0001595527-14-000006 Sample Contracts

AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. Dated as of April 24, 2014
American Realty Capital New York City REIT, Inc. • August 14th, 2014 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK CITY OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of April 24, 2014, is entered into among AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., a Maryland corporation, as general partner (the “General Partner”), and NEW YORK CITY ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

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AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC. UP TO 40,526,315 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT
Exclusive Dealer Manager Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

American Realty Capital New York City 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, 2014, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 30,000,000 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 10,526,315 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 Secti

ADVISORY AGREEMENT
Advisory Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”) dated as of April 24, 2014, is entered into among American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”), New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and New York City Advisors, LLC, a Delaware limited liability company.

PROPERTY MANAGEMENT AND LEASING AGREEMENT
Property Management and Leasing Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

This property management and leasing agreement (this “Management Agreement”) is made and entered into as of April 24, 2014, by and among AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC., a Maryland corporation (the “Company”), NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and NEW YORK CITY PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

THIS SUBSCRIPTION ESCROW AGREEMENT dated as of May 5, 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital New York City REIT, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

PURCHASE AND SALE AGREEMENT by and between USPF IV LAUREL RETAIL OWNER, L.P., a Delaware limited partnership and ARC NYC400E67, LLC a Delaware limited liability company Property Name: The Laurel Retail Condominium Location: 400 East 67th Street, New...
Purchase and Sale Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made to be effective as of August 8, 2014 (the “Effective Date”) by and between USPF IV LAUREL RETAIL OWNER, L.P., a Delaware limited partnership (“Seller”), and ARC NYC400E67, LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT FOR COMMERCIAL CONDOMINIUM UNIT #C2 AT THE HIT FACTORY® CONDOMINIUM LOCATED AT
Purchase and Sale Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

SELLER: Sagamore 54th St. Investments LLC and Sagamore Arizona LLC, as tenants in common, having an address c/o Plus Properties LLC, Two Stamford Landing, 68 Southfield Avenue, Suite 115, Stamford, CT 06902, Attention: Richard Saunders.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2014 • American Realty Capital New York City REIT, Inc. • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of August 7, 2014 by and between 200 Riverside Parking LLC, a Delaware limited liability company, having an address at 211 East 38th Street, New York, New York 10016 (“Seller”), and ARC NYC200RIVER01, LLC, a Delaware limited liability company, having an address c/o American Realty Capital, 405 Park Avenue, 12th Floor, New York, New York 10022 (“Purchaser”).

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