AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P. Date as of , 2010American Realty Capital Trust II, Inc. • October 8th, 2010 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY TRUST OPERATING PARTNERSHIP II, L.P. (this “Agreement”) dated as of , 2010, is entered into among AMERICAN REALTY CAPITAL TRUST II, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL ADVISORS II, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
AMERICAN REALTY CAPITAL TRUST II, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • October 8th, 2010 • American Realty Capital Trust II, Inc.
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2010 (the “Dealer Manager Agreement”), with American Realty Capital Trust II, Inc., a Maryland corporation (the “Company”) and American Realty Capital Advisors II, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to $1,737, 499,995 of shares of the Company’s common stock, $.01 par value per share (“Common Stock”) of which amount: (i) up to $1,499,999,995 in shares of Common Stock are being offered to the public in the primary offering (the “Primary Shares”), and (ii) up to $237,500,000 in shares of Common Stock are being offered pursuant to the Company’s distribution reinvestment plan (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (as defined below). Notwithstanding the foregoing, the Company
FORM OF ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL TRUST II, INC., AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P., AND AMERICAN REALTY CAPITAL ADVISORS II, LLC Dated as of , 2010Advisory Agreement • October 8th, 2010 • American Realty Capital Trust II, Inc. • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of , 2010, is entered into among American Realty Capital Trust II, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Advisors II, LLC, a Delaware limited liability company.
AMERICAN REALTY CAPITAL TRUST II, INC. UP TO $1,737,499,995 OF SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENTEscrow Agreement • October 8th, 2010 • American Realty Capital Trust II, Inc. • New York
ContractProperty Management and Leasing Agreement • October 8th, 2010 • American Realty Capital Trust II, Inc. • New York
