10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 333-177563

American Realty Capital Global Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	45-2771978
(State or other  jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
405 Park Ave., 15th Floor, New York, NY	10022
(Address of principal executive offices)	(Zip Code)
(212) 415-6500
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of October 31, 2013, the registrant had 10,133,880 shares of common stock outstanding.

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012	2
Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)	3
Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the Nine Months Ended September 30, 2013 (Unaudited)	4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	5
Notes to Consolidated Financial Statements (Unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	39
Item 4. Controls and Procedures	39
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	41
Signatures	42

1

Part I — FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

	September 30, 2013			December 31, 2012
	(Unaudited)
ASSETS
Real estate investments, at cost:
Land	$	18,590		$	519
Buildings, fixtures and improvements	38,726			1,210
Acquired intangible lease assets	32,703			856
Total real estate investments, at cost	90,019			2,585
Less accumulated depreciation and amortization	(948		)	(30		)
Total real estate investments, net	89,071			2,555
Cash and cash equivalents	14,583			262
Derivatives, at fair value	310			—
Receivable for sale of common stock	429			—
Prepaid expenses and other assets	1,313			76
Deferred costs, net	1,772			40
Total assets	$	107,478		$	2,933
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Mortgage notes payable	$	31,644		$	1,228
Below-market lease liability, net	3,872			—
Derivatives, at fair value	1,865			53
Accounts payable and accrued expenses	1,446			2,433
Deferred rent	883			—
Distributions payable	492			15
Total liabilities	40,202			3,729
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at September 30, 2013 and December 31, 2012	—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 8,810,661 and 256,500 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	88			3
Additional paid-in capital	74,017			(311		)
Accumulated other comprehensive loss	(145		)	(43		)
Accumulated deficit	(6,684		)	(445		)
Total stockholders' equity (deficit)	67,276			(796		)
Total liabilities and stockholders' equity (deficit)	$	107,478		$	2,933

The accompanying notes are an integral part of these statements.

2

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except for share and per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue:
Rental income	$	1,221		$	—		$	1,463		$	—
Operating expense reimbursements	11			—			14			—
Total revenues	1,232			—			1,477			—
Expenses:
Property operating	14			—			14			—
Operating fees to affiliate	18			—			23			—
Acquisition and transaction related	3,256			—			4,576			—
General and administrative	19			93			34			157
Depreciation and amortization	684			—			838			—
Total expenses	3,991			93			5,485			157
Operating loss	(2,759		)	(93		)	(4,008		)	(157		)
Other income (expense):
Interest expense	(348		)	—			(413		)	—
Gains on foreign currency	17			—			35			—
Total other expense	(331		)	—			(378		)	—
Net loss	$	(3,090	)	$	(93	)	$	(4,386	)	$	(157	)
Other comprehensive income (loss):
Cumulative translation adjustment	1,648			—			1,400			—
Designated derivatives, fair value adjustments	(1,952		)	—			(1,502		)	—
Comprehensive loss	$	(3,394	)	$	(93	)	$	(4,488	)	$	(157	)
Basic and diluted weighted average shares outstanding	7,023,704			22,222			3,430,215			22,222
Basic and diluted net loss per share	$	(0.44	)	NM			$	(1.28	)	NM

________________ 

NM - not meaningful

The accompanying notes are an integral part of these statements.

3

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the Nine Months Ended September 30, 2013

(In thousands, except for share data)

(Unaudited)

	Common Stock
	Number of Shares	Par Value		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total
Balance, December 31, 2012	256,500	$	3	$	(311	)	$	(43	)	$	(445	)	$	(796	)
Issuance of common stock	8,487,717	84		83,373			—			—			83,457
Common stock offering costs, commissions and dealer manager fees	—	—		(9,606		)	—			—			(9,606		)
Common stock issued through distribution reinvestment plan	57,444	1		545			—			—			546
Share-based compensation	9,000	—		16			—			—			16
Distributions declared	—	—		—			—			(1,853		)	(1,853		)
Net loss	—	—		—			—			(4,386		)	(4,386		)
Other comprehensive loss	—	—		—			(102		)	—			(102		)
Balance, September 30, 2013	8,810,661	$	88	$	74,017		$	(145	)	$	(6,684	)	$	67,276

The accompanying notes are an integral part of this statement.

4

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities:
Net loss	$	(4,386	)	$	(157	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	331			—
Amortization of intangibles	507			—
Amortization of deferred financing costs	105			—
Accretion of below-market lease liability and amortization of above-market lease assets, net	21			—
Share-based compensation	16			7
Changes in assets and liabilities:
Prepaid expenses and other assets	(737		)	(67		)
Accounts payable and accrued expenses	861			(8		)
Deferred rent	883			—
Net cash used in operating activities	(2,399		)	(225		)
Cash flows from investing activities:
Investment in real estate and other assets	(53,114		)	—
Deposits for real estate acquisitions	(500		)	—
Net cash used in investing activities	(53,614		)	—
Cash flows from financing activities:
Proceeds from issuance of common stock	83,028			—
Payments of offering costs	(10,859		)	(416		)
Payments of deferred financing costs	(1,837		)	—
Distributions paid	(830		)	—
Advances from affiliates, net	(595		)	641
Net cash provided by financing activities	68,907			225
Net change in cash and cash equivalents	12,894			—
Effect of exchange rate changes on cash	1,427			—
Cash and cash equivalents, beginning of period	262			—
Cash and cash equivalents, end of period	$	14,583		$	—
Supplemental Disclosures:
Cash paid for interest	$	99		$	—
Non-Cash Financing Activities:
Mortgage note payable used to acquire investments in real estate	$	30,416		$	—
Common stock issued through distribution reinvestment plan	546			—

The accompanying notes are an integral part of these statements.

