Phillips Edison Grocery Center Reit I, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON - ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P. Dated as of December 1, 2014 (March 9th, 2015)

Phillips Edison Grocery Center Reit I, Inc. – Advisory Agreement Between Phillips Edison - ARC Shopping Center REIT Inc., Phillips Edison - ARC Shopping Center Operating Partnership, L.P. And Phillips Edison NTR LLC December 3, 2014 (March 9th, 2015)

This Advisory Agreement, dated as of December 3, 2014 (this "Agreement"), is between Phillips Edison - ARC Shopping Center REIT Inc., a Maryland corporation (the "Company"), Phillips Edison - ARC Shopping Center Operating Partnership L.P., a Delaware limited partnership (the "Partnership") and Phillips Edison NTR LLC, a Delaware limited liability company (the "Advisor").

Phillips Edison Grocery Center Reit I, Inc. – Assignment and Assumption of Rights Under Shopping Center Purchase Agreement (March 7th, 2013)

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company ("Assignor"), hereby assigns, transfers and sets over to BUTLER CREEK STATION LLC, a Delaware limited liability company ("Assignee"), all of Assignor's right, title, and interest as Purchaser to acquire the land and improvements known as Butler Creek Shopping Center located in Acworth, Georgia (the "Center') from Equity One (Southeast Portfolio) Inc. pursuant to a certain Shopping Centers Purchase and Sale Agreement dated as of November 30, 2012, as amended (the "Agreement") with Equity One (Southeast Portfolio) Inc., a Georgia corporation, Equity One (Florida Portfolio), Inc., a Florida corporation and Equity One, Inc., a Maryland corporation (individually and collectively referred to as "Seller"), as Seller, with respect to, among other properties, the Center, such assignment to include a prorated portion of the Deposit (as define

Phillips Edison Grocery Center Reit I, Inc. – CONTRIBUTION AGREEMENT December 21, 2011 (February 1st, 2012)

THIS CONTRIBUTION AGREEMENT is made this 21st day of December, 2011, by and among PAI GP LLC, a Delaware limited liability company (the General Partner), PECO-ARC Institutional Joint Venture I, L.P., a Delaware limited partnership (the Partnership), and Phillips Edison ARC Shopping Operating Partnership, L.P., a Delaware limited partnership (Contributor).

Phillips Edison Grocery Center Reit I, Inc. – CONTRIBUTION AGREEMENT November 23, 2011 (February 1st, 2012)

THIS CONTRIBUTION AGREEMENT is made this 23rd day of November, 2011, by and among PAI GP LLC, a Delaware limited liability company (the General Partner), PECO-ARC Institutional Joint Venture I, L.P., a Delaware limited partnership (the Partnership), and Phillips Edison ARC Shopping Operating Partnership, L.P., a Delaware limited partnership (Contributor).

Phillips Edison Grocery Center Reit I, Inc. – Amended and Restated Limited Partnership Agreement of Peco-Arc Institutional Joint Venture I, L.P. (November 14th, 2011)

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of PECO-ARC Institutional Joint Venture I, L.P., a Delaware limited partnership (the Partnership), is entered into as of November 11, 2011, by and between PAI GP LLC, a Delaware limited liability company (PECO-ARC), each CBREI Investor signatory hereto, and Phillips Edison NTR LLC, a Delaware limited liability company (the Sub-Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Limited Partnership Agreement of Peco-Arc Institutional Joint Venture I, L.P. (November 14th, 2011)

THIS LIMITED PARTNERSHIP AGREEMENT (this Agreement) of PECO-ARC Institutional Joint Venture I, L.P., a Delaware limited partnership (the Partnership), is entered into as of September 20, 2011, by and between PAI GP LLC, a Delaware limited liability company (PECO-ARC), each CBREI Investor signatory hereto, and Phillips Edison NTR LLC, a Delaware limited liability company (the Sub-Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Assignment and Assumption of Rights Under Shopping Center Purchase Agreement (March 10th, 2011)

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (Assignor), hereby assigns, transfers and sets over to LAKESIDE (SALEM) STATION LLC, a Delaware LLC (Assignee), all of Assignors right, title, and interest as Purchaser in and to that certain Shopping Center Purchase Agreement dated as of September 14, 2010, as amended (Agreement) with Lakeside Plaza, LLC, a Virginia limited liability company (Seller), as seller, with respect to the land and improvements thereon located in Salem, Virginia, more particularly described in the Agreement, including, but not limited to, its right, title and interest in and to the Deposit (as defined in the Agreement).

