon such delivery, payment of such installment
of the Incentive Compensation shown therein shall be due and payable no later than the date which is five (5) Business Days after
the date of delivery to the Board of such computations.


 




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(e)         Each
installment of the Incentive Compensation shall be payable as follows:


 


(i)          fifty
percent (50%) of the Incentive Compensation will be payable in shares of Common Stock; provided, however, the
percentage of the Incentive Compensation payable in shares of Common Stock is subject to the following: (1) the ownership of such
shares by the Advisor does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments,
after giving effect to any waiver from such limit that the Board may grant to the Advisor in the future and (2) the Company’s
issuance of such shares to the Advisor complies with all applicable restrictions under U.S. federal securities laws and the rules
of NASDAQ; and


 


(ii)         the
remainder will be payable in cash.


 


(f)         The
number of shares of Common Stock payable as the Incentive Compensation to be issued to the Advisor will be equal to the dollar
amount of the portion of the quarterly installment of the Incentive Compensation payable in shares of Common Stock divided by a
value determined as follows:


 


(i)          if
the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common
Stock on such exchange on the five (5) Business Days prior to the date on which the quarterly installment of the Incentive Compensation
is paid;


 


(ii)         if
the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be
the average of the closing bids or sales prices, as applicable, on the five (5) Business Days prior to the date on which the quarterly
installment of the Incentive Compensation is paid; and


 


(iii)        if
the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market
value thereof, as reasonably determined in good faith by the Board (including a majority of the Independent Directors) of the Company.


 


(g)         If
at any time the Advisor shall, in connection with a determination of the value of the Common Stock made by the Board pursuant to
Section 6(f)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute
cannot be resolved between the Independent Directors and the Advisor within ten (10) Business Days after the Advisor provides written
notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent
appraiser of recognized standing selected jointly by the Independent Directors and the Advisor within not more than twenty (20)
days after the Valuation Notice. In the event the Independent Directors and the Advisor cannot agree with respect to such selection
within the aforesaid twenty (20) day time-frame, the Independent Directors shall select one such independent appraiser and the
Advisor shall select one independent appraiser within five (5) Business Days after the expiration of the twenty (20) day period,
with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within
five (5) Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding
upon the Board and the Advisor and shall be delivered to the Advisor and the Board within not more than fifteen (15) days after
the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated
the furthest from the final valuation decision made by the independent appraisers.


 




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Section 7.           Expenses
of the Company.


 


(a)         The
Advisor shall be responsible for the expenses related to any and all personnel of the Advisor and its Affiliates who provide services
to the Company pursuant to this Agreement (including, without limitation, each of the officers of the Company and any directors
of the Company who are also directors, officers, employees or agents of the Advisor or any of its Affiliates), including, without
limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs
of insurance with respect to such personnel.


 


(b)          The
Company shall pay all its costs and expenses and shall reimburse the Advisor or its Affiliates for expenses of the Advisor and
its Affiliates incurred on behalf of the Company, excepting only those expenses that are specifically the responsibility of the
Advisor pursuant to Section 7(a) of this Agreement. Without limiting the generality of the foregoing, it is specifically
agreed that the following costs and expenses of the Company or any Subsidiary shall, without duplication, be paid by the Company
and shall not be paid by the Advisor or Affiliates of the Advisor:


 


(i)          expenses
in connection with the issuance of securities of the Company and transaction costs incident to the acquisition, disposition and
financing of the investments of the Company and its Subsidiaries;


 


(ii)         costs
of legal, tax, accounting, consulting, auditing and other similar services rendered for the Company by providers retained by the
Advisor or, if provided by the Advisor’s personnel, in amounts which are no greater than those which would be payable to
outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length
basis;


 


(iii)        the
compensation and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s
directors and officers;


 


(iv)        costs
associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements,
or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs)
or any of the Company’s securities offerings;


 




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(v)         expenses
connected with communications to holders of the Company’s securities or of the Subsidiaries and other bookkeeping and clerical
work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other
requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports
with the SEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading
of the Company’s securities on any exchange, the fees payable by the Company to any such exchange in connection with its
listing, costs of preparing, printing and mailing the Company’s annual report to the Company’s stockholders and proxy
materials with respect to any meeting of the Company’s stockholders;