5

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Note 1 — Organization

American Realty Capital Global Trust, Inc. (the "Company"), incorporated on July 13, 2011, is a Maryland corporation that intends to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. On April 20, 2012, the Company commenced its initial public offering ("IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-177563) (the "Registration Statement") filed with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 25.0 million shares of common stock pursuant to a distribution reinvestment plan (the "DRIP") under which the Company's common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock.

On October 24, 2012, the Company received and accepted subscriptions in excess of the minimum offering amount of $2.0 million in shares, broke escrow and issued shares of common stock to initial investors who were admitted as stockholders. As of September 30, 2013, the Company had 8.8 million shares of stock outstanding, including unvested restricted shares and shares issued under the DRIP and had received total gross proceeds from the IPO of $86.3 million. As of September 30, 2013, the aggregate value of all the common stock outstanding was $87.9 million based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP). Until the filing of the Company's second quarterly financial filing with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the Company's acquisition of at least $1.2 billion in total investment portfolio assets, the per share purchase price in the IPO will be up to $10.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will initially be equal to $9.50 per share, which is 95% of the initial offering price in the IPO. Thereafter, the per share purchase price will vary quarterly and will be equal to the Company's net asset value ("NAV") per share plus applicable commissions and fees, and the per share purchase price in the DRIP will be equal to the NAV per share.

The Company was formed to primarily acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. The Company's primary geographic target is the United States, although up to 40% of its portfolio may consist of properties purchased in Europe and up to an additional 10% may consist of properties purchased elsewhere internationally. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. As of September 30, 2013, the Company owned nine properties consisting of 0.5 million rentable square feet, which were 100.0% leased, with a remaining lease term of 10.7 years.

Substantially all of the Company's business is conducted through American Realty Capital Global Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP units"). American Realty Capital Global Special Limited Partner, LLC (the "Special Limited Partner"), an entity wholly owned by AR Capital Global Holdings, LLC (the "Sponsor"), contributed $200 to the OP in exchange for 22 OP units, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

6

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The Company has no employees. American Realty Capital Global Advisors, LLC (the "Advisor") has been retained to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by American Realty Capital Global Properties, LLC (the "Property Manager"). Realty Capital Securities, LLC (the "Dealer Manager") serves as the dealer manager of the IPO. The Advisor, Property Manager and Dealer Manager are affiliates of the Sponsor and Special Limited Partner. These related parties receive compensation and fees for services related to the IPO and for the investment and management of the Company's assets. These entities receive fees during the offering, acquisition, operational and liquidation stages. The Advisor and Property Manager have entered into a service provider agreement with Moor Park Capital Partners LLP (the "Service Provider"), an affiliate of a principal shareholder. Pursuant to the service provider agreements, the Service Provider has agreed to provide, subject to the Advisor's and Property Manager's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe. Pursuant to the service provider agreements, 50.0% of the fees payable by the Company to the Advisor and a percentage of the fees paid to the Property Manager will be assigned to the Service Provider, solely with respect to the Company's foreign investment strategy in Europe. Such fees will be deducted from fees paid to the Advisor.

Note 2 — Summary of Significant Accounting Policies

The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results for the entire year or any subsequent interim period.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2012, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2013. There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2013 other than the updates described below.

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

7

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In March 2013, the FASB issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Note 3 — Real Estate Investments

The following table presents the allocation of the assets acquired during the nine months ended September 30, 2013. There were no assets acquired during the nine months ended September 30, 2012.

	Nine Months Ended
(Dollar amounts in thousands)	September 30, 2013
Real estate investments, at cost:
Land	$	18,071
Buildings, fixtures and improvements	37,516
Total tangible assets	55,587
Acquired intangibles:
In-place leases	30,624
Above market lease asset	1,223
Below market lease liability	(3,904		)
Total assets acquired, net	83,530
Mortgage notes payable used to acquire real estate investments	(30,416		)
Cash paid for acquired real estate investments	$	53,114
Number of properties purchased	8

The following table reflects the number and related base purchase prices of properties acquired during the year ended December 31, 2012 and the nine months ended September 30, 2013:

	Number of Properties	Base Purchase Price(1)
		(In thousands)
Year ended December 31, 2012	1	$	2,566
Nine Months ended September 30, 2013	8	80,730
Portfolio as of September 30, 2013	9	$	83,296

____________________

(1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

8

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The following table presents unaudited pro forma information as if the acquisitions during the nine months ended September 30, 2013, had been consummated on January 1, 2012. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expenses of $4.6 million from the nine months ended September 30, 2013 to the nine months ended September 30, 2012.

	Nine Months Ended September 30,
(In thousands)	2013		2012
Pro forma revenues	$	6,502	$	6,367
Pro forma net income (loss)	$	503	$	(4,543	)

The following presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of September 30, 2013. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indices among other items.

(In thousands)	Future Minimum Base Rent Payments
October 1, 2013 — December 31, 2013	$	1,966
2014	7,868
2015	7,906
2016	7,945
2017	8,083
Thereafter	54,582
	$	88,350

The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all properties on a straight-line basis as of September 30, 2013. The Company did not own any properties at September 30, 2012. 

	September 30,
Tenant	2013
Thames Water Utilities Limited	24.2	%
Northern Rock (Asset Management) PLC	18.2	%
Kulicke and Soffa Industries, Inc.	17.0	%
Everything Everywhere Limited	14.8	%
Wickes Building Supplies Limited	11.7	%
PPD Global Central Labs, LLC	11.3	%

The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues.

The following table lists the states and countries where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2013. The Company did not own any properties at September 30, 2012. 

	September 30,
State or Country	2013
United Kingdom	71.7	%
Pennsylvania	17.0	%
Kentucky	11.3	%

9

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Note 4 — Revolving Credit Facility

On July 25, 2013, the Company entered into a credit agreement which allows for total borrowings of up to $50.0 million. The credit facility contains an “accordion feature” to allow the Company, under certain circumstances, to increase the aggregate borrowings under the credit facility to up to $750.0 million through additional commitments.