Phillips Edison Grocery Center Reit I, Inc. – Loan Agreement (March 10th, 2011)

THIS LOAN AGREEMENT (Agreement) is entered into as of December 10, 2010, by and between LAKESIDE (SALEM) STATION LLC, a Delaware limited liability company (Borrower), and WELLS FARGO BANK, NATIONAL ASSOCIATION (Lender).

Phillips Edison Grocery Center Reit I, Inc. – Loan Agreement (March 10th, 2011)

THIS LOAN AGREEMENT (Agreement) is entered into as of December 15, 2010, by and between SNOWVIEW STATION LLC, a Delaware limited liability company (Borrower), and WELLS FARGO BANK, NATIONAL ASSOCIATION (Lender).

Phillips Edison Grocery Center Reit I, Inc. – Assignment and Assumption of Rights Under Shopping Center Purchae Agreement (November 12th, 2010)

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (Assignor), hereby assigns, transfers and sets over to SNOW VIEW STATION LLC (Assignee), all of Assignors right, title, and interest as Purchaser in and to that certain Shopping Center Purchase Agreement dated August 26, 2010, as amended (Agreement) with EIG Snow View Plaza, LLC, an Indiana limited liability company (Seller), as seller, with respect to the land and improvements thereon located in Parma, Ohio, more particularly described in the Agreement, including, but not limited to, its right, title and interest in and to the Deposit (as defined in the Agreement).

Phillips Edison Grocery Center Reit I, Inc. – First Amendment to Subscription Escrow Agreement (September 24th, 2010)

THIS FIRST AMENDMENT TO SUBSCRIPTION ESCROW AGREEMENT (this First Amendment), dated as of September 17, 2010, is entered into by and among Realty Capital Securities, LLC (the Dealer Manager), Phillips Edison ARC Shopping Center REIT Inc. (the Company) and Wells Fargo Bank, National Association, as Escrow Agent (the Escrow Agent).

Phillips Edison Grocery Center Reit I, Inc. – Fourth Amended and Restated Advisory Agreement Between Phillips Edison ARC Shopping Center REIT Inc. And American Realty Capital II Advisors, LLC September 17, 2010 (September 21st, 2010)

This Fourth Amended and Restated Advisory Agreement, dated as of September 17, 2010 (this Agreement), is between Phillips Edison ARC Shopping Center REIT Inc., a Maryland corporation (the Company), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Fourth Amended and Restated Advisory Agreement Between Phillips Edison ARC Shopping Center REIT Inc. And American Realty Capital II Advisors, LLC September 17, 2010 (September 17th, 2010)

This Fourth Amended and Restated Advisory Agreement, dated as of September 17, 2010 (this Agreement), is between Phillips Edison ARC Shopping Center REIT Inc., a Maryland corporation (the Company), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Second Amended and Restated Sub-Advisory Agreement Between American Realty Capital II Advisors, LLC and Phillips Edison NTR LLC September 17, 2010 (September 17th, 2010)

This Second Amended and Restated Sub-advisory Agreement, dated as of September 17, 2010 (this Agreement), is between, American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor) and Phillips Edison NTR LLC (formerly known as Phillips Edison & Company SubAdvisor LLC), a Delaware limited liability company (the Sub-advisor).

Phillips Edison Grocery Center Reit I, Inc. – Subscription Escrow Agreement (September 17th, 2010)

THIS SUBSCRIPTION ESCROW AGREEMENT (this Escrow Agreement), dated as of July 28, 2010, is entered into by and among Realty Capital Securities, LLC (the Dealer Manager), Phillips Edison ARC Shopping Center REIT Inc. (the Company) and Wells Fargo Bank, National Association, as Escrow Agent (the Escrow Agent).

Phillips Edison Grocery Center Reit I, Inc. – Phillips Edison Arc Shopping Center Reit Inc. 2010 Long-Term Incentive Plan (August 11th, 2010)

Phillips Edison Grocery Center Reit I, Inc. – Phillips Edison Arc Shopping Center Reit Inc. Amended and Restated 2010 Independent Director Stock Plan (August 11th, 2010)

Phillips Edison Grocery Center Reit I, Inc. – Phillips Edison Arc Shopping Center Reit Inc. Amended and Restated 2010 Independent Director Stock Plan (July 28th, 2010)

Phillips Edison Grocery Center Reit I, Inc. – First Amended and Restated Sub-Advisory Agreement Between American Realty Capital II Advisors, LLC and Phillips Edison NTR LLC July 1, 2010 (July 28th, 2010)

This First Amended and Restated Sub-advisory Agreement, dated as of July 1, 2010 (this Agreement), is between, American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor) and Phillips Edison NTR LLC (formerly known as Phillips Edison & Company SubAdvisor LLC), a Delaware limited liability company (the Sub-advisor).