 


(vi)        costs
associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party
vendors that is used for the Company;


 


(vii)       expenses
incurred by managers, officers, personnel and agents of the Advisor for travel on the Company’s behalf and other out-of-pocket
expenses incurred by managers, officers, personnel and agents of the Advisor in connection with the purchase, financing, refinancing,
sale or other disposition of an investment or establishment and maintenance of any of the Company’s securitizations or any
of the Company’s securities offerings;


 


(viii)      salaries
and benefits of on-site real property personnel and direct expenses relating to the operation of a property including, without
limitation, on-site office and maintenance supplies, advertising and promotional costs, business licenses and permits, contractual
vendor costs, including, without limitation, for landscaping and pest control, utility expenses, real estate and other taxes, property
insurance, capital improvements and professional fees of third-party consultants, including, without limitation, tax consultants
and architects;


 


(ix)         costs
and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement,
clearing and custodial fees and expenses;


 


(x)          compensation
and expenses of the Company’s custodian and transfer agent, if any;


 


(xi)         the
costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;


 


(xii)        all
taxes and license fees;


 


(xiii)       all
insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to
the insurance that the Advisor elects to carry for itself and its personnel;


 


(xiv)      costs
and expenses incurred in contracting with third parties;


 


(xv)       all
other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the
costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal,
reporting, audit and legal fees;


 




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(xvi)      expenses
relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained
for the Company or the investments of the Company and its Subsidiaries separate from the office or offices of the Advisor;


 


(xvii)     expenses
connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by
the Board to or on account of holders of the Company’s securities or of the Subsidiaries, including, without limitation,
in connection with any dividend reinvestment plan;


 


(xviii)    any
judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary,
or against any trustee, director, partner, member or officer of the Company or of any Subsidiary in his capacity as such for which
the Company or any Subsidiary is required to indemnify such trustee, director, partner, member or officer by any court or governmental
agency; and


 


(xix)       all
other expenses actually incurred by the Advisor (except as otherwise specified herein) which are reasonably necessary for the performance
by the Advisor of its duties and functions under this Agreement.


 


(c)         Costs
and expenses incurred by the Advisor on behalf of the Company shall be reimbursed monthly to the Advisor. The Advisor shall prepare
a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Advisor on
behalf of the Company during each month, and shall deliver such written statement to the Company within thirty (30) days after
the end of each month. The Company shall pay all amounts payable to the Advisor pursuant to this Section 7(c) within five
(5) Business Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursement
to the Advisor shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.
The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such
expenses have previously been incurred or are incurred in connection with such expiration or termination.


 


Section 8.           Limits
of the Advisor’s Responsibility.


 


(a)        The
Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and
shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Advisor,
including as set forth in the Investment Guidelines. The Advisor and its Affiliates, and the directors, officers, employees, partners,
members, stockholders, other equity holders, agents and representatives of the Advisor and its Affiliates (each, a “Advisor
Indemnified Party”), will not be liable to the Company, any Subsidiary, the Board, the Company’s stockholders or
any Subsidiary’s stockholders, partners or members for any acts or omissions by any Advisor Indemnified Party performed in
accordance with and pursuant to this Agreement, except by reason of any act or omission constituting bad faith, willful misconduct,
gross negligence or reckless disregard of the duties under this Agreement on the part of such Advisor Indemnified Party. The Company
shall, to the full extent lawful, reimburse, indemnify and hold harmless each Advisor Indemnified Party, of and from any and all
expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’
fees) (collectively “Losses”) in respect of or arising from any acts or omissions of such Advisor Indemnified
Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless
disregard of duties on the part of such Advisor Indemnified Party under this Agreement. In addition, (i) the Advisor will not be
liable for trade errors that may result from ordinary negligence, including, without limitation, errors in the investment decision
making process or in the trade process and (ii) the Company shall advance funds to a Advisor Indemnified Party for legal fees and
other costs and expenses incurred as a result of any claim, suit, action or proceeding for which indemnification is being sought;
provided, that such Advisor Indemnified Party undertakes to repay the advanced funds to the Company, together with the applicable
legal rate of interest thereon, in cases in which such Advisor Indemnified Party is found pursuant to a final and non-appealable
order or judgment to not be entitled to indemnification.