The Company has the option, based upon its corporate leverage, to have the credit facility priced at either the Alternate Base Rate (as defined below) plus 0.60% to 1.20% or at adjusted LIBOR plus 1.60% to 2.20%. The Alternate Base Rate is defined in the credit agreement as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.5% and (c) the Adjusted LIBOR for a month period on such day plus 1%. Adjusted LIBOR refers to LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. The credit facility requires an unused fee per annum of 0.25% and 0.15%, if the unused balance of the credit facility exceeds or is equal to or less than 50% of the available facility, respectively. As of September 30, 2013, there were no advances under the credit facility or unused borrowing capacity, as there were no borrowing base properties placed under the credit facility.

The credit facility provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each adjusted LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date in July 2016. The credit facility also contains two one-year extension options, subject to certain conditions. The credit facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to prior notice to the lender. In the event of a default, the lender has the right to terminate their obligations under the credit facility and to accelerate the payment on any unpaid principal amount of all outstanding loans.

The credit facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2013, the Company was in compliance with the financial covenants under the credit facility agreement.

Note 5 — Mortgage Notes Payable

The Company's mortgage notes payable as of September 30, 2013 and December 31, 2012 consisted of the following:

	Encumbered Properties	Outstanding Loan Amount				Effective Interest Rate		Interest Rate
Portfolio		September 30, 2013		December 31, 2012					Maturity
		(In thousands)		(In thousands)
McDonald's	1	$	1,227	$	1,228	4.1%	(1)	Fixed	Oct. 2017
Wickes Building Supplies I	1	3,141		—		3.7%	(1)	Fixed	May 2018
Everything Everywhere	1	6,456		—		4.0%	(1)	Fixed	Jun. 2018
Thames Water	1	9,684		—		4.1%	(1)	Fixed	Jul. 2018
Wickes Building Supplies II	1	2,663		—		4.2%	(1)	Fixed	Jul. 2018
Northern Rock	2	8,473		—		4.4%	(1)	Fixed	Sep. 2018
Total	7	$	31,644	$	1,228	4.1%

____________________

(1) Fixed as a result of entering into a swap agreement.

10

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The following table summarizes the scheduled aggregate principal payments on the mortgage notes payable subsequent to September 30, 2013 and thereafter:

(In thousands)	Future Principal Payments
October 1, 2013 — December 31, 2013	$	—
2014	—
2015	—
2016	—
2017	1,227
Thereafter	30,417
	$	31,644

Some of the Company's mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios.  As of September 30, 2013 and December 31, 2012, the Company was in compliance with financial covenants under its mortgage notes payable agreements.

Note 6 — Fair Value of Financial Instruments

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.

11

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
September 30, 2013
Foreign currency swaps	$	—	$	(1,795	)	$	—	$	(1,795	)
Interest rate swaps, net	$	—	$	240		$	—	$	240
December 31, 2012
Foreign currency swap	$	—	$	(33	)	$	—	$	(33	)
Interest rate swap	$	—	$	(20	)	$	—	$	(20	)

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2013.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, due from affiliates, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below.

		Carrying Amount at		Fair Value at		Carrying Amount at		Fair Value at
(In thousands)	Level	September 30, 2013		September 30, 2013		December 31, 2012		December 31, 2012
Mortgage notes payable	3	$	31,644	$	31,637	$	1,228	$	1,228

The fair value of the mortgage notes is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements.

Note 7 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. In addition, certain of the Company's foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company's cash receipts and payments in terms of the Company's functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar.

The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate or foreign currency risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

12

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company may use interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives have been used to hedge the variable cash flows with forecasted variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2013 and 2012, the Company recorded no hedge ineffectiveness in earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $0.3 million will be reclassified from other comprehensive income as an increase to interest expense.

As of September 30, 2013 and December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as a cash flow hedges of interest rate risk:

	September 30, 2013			December 31, 2012
Derivatives	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Interest rate swaps	6	$	31,644	1	$	1,228

Net Investment Hedges

The Company is exposed to fluctuations in foreign exchange rates on property investments it holds in foreign countries which pay rental income, property related expenses and hold debt instruments in foreign currencies. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable currency exchange rate for delivery of a specified amount of foreign currency on specified dates.

For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated.

As of September 30, 2013 and December 31, 2012, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

	September 30, 2013			December 31, 2012
Derivatives	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Foreign currency swaps (1)	6	$	31,773	1	$	1,357

____________________________________

(1) Payments and obligations pursuant to these foreign currency swap agreements are guaranteed by AR Capital, LLC, the entity that wholly owns the Sponsor.

13

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheets:

(In thousands)	Balance Sheet Location	September 30, 2013			December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative assets, at fair value	$	310		$	—
Interest rate swap	Derivative liabilities, at fair value	$	(70	)	$	(20	)
Foreign currency swaps	Derivative liabilities, at fair value	$	(1,795	)	$	(33	)

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2013. The Company did not have any interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2012.

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2013			September 30, 2013
Amount of loss recognized in accumulated other comprehensive income from derivatives (effective portion)	$	(1,993	)	$	(1,553	)
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)	$	(41	)	$	(51	)
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing)	$	—		$	—

Offsetting Derivatives Disclosure

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2013 and December 31, 2012. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets.

											Gross Amounts Not Offset on the Balance Sheet
Derivatives  (In thousands)	Gross Amounts of Recognized Assets		Gross Amounts of Recognized (Liabilities)			Gross Amounts Offset on the Balance Sheet		Net Amounts of Assets (Liabilities) presented on the Balance Sheet			Financial Instruments		Cash Collateral Received (Posted)		Net Amount
September 30, 2013	$	310	$	(1,865	)	$	—	$	(1,555	)	$	—	$	—	$	(1,555	)
December 31, 2012	$	—	$	(53	)	$	—	$	(53	)	$	—	$	—	$	(53	)

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contains a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligation.

As of September 30, 2013, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions.

14

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Note 8 — Common Stock

The Company had 8.8 million and 0.3 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP, and had received total proceeds of $86.3 million and $2.2 million as of September 30, 2013 and December 31, 2012, respectively.

On October 5, 2012, the Company's board of directors authorized and the Company declared, a distribution, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.0019452055 per day based on $10.00 price per share of common stock. The distributions began to accrue on November 28, 2012, 30 days following the Company's initial property acquisition. The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.

The Company has a Share Repurchase Program that enables stockholders to sell their shares to the Company. As of September 30, 2013, no shares of common stock had been repurchased or requested to be repurchased. The Company funds repurchases from proceeds from the sale of common stock.

Note 9 — Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of September 30, 2013, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

Note 10 —Related Party Transactions

As of September 30, 2013 and December 31, 2012, the Sponsor, the Special Limited Partner and a subsidiary of the Service Provider owned 244,444 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur costs and fees on behalf of the Company. As of September 30, 2013 and December 31, 2012, the Company had $0.4 million and $1.0 million, respectively, payable to affiliated entities, primarily related to funding the payment of third party professional fees and offering costs, net of expenses absorbed by the Advisor.

Fees Paid in Connection with the IPO

The Dealer Manager receives fees and compensation in connection with the sale of the Company's common stock. The Dealer Manager receives selling commissions of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager receives 3.0% of the per share purchase price from the sale of the Company's shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may re-allow its dealer-manager fee to participating broker-dealers. A participating broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer-manager fees) by such participating broker dealers, with 2.5% thereof paid at the time of the sale and 1.0% paid on each anniversary date of the closing of the sale to the fifth anniversary date of the closing of the sale. If this option is elected, the Dealer Manager's fee will be reduced to 2.5% (not including selling commissions and dealer manager fees). The following table details total selling commissions and dealer manager fees incurred from and payable to the Dealer Manager related to the sale of common stock as of and for the periods presented:

	Three Months Ended				Nine Months Ended				Payable as of
	September 30,				September 30,				September 30,		December 31,
(In thousands)	2013		2012		2013		2012		2013		2012
Total commissions and fees from Dealer Manager	$	3,186	$	—	$	7,807	$	—	$	35	$	—

15

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The Advisor and its affiliates receive compensation and reimbursement for services relating to the IPO. Effective March 1, 2013, the Company began utilizing transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying consolidated balance sheets. The following table details fees and offering cost reimbursements incurred from and payable to the Advisor and Dealer Manager related to the sale of common stock as of and for the periods presented:

	Three Months Ended				Nine Months Ended				Payable as of
	September 30,				September 30,				September 30,		December 31,
(In thousands)	2013		2012		2013		2012		2013		2012
Fees and expense reimbursements from the Advisor and Dealer Manager	$	488	$	221	$	998	$	710	$	108	$	930

The Company is responsible for offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of common stock, measured at the end of the offering. Offering costs in excess of the 1.5% cap as of the end of the offering are the Advisor's responsibility. As of September 30, 2013, offering and related costs, excluding commissions and dealer manager fees, exceeded 1.5% of gross proceeds received from the IPO by $3.1 million.

After the escrow break, the Advisor elected to cap cumulative offering costs incurred by the Company, net of unpaid amounts, to 15% of gross common stock proceeds during the offering period. As of September 30, 2013, cumulative offering costs were $12.2 million. Cumulative offering costs net of unpaid amounts, were less than the 15% threshold as of September 30, 2013.

Fees Paid in Connection With the Operations of the Company

The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. Solely with respect to investment activities in Europe, the Service Provider is paid 50% of the acquisition fees and the Advisor receives the remaining 50%, as set forth in the service provider agreement. The Advisor is also reimbursed for insourced expenses incurred in the process of acquiring properties, which are fixed initially at 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company will pay third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the total of all acquisition fees and acquisition expenses (including any financing coordination fee) will not exceed 4.5% of the aggregate contract purchase price of the Company's portfolio or 4.5% of the amount advanced for all loans or other investments.

If the Company's Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company pays the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. Solely with respect to our investment activities in Europe, the Service Provider is paid 50% of the financing coordination fees and the Advisor receives the remaining 50%, as set forth in the service provider agreement. Such fees will be deducted from fees payable to the Advisor, pursuant to the service provider agreement.

Prior to January 1, 2013, the Company paid the Advisor a monthly fee equal to one-twelfth of 0.75% of the cost of investment portfolio assets (costs include the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excluded acquisition fees). All or a portion of the asset management fee may have been waived or deferred at the sole discretion of our board of directors (a) to the extent that FFO, as adjusted, during the 6 months ending on the last day of the calendar quarter immediately preceding the date that such asset management fee is payable, is less than the distributions declared with respect to such six month period or (b) for any other reason.

16

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Effective January 1, 2013, the following were eliminated: (i) the reduction of the asset management fee to the extent, if any, that the Company's funds from operations, as adjusted, during the six months ending on the last calendar quarter immediately preceding the date the asset management fee was payable was less than the distributions declared with respect to such six month period and (ii) the payment of asset management fees in cash, shares or restricted stock grants, or any combination thereof to the Advisor. Instead, the Company expects to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B units," which are intended to be profits interests and will vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Such Class B units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met.

The number of Class B units to be issued will be based on: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter. When and if approved by the board of directors, the Class B units are expected to be issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. Pursuant to the service provider agreement 50.0% of the Class B units will be assigned to the Service Provider, solely with respect to the Company's foreign investment strategy in Europe. As of September 30, 2013, the Company did not consider achievement of the performance condition to be probable. The value of issued Class B units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor will receive distributions on unvested Class B units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B units will be expensed in the consolidated statement of operations until the performance condition is considered probable to occur. During the three and nine months ended September 30, 2013, the board of directors approved the issuance of 4,646 and 5,218 Class B Units, respectively, to the Advisor in connection with this agreement.

If the Property Manager or an affiliate provides property management and leasing services for properties owned by the Company, the Company pays fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed.

For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed.

Solely with respect to our investment activities in Europe, the Service Provider or other entity providing property management services with respect to such investments is paid: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager receives 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider or an affiliated entity providing European property management services. Such fees are deducted from fees payable to the Advisor, pursuant to the service provider agreement.

Effective March 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees are amortized over approximately 26 months, the estimated remaining term of the IPO as of the date of the agreement, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss.

17

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented:

	Three Months Ended September 30,								Nine Months Ended September 30,								Payable as of
	2013				2012				2013				2012				September 30,		December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		2013		2012
One-time fees and reimbursements:
Acquisition fees and related cost reimbursements	$	958	$	—	$	—	$	—	$	1,253	$	—	$	—	$	—	$	256	$	—
Financing coordination fees	524		—		—		—		593		—		—		—		80		—
Ongoing fees:
Property management and leasing fees	18		5		—		—		23		6		—		—		6		1
Strategic advisory fees	107		—		—		—		251		—		—		—		—		—
Distributions on Class B Units	1		—		—		—		1		—		—		—		—		—
Total related party operational fees and reimbursements	$	1,608	$	5	$	—	$	—	$	2,121	$	6	$	—	$	—	$	342	$	1

The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company does not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the three and nine months ended September 30, 2013 and 2012.

The Company pays the Advisor an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeds 6.0% per annum, the Advisor is entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year (which will take into account distributions and realized appreciation). This fee is payable only upon the sale of assets, distributions or other events which results in our return on stockholders' capital exceeding 6.0% per annum. Solely with respect to our investment activities in Europe, the Service Provider will be paid 50.0% of the annual subordinated performance fee payable in respect of such investments, and the Advisor or its affiliates will receive the remaining 50%, as set forth in the service provider agreement. No such amounts had been incurred during the three and nine months ended September 30, 2013 and 2012.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may waive certain fees including asset management and property management fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs or property operating expenses. These absorbed costs are presented net in the accompanying consolidated statements of operations and comprehensive loss. The following table details property operating and general and administrative expenses absorbed by the Advisor during the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2013		2012		2013		2012
Property operating expenses absorbed	$	—	$	—	$	4	$	—
General and administrative expenses absorbed	357		—		833		—
Total expenses absorbed (1)	$	357	$	—	$	837	$	—

____________________________

(1) The Company had a receivable from the Advisor related to absorbed costs of $0.7 million and $0.1 million as of September 30, 2013 and December 31, 2012, respectively.

18

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets

The Company pays a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such amounts have been incurred during the three and nine months ended September 30, 2013 and 2012.

If the Company is not simultaneously listed on an exchange, the Company will pay a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of an annual 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors. The Company cannot assure that it will provide this 6.0% return but the Advisor will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 6.0% cumulative non-compounded return on their capital contributions. No such amounts have been incurred during the three and nine months ended September 30, 2013 and 2012.

The Company will pay a subordinated incentive listing distribution of 15.0%, payable in the form of a promissory note, of the amount by which the market value of all issued and outstanding shares of the Company's common stock plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Company cannot assure that it will provide this 6.0% return but the Advisor will not be entitled to the subordinated incentive listing fee unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions. No such fees have been incurred during the three and nine months ended September 30, 2013 and 2012. Neither the Advisor nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated listing distribution.

Solely with respect to the Company's properties in Europe, the Service Provider has the right to be paid up to 50% of subordinated participation in the net sales proceeds of the sale of real estate assets and 50% of subordinated incentive listing distribution relating to such properties. No such fees have been incurred during the three and nine months ended September 30, 2013 and 2012.

Upon termination or non-renewal of the advisory agreement, the Advisor will receive distributions from the OP payable in the form of a promissory note. In addition, the Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

Note 11 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common ownership with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Note 12 — Share-Based Compensation

Stock Option Plan

 The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan during the IPO will be $9.00, until the later of the end of the escrow period or the Company's first property acquisition, and thereafter through the termination of the IPO, based on NAV, and thereafter the exercise price for stock options granted to the independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2013 and December 31, 2012, no stock options were issued under the Plan.

19

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The fair market value of any shares of restricted stock granted under our restricted share plan, together with the total amount of acquisition fees, acquisition expense reimbursements, asset management fees, financing coordination fees, disposition fees and subordinated distributions by the operating partnership payable to the Advisor (or its assignees), shall not exceed (a) 6% of all properties' aggregate gross contract purchase price, (b) as determined annually, the greater, in the aggregate, of 2% of average invested assets and 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period, (c) disposition fees, if any, of up to 3% of the contract sales price of all properties that we sell and (d) 15% of remaining net sales proceeds after return of capital contributions plus payment to investors of a 6% cumulative, pre-tax, non-compounded return on the capital contributed by investors. Additionally, the total number of shares of common stock granted under the RSP shall not exceed 5.0% of the Company's authorized shares of common stock pursuant to the IPO and in any event will not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares.  The following table reflects restricted share award activity for the nine months ended September 30, 2013:

	Number of Restricted Shares		Weighted-Average Issue Price
Unvested, December 31, 2012	9,000		$	9.00
Granted	9,000		9.00
Vested	(1,800	)	9.00
Unvested, September 30, 2013	16,200		$	9.00

The fair value of the restricted shares is being expensed over the vesting period of five years. Compensation expense related to restricted stock was approximately $8,000 and $16,000 during the three and nine months ended September 30, 2013, respectively, and is recorded as general and administrative expense in the accompanying statements of operations. There was $4,000 and $7,000 of compensation expense related to restricted stock during the three and nine months ended September 30, 2012, respectively.

Other Share-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of common stock issued in lieu of cash during the three and nine months ended September 30, 2013 or 2012.

20

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Note 13 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net loss (in thousands)	$	(3,090	)	$	(93	)	$	(4,386	)	$	(157	)
Basic and diluted weighted average shares outstanding	7,023,704			22,222			3,430,215			22,222
Basic and diluted net loss per share	$	(0.44	)	NM			$	(1.28	)		NM

__________________________

NM - not meaningful

The Company had the following common share equivalents as of September 30, 2013 and 2012, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive:

	September 30,
	2013	2012
Unvested restricted stock	16,200	9,000
OP Units	22	22
Class B units	5,218	—
Total common share equivalents	21,440	9,022

Note 14 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except for the following transactions:

Sales of Common Stock

As of October 31, 2013, the Company had 10.1 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP. Total gross proceeds, net of repurchases, from these issuances were $99.3 million, including proceeds from shares issued under the DRIP. As of October 31, 2013, the aggregate value of all share issuances was$101.1 million based on a per share value of $10.00 (or $9.50 per share for shares issued under the DRIP).

Total capital raised to date, including shares issued under the DRIP, is as follows:

Source of Capital (in thousands)	Inception to September 30, 2013		October 1, 2013 to October 31, 2013		Total
Common stock	$	86,250	$	13,065	$	99,315

21

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Acquisitions

The following table presents certain information about the properties that the Company acquired from October, 1 2013 to November 8, 2013:

	Number of Properties	Rentable Square Feet	Base Purchase Price (1)
			(In thousands)
Total portfolio, September 30, 2013	9	458,523	$	83,296
Acquisitions	1	28,500	6,067
Total portfolio, November 8, 2013	10	487,023	$	89,363

________________________

(1)    Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of American Realty Capital Global Trust, Inc. and the notes thereto. As used herein, the terms "Company," "we," "our" and "us" refer to American Realty Capital Global Trust, Inc., a Maryland corporation, including, as required by context, to American Realty Capital Global Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and to its subsidiaries. The Company is externally managed by American Realty Capital Global Advisors, LLC (our "Advisor"), a Delaware limited liability company.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

• We have a limited operating history and the Advisor has limited experience operating a public company. This inexperience makes our future performance difficult to predict.

• All of our executive officers are also officers, managers and/or holders of a direct or indirect controlling interest in our Advisor, our dealer manager, Realty Capital Securities, LLC (the "Dealer Manager") and other American Realty Capital affiliated entities. As a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by American Realty Capital affiliates and conflicts in allocating time among these investment programs and us. These conflicts could result in unanticipated actions.

• Because investment opportunities that are suitable for us may also be suitable for other American Realty Capital advised investment programs, our Advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders.

• Commencing with the filing of our second quarterly financial filing pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following our acquisition of at least $1.2 billion in total portfolio assets, the purchase price and repurchase price for our shares will be based on our net asset value ("NAV") rather than a public trading market. Our published NAV may not accurately reflect the value of our assets. No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid.

• If we and our Advisor are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions.

• Our initial public offering of common stock (the "IPO"), which commenced on April 20, 2012, is a blind pool offering and you may not have the opportunity to evaluate our investments before you make your purchase of our common stock, thus making your investment more speculative.

• If we raise substantially less than the maximum offering in our IPO, we may not be able to invest in a diversified portfolio of real estate assets and the value of an investment in us may vary more widely with the performance of specific assets.

• We may be unable to pay or maintain cash distributions or increase distributions over time.

• We are obligated to pay substantial fees to our Advisor and its affiliates.

• We will depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants.

• Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

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• Our organizational documents permit us to pay distributions from unlimited amounts of any source. Until substantially all the proceeds from our IPO are invested, we may use proceeds from our IPO and financings to fund distributions until we have sufficient cash flow. There are no established limits on the amounts of net proceeds and borrowings that we may use to fund such distribution payments.

• Any of these distributions may reduce the amount of capital we ultimately invest in properties and other permitted investments and negatively impact the value of your investment.

• We may not generate cash flows sufficient to pay our distributions to stockholders, as such we may be forced to incur additional debt, borrow at higher rates or depend on our Advisor to waive reimbursement of certain expenses and fees to fund our operations.

• We are subject to risks associated with the significant dislocations and liquidity disruptions that have recently occurred in the credit markets of the United States of America and Europe.

• We may fail to qualify, or continue to qualify, to be treated as a real estate investment trust ("REIT") for U.S. federal income tax purposes, which would result in higher taxes, may adversely affect operations and would reduce our NAV and cash available for distributions.

• We may be deemed to be an investment company under the Investment Company Act of 1940, as amended, and thus subject to regulation under the Investment Company Act of 1940, as amended.

• As of September 30, 2013, we only owned nine properties, which exposes us to risks due to a lack of tenant and geographic diversity.

Overview

We were incorporated on July 13, 2011, as a Maryland corporation that intends to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. On April 20, 2012, we commenced our IPO on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-177563) (the "Registration Statement") filed with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 25.0 million shares of common stock pursuant to a distribution reinvestment plan (the "DRIP") under which our common stockholders may elect to have their distributions reinvested in additional shares of our common stock.

On October 24, 2012, we received and accepted subscriptions in excess of the minimum offering amount of $2.0 million in shares, broke escrow and issued shares of common stock to initial investors who were admitted as stockholders. As of September 30, 2013, we had 8.8 million shares of stock outstanding, including unvested restricted shares and had received total gross proceeds from the IPO of $86.3 million, including shares issued under the DRIP. As of September 30, 2013, the aggregate value of all the common stock outstanding was $87.9 million based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP). Until the filing of our second quarterly financial filing with the SEC, pursuant to the Exchange Act, following our acquisition of at least $1.2 billion in total investment portfolio assets (the "NAV pricing date"), the per share purchase price in the IPO will be up to $10.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be initially equal to $9.50 per share, which is 95% of the initial offering price in the IPO. Thereafter, the per share purchase price will vary quarterly and will be equal to the NAV per share plus applicable commissions and fees, and the per share purchase price of the DRIP will be equal to the NAV per share.

We were formed to primarily acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. Our primary geographic target will be the United States, although up to 40% of our portfolio may consist of properties purchased in Europe and up to an additional 10% may consist of properties purchased elsewhere internationally. All such properties may be acquired and operated by us alone or jointly with another party. We may also originate or acquire first mortgage loans secured by real estate. We purchased our first property and commenced active operations in October 2012. As of September 30, 2013, we owned nine properties consisting of 0.5 million rentable square feet, which were 100% leased, with a remaining lease term of 10.7 years.

Substantially all of our business is conducted through the OP. We are the sole general partner and hold substantially all of the units of limited partner interests in the OP ("OP units"). American Realty Capital Global Special Limited Partner, LLC (the "Special Limited Partner"), an entity wholly owned by AR Capital Global Holdings, LLC (the "Sponsor"), contributed $200 to the OP in exchange for 22 OP units, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

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We have no employees. The Advisor is our affiliated advisor, which has been retained to manage our affairs on a day-to-day basis. The properties are managed and leased by American Realty Capital Global Properties, LLC (the "Property Manager"). The Dealer Manager serves as the dealer manager of the IPO. The Advisor, Property Manager and Dealer Manager are affiliates of the Sponsor and Special Limited Partner. These related parties have received or will receive compensation and fees for services related to the IPO and for the investment and management of our assets. These entities receive fees during the offering, acquisition, operational and liquidation stages. The Advisor and Property Manager have entered into a service provider agreement with a third party, Moor Park Capital Partners LLP (the "Service Provider"), pursuant to which the Service Provider has agreed to provide, subject to the Advisor's and Property Manager's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to our properties in Europe. Pursuant to the service provider agreements, 50% of the fees payable by us to the Advisor and a percentage of the fees paid to the Property Manager will be assigned to the Service Provider, solely with respect to our foreign investment strategy in Europe. Such fees will be deducted from fees paid to the Advisor.

Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with our IPO. Offering costs (other than selling commissions and the dealer manager fees) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on our behalf. These costs include but are not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. We are obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on our behalf, provided that the Advisor is obligated to reimburse us to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by us in our offering exceed 1.5% of gross offering proceeds in the IPO. As a result, these costs are only our liability to the extent aggregate selling commissions, the dealer manager fee and other organization and offering costs do not exceed 11.5% of the gross proceeds determined at the end of the IPO.

Revenue Recognition

Our revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. We defer the revenue related to lease payments received from tenants in advance of their due dates.

We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, we record an increase in our allowance for uncollectible accounts or record a direct write-off of the receivable in our consolidated statements of operations.

Investments in Real Estate

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

25

We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in real estate, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. We are required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the statement of operations at fair value for all periods presented. Properties that are intended to be sold are to be designated as "held for sale" on the balance sheet.

Long-lived assets are carried at cost and evaluated for impairment when events or changes in circumstances indicate such an evaluation is warranted or when they are designated as held for sale. Valuation of real estate is considered a "critical accounting estimate" because the evaluation of impairment and the determination of fair values involve a number of management assumptions relating to future economic events that could materially affect the determination of the ultimate value, and therefore, the carrying amounts of our real estate. Additionally, decisions regarding when a property should be classified as held for sale are also highly subjective and require significant management judgment.

Events or changes in circumstances that could cause an evaluation for impairment include the following:

• a significant decrease in the market price of a long-lived asset;

• a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;

• a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator;

• an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; and

• a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset.

We review our portfolio on an ongoing basis to evaluate the existence of any of the aforementioned events or changes in circumstances that would require us to test for recoverability. In general, our review of recoverability is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value expected, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. We are required to make subjective assessments as to whether there are impairments in the values of our investments in real estate. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income.

Purchase Price Allocation

We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third-parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable.

The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by us in our analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 12 months. We also estimate costs to execute similar leases including leasing commissions, legal and other related expenses.

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Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease.  The capitalized below-market lease values are amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, we initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option.  The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

The aggregate value of intangible assets related to customer relationship is measured based on our evaluation of the specific characteristics of each tenant's lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals, among other factors.

The value of in-place leases is amortized to expense over the initial term of the respective leases, which ranges from nine to 14 years. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Derivative Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

We record all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  We may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on our consolidated financial position, results of operations or cash flows.

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In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial position, results of operations or cash flows.

In March 2013, the FASB issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial position, results of operations or cash flows.

Properties

The Company acquires and operates commercial properties.  All such properties may be acquired and operated by the Company alone or jointly with another party.  The Company's portfolio of real estate properties was comprised of the following properties as of September 30, 2013:

Portfolio	Acquisition Date	Country	Number of Properties	Square Feet	Remaining Lease Term (1)	Base Purchase Price (2)
						(In thousands)
McDonald's	Oct. 2012	UK	1	9,094	10.5	$	2,566
Wickes Building Supplies I	May 2013	UK	1	29,679	11.0	6,058
Everything Everywhere	Jun. 2013	UK	1	64,832	13.8	12,365
Thames Water	Jul. 2013	UK	1	78,650	8.9	18,233
Wickes Building Supplies II	Jul. 2013	UK	1	28,758	13.2	5,054
PPD Global Labs	Aug. 2013	US	1	73,220	11.3	9,283
Northern Rock	Sep. 2013	UK	2	86,290	9.9	16,322
Kulicke & Soffa	Sep. 2013	US	1	88,000	10.0	13,415
Portfolio, September 30, 2013			9	458,523	10.7	$	83,296

_____________________

(1) Remaining lease term in years as of September 30, 2013.