Phillips Edison Grocery Center Reit I, Inc. – Master Property Management, Leasing and Construction Management Agreement (July 28th, 2010)

THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (Agreement) is made and entered into as of July 27, 2010, by and among PHILLIPS EDISON ARC SHOPPING CENTER REIT INC., a Maryland corporation (REIT), PHILLIPS EDISON ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (OP), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (PECO).

Phillips Edison Grocery Center Reit I, Inc. – First Amended and Restated Sub-Advisory Agreement Between American Realty Capital II Advisors, LLC and Phillips Edison NTR LLC July 1, 2010 (July 2nd, 2010)

This First Amended and Restated Sub-advisory Agreement, dated as of July 1, 2010 (this Agreement), is between, American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor) and Phillips Edison NTR LLC (formerly known as Phillips Edison & Company SubAdvisor LLC), a Delaware limited liability company (the Sub-advisor).

Phillips Edison Grocery Center Reit I, Inc. – Form of Master Property Management, Leasing and Construction Management Agreement (July 2nd, 2010)

THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (Agreement) is made and entered into as of , 2010, by and among PHILLIPS EDISON ARC PROPERTIES REIT INC., a Maryland corporation (REIT), PHILLIPS EDISON ARC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (OP), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (PECO).

Phillips Edison Grocery Center Reit I, Inc. – Form of Amended and Restated Subscription Escrow Agreement (July 2nd, 2010)

THIS SUBSCRIPTION ESCROW AGREEMENT (this Escrow Agreement), dated as of June , 2010, is entered into by and among Realty Capital Securities, LLC (the Dealer Manager), Phillips Edison ARC Shopping Center REIT Inc. (the Company) and Wells Fargo Bank, National Association, as Escrow Agent (the Escrow Agent).

Phillips Edison Grocery Center Reit I, Inc. – Third Amended and Restated Advisory Agreement Between Phillips Edison ARC Shopping Center REIT Inc. And American Realty Capital II Advisors, LLC July 1, 2010 (July 2nd, 2010)

This Second Amended and Restated Advisory Agreement, dated as of July 1, 2010 (this Agreement), is between Phillips Edison ARC Shopping Center REIT Inc., a Maryland corporation (the Company), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Form of Subscription Escrow Agreement (April 12th, 2010)

THIS SUBSCRIPTION ESCROW AGREEMENT (this Escrow Agreement), dated as of , 2010, is entered into by and among Realty Capital Securities, LLC (the Dealer Manager), Phillips Edison ARC Shopping Center REIT Inc. (the Company) and Wells Fargo Bank, National Association, as Escrow Agent (the Escrow Agent).

Phillips Edison Grocery Center Reit I, Inc. – Second Amended and Restated Advisory Agreement Between Phillips Edison ARC Shopping Center REIT Inc. And American Realty Capital II Advisors, LLC April 9, 2010 (April 12th, 2010)

This Second Amended and Restated Advisory Agreement, dated as of April 9, 2010 (this Agreement), is between Phillips Edison ARC Shopping Center REIT Inc., a Maryland corporation (the Company), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Amended and Restated Advisory Agreement Between Phillips Edison ARC Shopping Center REIT Inc. And American Realty Capital II Advisors, LLC March 1, 2010 (March 1st, 2010)

This Amended and Restated Advisory Agreement, dated as of March 1, 2010 (this Agreement), is between Phillips Edison ARC Shopping Center REIT Inc., a Maryland corporation (the Company), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor).

Phillips Edison Grocery Center Reit I, Inc. – Advisory Agreement Between Phillips Edison ARC Shopping Center REIT Inc. And American Realty Capital II Advisors, LLC January 11, 2010 (January 13th, 2010)

This Advisory Agreement, dated as of January 11, 2010 (this Agreement), is between Phillips Edison ARC Shopping Center REIT Inc., a Maryland corporation (the Company), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the Advisor).