Common use of FORM OF PLACEMENT NOTICE Clause in Contracts

FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell up to shares of [Common Stock, par value $0.001 per share]/[Preferred Stock [ ]], of LUMINENT MORTGAGE CAPITAL , INC., a Maryland corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Xxxxxxxxxx & Co. (“CF&Co”) on February 7, 2005 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: Underwriting Discount/Commission: Manner and capacity in which shares are to be Sold : By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements. The terms set forth in this Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”); provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. In the event of a conflict between the terms of the Agreement and the terms of a Placement Notice, the terms of this Placement Notice will control. Sale of Placement Shares by CF&Co. Subject to the terms and conditions of the Agreement, upon the Acceptance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of this Placement Notice. CF&Co will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Company acknowledges and agrees that (i) there can be no assurance that CF&Co will be successful in selling Placement Shares, and (ii) CF&Co will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by CF&Co to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

FORM OF PLACEMENT NOTICE. Dear From: This confirms our agreement [ ] Cc: [ ] To: [ ] Subject: Equity Distribution — Placement Notice Ladies and Gentlemen: Pursuant to sell up the terms and subject to shares of [Common Stockthe conditions contained in the Equity Distribution Agreement by and among American Realty Capital Properties, par value $0.001 per share]/[Preferred Stock [ ]], of LUMINENT MORTGAGE CAPITAL , INC., a Maryland corporation Inc. (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company ARC Properties Operating Partnership, L.P. and Cantor Xxxxxxxxxx & Co. JMP Securities LLC (“CF&CoJMP Securities”) on February 7), 2005 dated as of January 22, 2013 (the “Agreement”). Terms used herein but not defined herein shall have , I hereby request on behalf of the meanings set forth in Company that JMP Securities sell up to [____] shares of the Agreement. Number Company’s common stock, par value $0.01 per share, at a minimum market price of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: Underwriting Discount/Commission: Manner and capacity in which shares are to be Sold : By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements$[___] per share. The terms set forth in this Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all hereby confirms that, as of the terms date of such Placement Notice (an “Acceptance”); provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. In the event of a conflict between the terms of the Agreement and the terms of a this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE MAXIMUM AGGREGATE OFFERING PRICE, THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY THE AGENT, AND/OR THE CAPACITY IN WHICH THE AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] Schedule 1 Placement Notice Authorized Personnel (See Attached) Schedule 2 With respect to each Placement Notice and any Placement Shares sold pursuant thereto, JMP Securities shall be paid compensation, in the aggregate, equal to 2% of the gross proceeds from the sale of Placement Shares pursuant to the terms of this Placement Notice will controlAgreement. Sale Exhibit 7(m) Pursuant to Section 7(m) of Placement Shares the Agreement (the “Agreement”), dated as of January 22, 2013, by CF&Co. Subject and among American Realty Capital Properties, Inc. (the “Company”), ARC Properties Operating Partnership, L.P. (the “Operating Partnership”) and JMP Securities LLC, the undersigned Chief Executive Officer and Chief Financial Officer of the Company, hereby certify to JMP Securities on behalf of the Company, and, in the Company’s capacity as the general partner of the Operating Partnership, the Operating Partnership, that to the terms and conditions knowledge of the Agreementundersigned, upon the Acceptance of a Placement Notice, and unless the sale as of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of this Placement Notice. CF&Co will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined date indicated below) payable to the Company. The Company acknowledges and agrees that (i) there can be no assurance that CF&Co will be successful in selling Placement Shares, and (ii) CF&Co will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by CF&Co to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.:

FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell up to [ ] shares of [Common Stock, par value $0.001 0.10 per share]/[Preferred Stock [ ]]share, of LUMINENT MORTGAGE CAPITAL NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Xxxxxxxxxx & Co. (“CF&Co”) on February 7September ·, 2005 2006 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Placement Shares to be Soldsold: Minimum Price price per share at which Placement Shares may be Soldsold: Date(s) on which Placement Shares may be Soldsold: Underwriting Discount/CommissionCommission per Placement Share: Manner and capacity in which shares Placement Shares are to be Sold sold : By executing this draw down noticePlacement Notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements. The terms set forth in this Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”); provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the CompanyCompany in accordance with Section 12 (Notices) of the Agreement. In the event of a conflict between the terms of the Agreement and the terms of a Placement Notice, the terms of this Placement Notice will control. Sale of Placement Shares by CF&Co. Subject to the terms and conditions of the Agreement, upon the Acceptance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of this Placement Notice. CF&Co will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Company acknowledges and agrees that (i) there can be no assurance that CF&Co will be successful in selling Placement Shares, and (ii) CF&Co will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by CF&Co to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

FORM OF PLACEMENT NOTICE. Dear From: This confirms our agreement [ ] Cc: [ ] To: [ ] Subject: Equity Distribution — Placement Notice Ladies and Gentlemen: Pursuant to sell up the terms and subject to shares of [Common Stockthe conditions contained in the Equity Distribution Agreement by and among American Realty Capital Properties, par value $0.001 per share]/[Preferred Stock [ ]], of LUMINENT MORTGAGE CAPITAL , INC., a Maryland corporation Inc. (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company ARC Properties Operating Partnership, L.P. and Cantor Xxxxxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Co. Xxxxx Incorporated (“CF&CoXxxxxxx Xxxxx”) on February 7), 2005 dated as of January 22, 2013 (the “Agreement”). Terms used herein but not defined herein shall have , I hereby request on behalf of the meanings set forth in Company that Xxxxxxx Xxxxx sell up to [____] shares of the Agreement. Number Company’s common stock, par value $0.01 per share, at a minimum market price of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: Underwriting Discount/Commission: Manner and capacity in which shares are to be Sold : By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements$[___] per share. The terms set forth in this Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all hereby confirms that, as of the terms date of such Placement Notice (an “Acceptance”); provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. In the event of a conflict between the terms of the Agreement and the terms of a this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE MAXIMUM AGGREGATE OFFERING PRICE, THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY THE AGENT, AND/OR THE CAPACITY IN WHICH THE AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] Schedule 1 Placement Notice Authorized Personnel (See Attached) Schedule 2 With respect to each Placement Notice and any Placement Shares sold pursuant thereto, Xxxxxxx Xxxxx shall be paid compensation, in the aggregate, equal to 2% of the gross proceeds from the sale of Placement Shares pursuant to the terms of this Placement Notice will controlAgreement. Sale Exhibit 7(m) Pursuant to Section 7(m) of Placement Shares the Agreement (the “Agreement”), dated as of January 22, 2013, by CF&Co. Subject and among American Realty Capital Properties, Inc. (the “Company”), ARC Properties Operating Partnership, L.P. (the “Operating Partnership”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the undersigned Chief Executive Officer and Chief Financial Officer of the Company, hereby certify to Xxxxxxx Xxxxx on behalf of the Company, and, in the Company’s capacity as the general partner of the Operating Partnership, the Operating Partnership, that to the terms and conditions knowledge of the Agreementundersigned, upon the Acceptance of a Placement Notice, and unless the sale as of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of this Placement Notice. CF&Co will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined date indicated below) payable to the Company. The Company acknowledges and agrees that (i) there can be no assurance that CF&Co will be successful in selling Placement Shares, and (ii) CF&Co will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by CF&Co to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.: