0001193125-11-288961 Sample Contracts

Loan Agreement
Loan Agreement • October 31st, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

THIS LOAN AGREEMENT (the “Agreement”), is entered into as of October 14, 2011, between CENTERPOINT STATION LLC, a Delaware limited liability company (the “Borrower”), with an address at 11501 Northlake Drive, Cincinnati, Ohio 45249, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 201 East Fifth Street, Cincinnati, Ohio 45202.

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Revolving Term Note $4,940,000.00 October 14, 2011
Phillips Edison - ARC Shopping Center REIT Inc. • October 31st, 2011 • Real estate investment trusts

FOR VALUE RECEIVED, CENTERPOINT STATION LLC, a Delaware limited liability company (the “Borrower”), with an address at 11501 Northlake, Cincinnati, Ohio 45249, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 201 East Fifth Street, Cincinnati, Ohio 45202, or at such other location as the Bank may designate from time to time, the principal sum of Four Million Nine Hundred Forty Thousand and 00/100 DOLLARS ($4,940,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.

ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER PURCHASE AGREEMENT
Purchase Agreement • October 31st, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), Buyer under that certain Purchase Agreement dated September 23, 2011, as same may have been or may hereafter be amended (“Agreement”), with DDRM Center Pointe Plaza I LLC, DDRM Center Pointe Plaza II LLC and DDRM Southampton Village LLC, as Sellers, hereby assigns, transfers and sets over to (a) CENTERPOINT STATION LLC, a Delaware limited liability company, all of Assignor’s right, title, and interest under the Agreement to the shopping center property described therein as the “South Carolina Property” located in Easley, Pickens County, South Carolina, more particularly described in the Agreement, including, but not limited to, its right, title and interest in and to a prorata portion of the Deposit (defined in the Agreement) corresponding to the proportion of the Purchase Price (defined in the Agreement) allocated

FIRST AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • October 31st, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

This FIRST AMENDMENT TO ADVISORY AGREEMENT is entered into as of September 20, 2011, by and between Phillips Edison — ARC Shopping Center REIT Inc. (the “Company”) and American Realty Capital II Advisors, LLC (the “Advisor”).

SECOND AMENDMENT TO THE ADVISORY AGREEMENT
The Advisory Agreement • October 31st, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

This SECOND AMENDMENT TO THE ADVISORY AGREEMENT is entered into as of October 27, 2011, by and between Phillips Edison — ARC Shopping Center REIT Inc. (the “Company”) and American Realty Capital II Advisors, LLC (the “Advisor”).

PURCHASE AGREEMENT (DDRM 2-Publix Portfolio)
Purchase Agreement • October 31st, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Ohio

THIS ASSIGNMENT OF LEASES AND GUARANTIES (this “Assignment”) is made and entered into as of this day of , 20 , by and between , a (“Assignor”), and , a (“Assignee”).

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