0001581405-14-000037 Sample Contracts

AMENDED AND RESTATED MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT
Leasing and Construction Management Agreement • August 7th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts • Ohio

THIS AMENDED AND RESTATED MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of June 1, 2014, by and among PHILLIPS EDISON - ARC GROCERY CENTER REIT II, INC., a Maryland corporation (“REIT”), PHILLIPS EDISON - ARC GROCERY CENTER OPERATING PARTNERSHIP II L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).

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ASSUMPTION AGREEMENT
Assumption Agreement • August 7th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts

This Assumption Agreement ("Assumption Agreement") is made this 30th of April, 2014, by MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware corporation ("MERS"), as nominee for U.S. BANK NATIONAL ASSOCIATION, as Trustee, successor-in-interest to Bank of America, N.A., as Trustee, successor by merger to LaSalle Bank National Association, as Trustee for Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14 (together with its successors and assigns, "Noteholder"), STAUNTON PLAZA, LLC, a Virginia limited liability company ("Borrower"), ROLAND GUYOT, an individual ("Guyot") and STEPHEN B. SWARTZ, an individual ("Swartz"; and together with Guyot, jointly and severally, "Original Guarantor"), STAUNTON STATION LLC, a Delaware limited liability company ("Assumptor") and PHILLIPS EDISON - ARC GROCERY CENTER OPERATING PARTNERSHIP II L.P., a Delaware limited partnership ("Operating Partnership") and PHILLIPS EDISON-ARC GROCERY CE

SHOPPING CENTERS PURCHASE AGREEMENT
Shopping Centers Purchase Agreement • August 7th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts

THIS SHOPPING CENTERS PURCHASE AGREEMENT (“Agreement”) is made as of the Effective Date (as defined below) by and between STAUNTON PLAZA, LLC, a Virginia limited liability company (“Staunton Seller”), and WAYNESBORO PLAZA, LLC, a Virginia limited liability company (“Waynesboro Seller;” the Staunton Seller and the Waynesboro Seller are collectively, referred to herein as “Sellers” and individually as a “Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).

FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AGREEMENT TIIIS FIRST AMENDMENT TO SHOPPING CENTERS PURCHASE AGREEMENT
Shopping Center Purchase Agreement • August 7th, 2014 • Phillips Edison - ARC Grocery Center REIT II, Inc. • Real estate investment trusts

("Amendment'') is made as of January 22, 2014, by and between WAYNESBORO PLAZA, LLC, a Virginia limited liability company, and STAUNTON PLAZA, LLC, a Virginia limited liability company (each individually, and together collectively, "Seller"), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (''Purchaser").

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