 




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(b)        The
Advisor shall, to the full extent lawful, reimburse, indemnify and hold harmless the Company, and the directors, officers and stockholders
of the Company and each Person, if any, controlling the Company (each, a “Company Indemnified Party”; a Advisor
Indemnified Party and a Company Indemnified Party are each sometimes hereinafter referred to as an “ Indemnified Party”)
of and from any and all Losses in respect of or arising from (i) any acts or omissions of the Advisor constituting bad faith, willful
misconduct, gross negligence or reckless disregard of duties of the Advisor under this Agreement or (ii) any claims by the Advisor’s
employees relating to the terms and conditions of their employment by the Advisor.


 


(c)         In
case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect
of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written
notice thereof to the indemnifying party, which notice shall include all documents and information in the possession of or under
the control of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically
state that indemnification for such Claim is being sought under this Section 8; provided, however, that the failure
of the Indemnified Party to so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights other
than pursuant to this Section 8. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified
Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably
satisfactory to such Indemnified Party, which counsel may, without limiting the rights of such Indemnified Party pursuant to the
next succeeding sentence of this Section 8(c), also represent the indemnifying party in such investigation, action or proceeding.
In the alternative, such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably
determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the
indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days
of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed,
in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any
Claim against such Indemnified Party without such Indemnified Party’s consent; provided, (i) such settlement is without
any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or
culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such
Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable
to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified
Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at
the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with
the terms hereof. If such Indemnified Party is entitled pursuant to this Section 8(c) to elect to defend such Claim by counsel
of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim
entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay
or settle any Claim and seek reimbursement therefor under this Section 8(c).


 




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(d)        The
provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.


 


Section 9.           No
Joint Venture. The Company and the Advisor are not partners or joint venturers with each other
and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of
them.


 


Section 10.         Term;
Renewal; Termination Without Cause.


 


(a)    
    This Agreement shall become effective on the Distribution Date and shall continue in
operation, unless terminated in accordance with the terms hereof, until the twentieth anniversary of the Distribution Date
(the “Initial Term”). After the Initial Term, this Agreement shall be deemed renewed automatically each
year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Advisor
elects not to renew this Agreement in accordance with Section 10(b) or Section 10(d), respectively.


 


(b)        Notwithstanding
any other provision of this Agreement to the contrary, upon written notice provided to the Advisor no later than 180 days prior
to the expiration of the Initial Term or any Automatic Renewal Term (the “Termination Notice”), the Company
may, without cause, in connection with the expiration of the Initial Term or the then current Automatic Renewal Term, decline to
renew this Agreement (any such nonrenewal, a “Termination Without Cause”) upon the affirmative vote of at least
two-thirds of the Independent Directors that includes a finding by such two-thirds of the Independent Directors that either (1)
there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and its Subsidiaries taken
as a whole or (2) the Base Management Fee and Incentive Compensation payable to the Advisor are not fair, subject to Section
10(c) below. The Company may terminate this Agreement for cause pursuant to Section 12 hereof even after providing a
Termination Notice.


 




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(c)         Notwithstanding
the provisions of Section 10(b), if the reason for nonrenewal specified in the Termination Notice is that two-thirds of
the Independent Directors have determined that the Base Management Fee or the Incentive Compensation payable to the Advisor is
unfair, the Company shall not have the foregoing nonrenewal right in the event the Advisor agrees that it will continue to perform
its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current
Automatic Renewal Term at a fee that at least two-thirds of the Independent Directors determine to be fair; provided,
however, the Advisor shall have the right to renegotiate the Base Management Fee and/or the Incentive Compensation,
by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice
of Proposal to Negotiate”) of its intention to renegotiate the Base Management Fee and/or the Incentive Compensation.
Thereupon, the Company and the Advisor shall endeavor to negotiate the Base Management Fee and/or the Incentive Compensation in
good faith. Provided that the Company and the Advisor agree to a revised Base Management Fee, Incentive Compensation or other compensation
structure within sixty (60) days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination
Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect on the
terms stated herein, except that the Base Management Fee, the Incentive Compensation or other compensation structure shall be the
revised Base Management Fee, Incentive Compensation or other compensation structure as then agreed upon by the Company and the
Advisor. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised Base
Management Fee, Incentive Compensation, or other compensation structure promptly upon reaching an agreement regarding same. In
the event that the Company and the Advisor are unable to agree to a revised Base Management Fee, Incentive Compensation, or other
compensation structure during such sixty (60) day period, this Agreement shall terminate on the Effective Termination Date.


