Exclusive Dealer Manager Agreement Sample Contracts

Atlas Growth Partners, L.P. – EXCLUSIVE DEALER MANAGER AGREEMENT ATLAS GROWTH PARTNERS, L.P. UP TO $1,000,000,000 IN THE AGGREGATE OF CLASS a AND CLASS T COMMON UNITS April 5, 2016 (April 6th, 2016)

To the extent the Partnership extends the Offering, commencing with such time as the Partnership publishes either a per share value based on valuations of the assets and liabilities of the Partnership performed at least annually, by, or with the material assistance or confirmation of, a third-party valuation expert or service and derived from a methodology that conforms to standard industry practice, or a per share value developed in a manner reasonably designed to ensure that the per share estimated value is reliable, which will be on or prior to the date that is 150 days following the second anniversary of breaking escrow in the Offering, the per share purchase price for the Primary Units and DRIP Units will be equal to the applicable per share NAV value plus, solely with respect to the Primary Units, applicable Selling Commissions and Dealer Manager Fees. If the Partnership changes the offering price as described in a post-effective amendment, the per unit purchase price for the Pri

Atlas Growth Partners, L.P. – Form of Exclusive Dealer Manager Agreement Atlas Growth Partners, L.P. Up to $1,000,000,000 in the Aggregate of Shares of Class a and Class T Common Units (January 11th, 2016)
Energy 11, L.P. – Up to 100,263,158 Common Units of Limited Partner Interest Form of Exclusive Dealer Manager Agreement (December 31st, 2014)
Energy 11, L.P. – Up to 100,263,158 Common Units of Limited Partner Interest Form of Exclusive Dealer Manager Agreement (December 12th, 2014)
Energy 11, L.P. – Up to 100,263,158 Common Units of Limited Partner Interest Form of Exclusive Dealer Manager Agreement (November 21st, 2014)
BUSINESS DEVELOPMENT Corp OF AMERICA II – EXCLUSIVE DEALER MANAGER AGREEMENT BUSINESS DEVELOPMENT CORPORATION OF AMERICA II Up to 300,000,000 Shares of Common Stock September 8, 2014 (October 27th, 2014)

Business Development Corporation of America II (the " Company ") is a Maryland corporation that has elected to be treated as a business development company (" BDC ") under the Investment Company Act of 1940 and the rules and regulations thereunder (collectively, the "Investment Company Act"). The Company has registered for public sale (the " Offering ") a maximum of 300,000,000 shares of common stock, $0.001 par value per share (the " Shares "), to be sold to the public on a "best efforts" continuous basis, for an initial purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of Shares purchased), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined below). The Company has reserved the right to (i) change the price per Share in the Offering in order to ensure that the Shares are not sold at a price, which after deduction of selling commissions and dealer manager fees, is below the Company's NAV a

Energy 11, L.P. – Up to 100,263,158 Common Units of Limited Partner Interest Form of Exclusive Dealer Manager Agreement (October 7th, 2014)
Energy 11, L.P. – Up to 100,263,158 Common Units of Limited Partner Interest Form of Exclusive Dealer Manager Agreement (September 11th, 2014)
United Development Funding Income Fund V – UNITED DEVELOPMENT FUNDING INCOME FUND v UP TO 50,000,000 COMMON SHARES OF BENEFICIAL INTEREST EXCLUSIVE DEALER MANAGER AGREEMENT July 25, 2014 (September 8th, 2014)

United Development Funding Income Fund V (the "Trust") is a Maryland real estate investment trust that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2014, or the first year during which the Trust begins material operations. The Trust proposes to offer (a) up to 37,500,000 common shares of beneficial interest, $0.01 par value per share (the "Shares"), for a purchase price of $20.00 per Share, in the primary offering (the "Primary Offering"), and (b) up to 12,500,000 Shares for a purchase price of $20.00 per Share for issuance through the Trust's distribution reinvestment program (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Trust to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)).

American Energy Capital Partners, LP – Form of Exclusive Dealer Manager Agreement American Energy Capital Partners, Lp Up to 100,000,000 Limited Partner Interests Form of Exclusive Dealer Manager Agreement (February 14th, 2014)
Rcs Capital Corporation – AMERICAN REALTY CAPITAL TRUST V, INC. UP TO 82,736,842 SHARES OF COMMON STOCK AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT April 9, 2013 (April 30th, 2013)

American Realty Capital Trust V, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 68,000,000 shares (the "Primary Shares") of its common stock, $0.01 par value per share ("Common Stock"), in the primary offering (the "Primary Offering"), and (b) up to 14,736,842 shares of its Common Stock (the "DRP Shares" and, together with the Primary Shares, the "Shares"), for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). U

Rcs Capital Corporation – Phillips Edison - ARC Shopping Center REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK SECOND AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT September 17, 2010 (March 28th, 2013)

Phillips Edison - ARC Shopping Center REIT Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of common stock, $.01 par value per share (the "Shares"), for a purchase price of $10.00 per Share, with a minimum initial investment of $2,500, in the primary offering (the "Primary Offering"), and (b) up to 30,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company's distribution reinvestment program (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Se

Rcs Capital Corporation – Up to 150,000,000 Shares of Common Stock Form of Exclusive Dealer Manager Agreement (March 28th, 2013)

Business Development Corporation of America (the "Company") is a Maryland corporation that intends to elect to be treated as a business development company ("BDC") under the Investment Company Act of 1940 and the rules and regulations thereunder (collectively, the "Investment Company Act"). The Company proposes to offer up to 150,000,000 shares of common stock, $0.001 par value per share (the "Shares") on a continuous basis, for an initial purchase price of $10.00 per Share, with a minimum initial investment of $1,000, in the offering (the "Offering"), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined below).