 


(d)        No
later than 180 days prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Advisor may deliver
written notice to the Company informing it of the Advisor’s intention to decline to renew this Agreement, whereupon this
Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement
next following the delivery of such notice.


 


(e)   
     Except as set forth in this Section 10, a nonrenewal of this Agreement pursuant
to this Section 10 shall be without any further liability or obligation of either party to the other, except as
provided in Section 3(c), Section 5, Section 7, Section 8 and Section 14 of this
Agreement.


 


(f)         The
Advisor shall cooperate with the Company in executing an orderly transition of the management of the Company’s consolidated
assets to a new manager.


 




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Section 11.         Assignments.


 


(a)         Assignments
by the Advisor. This Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Advisor,
unless such assignment is consented to in writing by the Company. Notwithstanding the foregoing, the Advisor may, without the written
consent of the Company, assign this Agreement to (i) an Affiliate of the Advisor that is under the control of American Realty Capital
Properties, Inc., a Maryland corporation, and (ii) any publicly traded company that is newly formed through a spin-off, carve-out,
split-off or similar distribution of the Advisor, its property and affairs (which may, for the avoidance of doubt, include other
assets) to the stockholders of American Realty Capital Properties, Inc., a Maryland corporation; provided, however,
that in the case of both the foregoing clauses (i) and (ii), the Advisor may not assign this Agreement without the written consent
of the Company to any entity in which a “person” or “group” (as defined under applicable federal securities
laws) has a 35% or greater ownership interest unless such entity is controlled by one or more of the Persons who controlled the
Advisor immediately prior to the assignment. Any assignment by the Advisor permitted by this Section 11(a) shall bind the
assignee under this Agreement in the same manner as the Advisor is bound. In addition, the assignee shall execute and deliver to
the Company a counterpart of this Agreement naming such assignee as the Advisor. Notwithstanding the foregoing, the Advisor may,
without the approval of the Independent Directors, delegate to one or more of its Affiliates the performance of any of its responsibilities
hereunder so long as it remains liable for any such Affiliate’s performance, in each case so long as assignment or delegation
does not require the Company’s approval under the Investment Company Act of 1940, as amended (but if such approval is required,
the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude
any pledge, hypothecation or other transfer of any amounts payable to the Advisor under this Agreement.


 


(b)          Assignments
by the Company. This Agreement shall not be assigned by the Company without the prior written consent of the Advisor, except
in the case of assignment by the Company to another REIT or other organization which is a successor (by merger, consolidation,
purchase of assets, or other transaction) to the Company, in which case such successor organization shall be bound under this Agreement
and by the terms of such assignment in the same manner as the Company is bound under this Agreement.


 


Section 12.         Termination
for Cause.


 


(a)         The
Company may terminate this Agreement effective upon 60 days’ prior written notice of termination from the Company to the
Advisor if (i) the Advisor, its agents or its assignees materially breaches any material provision of this Agreement and such material
breach shall continue for a period of 60 days after written notice thereof specifying such material breach and requesting that
the same be remedied in such 60-day period (or 75 days after written notice of such material breach if the Advisor takes steps
to cure such material breach within 60 days of the written notice), (ii) there is a commencement of any proceeding relating to
the Advisor’s Bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Advisor authorizing
or filing a voluntary bankruptcy petition, (iii) the dissolution of the Advisor, or (iv) the Advisor commits fraud against the
Company, misappropriates or embezzles funds of the Company, or acts, or fails to act, in a manner constituting bad faith, willful
misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however,
that if any of the actions or omissions described in this clause (iv) are caused by an employee and/or officer of the Advisor or
one of its Affiliates and the Advisor takes all necessary and appropriate action against such property and cures the damage caused
by such actions or omissions within 30 days of the Advisor’s actual knowledge of its commission or omission, the Company
shall not have the right to terminate this Agreement pursuant to this clause (iv).


 


(b)         The
Advisor may terminate this Agreement effective upon 60 days’ prior written notice of termination to the Company in the event
that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement
and such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that
the same be remedied in such 30-day period.


 




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(c)         The
Advisor may terminate this Agreement if the Company becomes required to register as an investment company under the Investment
Company Act, with such termination deemed to occur immediately before such event.


 


Section 13.         Action
Upon Termination. From and after the effective date of termination of this Agreement pursuant
to Sections 10, 11, or 12 of this Agreement, the Advisor shall not be entitled to compensation for further
services hereunder, but shall be paid all compensation accruing to the date of termination. Upon any such termination, the Advisor
shall forthwith:


 


(a)        after
deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or
a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;


 


(b)        deliver
to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by
it, covering the period following the date of the last accounting furnished to the Board with respect to the Company and any Subsidiaries;
and


 


(c)        deliver
to the Board all property and documents of the Company and any Subsidiaries then in the custody of the Advisor.


 


Section 14.         Release
of Money or Other Property Upon Written Request.


 


The Advisor agrees that any money or other
property of the Company (which such term, for the purposes of this Section 14, shall be deemed to include any of and all
its Subsidiaries, if any) held by the Advisor shall be held by the Advisor as custodian for the Company, and the Advisor’s
records shall be appropriately and clearly marked to reflect the ownership of such money or other property by the Company. Upon
the receipt by the Advisor of a written request signed by a duly authorized officer of the Company requesting the Advisor to release
to the Company any money or other property then held by the Advisor for the account of the Company under this Agreement, the Advisor
shall release such money or other property to the Company within a reasonable period of time, but in no event later than 60 days
following such request. Upon delivery of such money or other property to the Company, the Advisor shall not be liable to the Company,
the Board, or the Company’s stockholders or partners for any acts or omissions by the Company in connection with the money
or other property released to the Company in accordance with this Section 14. The Company shall indemnify the Advisor, its
directors, officers, stockholders, employees and agents against any and all Losses which arise in connection with the Advisor’s
proper release of such money or other property to the Company in accordance with the terms of this Section 14. Indemnification
pursuant to this provision shall be in addition to any right of the Advisor to indemnification under Section 8 of this Agreement.


 


Section 15.         Representations
and Warranties.


 


(a)     
  The Company hereby represents and warrants to the Advisor as follows:


 




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(i)          The
Company is duly organized, validly existing and in good standing under the laws of the State of Maryland, has the corporate power
and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct
the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures
to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations,
assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole.


 


(ii)         The
Company has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations
required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof
and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person,
including stockholders and creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice
or report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection
with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required
hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly
authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed
and delivered hereunder will constitute, the legally valid and binding obligation of the Company enforceable against the Company
in accordance with its terms.


 


(iii)        The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any
provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator
or governmental authority binding on the Company, or the Governing Instruments of, or any securities issued by, the Company or
of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by
which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business
operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in,
or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any
such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.


 


(b)          The
Advisor hereby represents and warrants to the Company as follows:


 


(i)          The
Advisor is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited liability
company power and authority and the legal right to own and operate its assets, to lease the property it operates as lessee and
to conduct the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification,
except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on
the business operations, assets or financial condition of the Advisor.


 




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(ii)         The
Advisor has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and
all obligations required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions
hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any
other Person, including members and creditors of the Advisor, and no license, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration with, any governmental authority is required by the Advisor in connection
with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required
hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly
authorized officer of the Advisor, and this Agreement constitutes, and each instrument or document required hereunder when executed
and delivered hereunder will constitute, the legally valid and binding obligation of the Advisor enforceable against the Advisor
in accordance with its terms.


 


(iii)        The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any
provision of any existing law or regulation binding on the Advisor, or any order, judgment, award or decree of any court, arbitrator
or governmental authority binding on the Advisor, or the Governing Instruments of, or any securities issued by, the Advisor or
of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Advisor is a party or by
which the Advisor or any of its assets may be bound, the violation of which would have a material adverse effect on the business
operations, assets or financial condition of the Advisor, and will not result in, or require, the creation or imposition of any
lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or
other agreement, instrument or undertaking.


 


Section 16.         Miscellaneous.


 


(a)          Notices.
All notices, requests, communications and demands to or upon the respective parties hereto to be effective shall be in writing
(including by facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when
delivered against receipt or upon actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii)
delivery by facsimile transmission with telephonic confirmation or (iv) delivery by registered or certified mail, postage
prepaid, return receipt requested, addressed as set forth below (or to such other address as may be hereafter notified by the respective
parties hereto in accordance with this Section 16):


 


 




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	The Company:	 	
        American Realty Capital Centers, Inc.

        405 Park Avenue

        New York, New York 10022

        Facsimile No.: (646) 395-6178

        Attention: David S. Kay

         

        with a copy to:

         

        Proskauer Rose LLP

        Eleven Times Square

        New York, New York 10036

        Facsimile No.: (212) 969-2900

        Attention: Peter M. Fass, Esq.

        Steven L. Lichtenfeld, Esq.

	 	 	 
	The Advisor:	 	
        ARCP Advisors, LLC

        405 Park Avenue

        New York, New York 10022

        Facsimile No.: (646) 395-6178

        Attention: David S. Kay

         

        with a copy to:

         

        Proskauer Rose LLP

        Eleven Times Square

        New York, New York 10036

        Facsimile No.: (212) 969-2900

        Attention: Peter M. Fass, Esq.

        Steven L. Lichtenfeld, Esq.



 


(b)          Binding
Nature of Agreement; Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns as provided
herein. Except as provided in this Agreement with respect to indemnification of Indemnified Parties hereunder, nothing in this
Agreement shall confer any rights upon any Person other than the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns.


 


(c)          Integration.
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 and/or usage of the trade inconsistent with any of the terms hereof.


 


(d)          Amendments.
This Agreement, nor any terms hereof, may not be amended, supplemented or modified except in an instrument in writing executed
by the parties hereto.


 




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(e)          GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE
PARTIES HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT
COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.


 


(f)          WAIVER
OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 


(g)          Survival
of Representations and Warranties. All representations and warranties made hereunder, and in any document, certificate or statement
delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.


 


(h)          No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


(i)          Costs
and Expenses. Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and
accountants) incurred in connection with the negotiations and preparation of and the closing under this Agreement, and all matters
incident thereto. If any party hereto initiates any legal action arising out of or in connection with this Agreement, the prevailing
party shall be entitled to recover from the other party all reasonable attorneys’ fees, expert witness fees and expenses
incurred by the prevailing party in connection therewith.


 


(j)          Company
Liability. Only the Company, and not any Subsidiary, shall be liable under this Agreement to the Advisor. For the avoidance
of doubt, no Subsidiary shall have any personal liability under this Agreement to the Advisor.


 


(k)          Section
Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed
to alter or affect the interpretation of any provisions hereof.


 




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(l)          Counterparts.
This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in any number of separate
counterparts, and all of which taken together shall be deemed to constitute one and the same instrument.


 


(m)          Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




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IN WITNESS WHEREOF, each of the parties
hereto has executed this Advisory Agreement as of the date first written above.


 


	 	AMERICAN REALTY CAPITAL CENTERS,
	 	INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ARCP ADVISORS, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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Exhibit A


 


Investment Guidelines


 


1.          No
investment shall be made that would cause the Company to fail to qualify as a REIT under the Code.


 


2.          No
investment shall be made that would cause the Company to be regulated as an investment company under the Investment Company Act.


 


3.          The
Company’s investments shall be in the Target Assets.


 


4.          Until
appropriate investments in the Target Assets are identified, the Advisor may invest the proceeds of any future offerings of the
Company’s securities for cash in interest-bearing, short-term investments and money market accounts and/or funds, subject
to the requirements for the Company’s qualification as a REIT under the Code.


 


5.          Before
issuing any final form of commitment to acquire a Real Estate Asset, the transaction must be approved by the Advisor Investment
Committee.


 


6.          Any
proposed investment in a Real Estate Asset must be approved by a majority of the Independent Directors (or a committee established
by the Independent Directors for this purpose).


 


These Investment Guidelines may be amended,
restated, modified, supplemented or waived by the Board (which must include a majority of the Independent Directors) without the
approval of the Company’s stockholders.


 




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