Rcs Capital Corporation – American Realty Capital Trust Iv, Inc. Up to 70,000,000 Shares of Common Stock Exclusive Dealer Manager Agreement (March 28th, 2013)

American Realty Capital Trust IV, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2012, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 60,000,000 shares of its common stock, $.01 par value per share, for a purchase price of $25.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the "Primary Offering"), and (b) up to 10,000,000 Shares for a purchase price of $23.75 per Share for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospe

Rcs Capital Corporation – Arc Realty Finance Trust, Inc. Up to 96,842,105 Shares of Common Stock Form of Exclusive Dealer Manager Agreement (March 28th, 2013)

ARC Realty Finance Trust, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 80,000,000 shares (the "Primary Shares") of its common stock, $.01 par value per share, (the "Common Stock"), in the primary offering (the "Primary Offering"), and (b) up to 16,842,105 shares of its Common Stock (the "DRP Shares" and, together with the Primary Shares, the "Shares") for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). Initi

Rcs Capital Corporation – American Realty Capital Global Trust, Inc. Up to 175,000,000 Shares of Common Stock Second Amended and Restated Exclusive Dealer Manager Agreement (March 28th, 2013)

American Realty Capital Global Trust, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2012, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of its common stock, $.01 par value per share, (the "Primary Shares"), in the primary offering (the "Primary Offering"), and (b) up to 25,000,000 shares of its common stock (the "DRP Shares" and, together with the Primary Shares, the "Shares") for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). Until the fir

Rcs Capital Corporation – AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC. UP TO 82,736,842 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT February 14, 2013 (March 28th, 2013)

American Realty Capital Healthcare Trust II, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 68,000,000 shares (the "Primary Shares") of its common stock, $0.01 par value per share ("Common Stock"), in the primary offering (the "Primary Offering"), and (b) up to 14,736,842 shares of its Common Stock (the "DRP Shares" and, together with the Primary Shares, the "Shares"), for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Sect

Rcs Capital Corporation – AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT as of September 2, 2010 (March 28th, 2013)

American Realty Capital New York Recovery REIT, Inc. (the "Company") is a Maryland real estate investment trust that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of common stock, $.01 par value per share (the "Shares"), for a purchase price of $10.00 per Share, in the primary offering (the "Primary Offering"), and (b) up to 25,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)).

Rcs Capital Corporation – UNITED DEVELOPMENT FUNDING IV UP TO 35,000,000 COMMON SHARES OF BENEFICIAL INTEREST AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT November 10, 2009 (March 28th, 2013)

This Amended and Restated Exclusive Dealer Manager Agreement (this "Agreement") amends, restates and replaces in full that certain Exclusive Dealer Manager Agreement, dated as of August 24, 2009, by and among the Trust, the Advisor and the Dealer Manager (as defined below). Upon the terms and subject to the conditions contained in this Agreement, the Trust hereby appoints Realty Capital Securities, LLC, a Delaware limited liability company (the "Dealer Manager"), to act as the exclusive dealer manager for the Offering, and the Dealer Manager desires to accept such engagement.

Rcs Capital Corporation – American Realty Capital HEALTHCARE TRUST, Inc. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT February 18, 2011 (March 28th, 2013)

American Realty Capital Healthcare Trust, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of its common stock, $.01 par value per share (the "Shares"), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the "Primary Offering"), and (b) up to 25,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions

Rcs Capital Corporation – American Realty Capital - Retail Centers of America, Inc. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT March 17, 2011 (March 28th, 2013)

American Realty Capital - Retail Centers of America, Inc. (the "Company") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of its common stock, $.01 par value per share (the "Shares"), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the "Primary Offering"), and (b) up to 25,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company's distribution reinvestment plan (the "DRP" and together with the Primary Offering, the "Offering") (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the

Rcs Capital Corporation – AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC. UP TO $1,737,499,995 OF SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT August 15, 2011 (March 28th, 2013)

American Realty Capital Daily Net Asset Value Trust, Inc. (the " Company ") is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a " REIT ") for federal income tax purposes beginning with the taxable year ending December 31, 2012, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to $1,499,999,995 of shares of its common stock, $.01 par value per share, consisting of Retail Shares and Institutional Shares (the " Primary Shares "), in the primary offering (the " Primary Offering "), and (b) up to $237,500,000 of shares of its common stock (the " DRP Shares " and, together with the Primary Shares, the " Shares ") for issuance through the Company's distribution reinvestment plan (the " DRP " and together with the Primary Offering, the " Offering ") (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and

Phillips Edison Grocery Center Reit I, Inc. – Phillips Edison ARC Shopping Center REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK SECOND AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT September 17, 2010 (September 21st, 2010)

Phillips Edison ARC Shopping Center REIT Inc. (the Company) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a REIT) for federal income tax purposes beginning with the taxable year ending December 31, 2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of common stock, $.01 par value per share (the Shares), for a purchase price of $10.00 per Share, with a minimum initial investment of $2,500, in the primary offering (the Primary Offering), and (b) up to 30,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Companys distribution reinvestment program (the DRP and together with the Primary Offering, the Offering) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)).