(2) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase, where applicable.

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Results of Operations

We purchased our first property and commenced our real estate operations in October 2012, and as such our results of operations for the three and nine months ended September 30, 2013 as compared to the three and nine months ended September 30, 2012 reflect significant increases in most categories.

Comparison of Three Months EndedSeptember 30, 2013 to Three Months EndedSeptember 30, 2012

Rental Income

Rental income for the three months ended September 30, 2013 was $1.2 million. Rental income was driven by our acquisition of nine properties since October 2012, for an aggregate base purchase price of $83.3 million, as of the respective acquisition dates, which are 100% leased. We did not own any properties and therefore had no rental income for the three months ended September 30, 2012.

Operating Expense Reimbursements

Operating expense reimbursements were $11,000 for the three months ended September 30, 2013. Pursuant to many of our lease agreements, tenants are required to pay property operating expenses, in addition to base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. The operating expense reimbursement primarily reflects insurance expense incurred by us and reimbursed by the tenant. We did not own any properties and therefore had no operating expense reimbursement for the three months ended September 30, 2012.

Property Operating Expense

Property operating expense was $14,000 for the three months ended September 30, 2013. These costs relate to the costs associated with maintaining insurance on our properties, which is incurred by us and is reimbursable by the tenants. We did not own any properties and therefore did not incur any property operating expenses during the three months ended September 30, 2012.

Operating Fees to Affiliate

Our Advisor is entitled to asset management fees in connection with providing asset management services. Effective January 1, 2013, the payment of asset management fees in cash, shares or restricted stock grants, or any combination thereof to the Advisor was eliminated. Instead we will issue (if approved by the board of directors) to the Advisor Class B Units, which will be forfeited unless certain conditions are met. During the three months ended September 30, 2013, the board of directors approved the issuance of 4,646 Class B Units to the Advisor. We did not own any properties and therefore had no asset management fees for the three months ended September 30, 2012.

Our Property Manager is entitled to fees for the management of our properties. Property management fees are calculated as a percentage of gross revenues. During the three months ended September 30, 2013, we incurred $18,000 in fees related to services for the management of our properties. The Property Manager elected to waive its portion of the property management fees for the three months ended September 30, 2013. Had these fees not been waived, we would have incurred property management fees of $23,000 for the three months ended September 30, 2013. We did not own any properties and therefore had no operating fees to affiliates for the three months ended September 30, 2012.

Acquisition and Transaction Related Costs

Acquisition and transaction related costs for the three months ended September 30, 2013 of $3.3 million were related to the purchase of six properties with an aggregate base purchase price of $62.3 million, as of the respective acquisition dates. We did not own any properties and therefore had no acquisition and transaction related costs for the three months ended September 30, 2012.

General and Administrative Expense

General and administrative expense of $19,000 and $0.1 million for the three months ended September 30, 2013 and 2012, respectively, primarily included board member compensation, directors and officers liability insurance, taxes on international operations and professional fees. General and administrative expense increased $0.3 million for the three months ended September 30, 2013; however this increase was offset by the Advisor's election to absorb $0.4 million of such expense. No such expenses were absorbed by the Advisor for the three months ended September 30, 2012.

Depreciation and Amortization Expense

Depreciation and amortization expense of $0.7 million for the three months ended September 30, 2013 related to our acquisition of nine properties since October 2012 with an aggregate base purchase price of $83.3 million, as of the respective acquisition dates. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over the estimated useful lives. We did not own any properties and therefore had no depreciation and amortization expense for the three months ended September 30, 2012.

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Interest Expense

Interest expense of $0.3 million for the three months ended September 30, 2013 related to our mortgage notes payable of $31.6 million with an effective interest rate of 4.1%, which was used to fund a portion of our properties purchased. We did not own any properties and therefore had no interest expense for the three months ended September 30, 2012.

Gains on Foreign Currency

Gains on foreign currency for the three months ended September 30, 2013 of $17,000 reflect the effect of changes in foreign currency exchange rates, primarily between the time deposits related to acquisitions were made and the time the related transactions were consummated.

Comparison of Nine Months EndedSeptember 30, 2013 to Nine Months EndedSeptember 30, 2012

Rental Income

Rental income for the nine months ended September 30, 2013 was $1.5 million. Rental income was driven by our acquisition of nine properties since October 2012, for an aggregate base purchase price of $83.3 million, as of the respective acquisition dates, which are 100% leased. We did not own any properties and therefore had no rental income for the nine months ended September 30, 2012.

Operating Expense Reimbursements

Operating expense reimbursements were $14,000 for the nine months ended September 30, 2013. Pursuant to many of our lease agreements, tenants are required to pay property operating expenses, in addition to base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. The operating expense reimbursement primarily reflects insurance expense incurred by us and reimbursed by the tenant. We did not own any properties and therefore had no operating expense reimbursement for the nine months ended September 30, 2012.

Property Operating Expense

Property operating expense was $14,000 for the nine months ended September 30, 2013. These costs primarily relate to the costs associated with maintaining insurance on our properties, which is incurred by us and is reimbursable by the tenants. Property operating expense of $4,000 was absorbed by our Advisor during the nine months ended September 30, 2013. We did not own any properties and therefore had no property operating expenses incurred or absorbed for the nine months ended September 30, 2012.

Operating Fees to Affiliate

Our Advisor is entitled to asset management fees in connection with providing asset management services. Effective January 1, 2013, the payment of asset management fees in cash, shares or restricted stock grants, or any combination thereof to the Advisor was eliminated. Instead we will issue (if approved by the board of directors) to the Advisor Class B Units, which will be forfeited unless certain conditions are met. During the nine months ended September 30, 2013, the board of directors approved the issuance of 5,218 Class B Units to the Advisor. We did not own any properties and therefore had no asset management fees for the nine months ended September 30, 2012.

Our Property Manager is entitled to fees for the management of our properties. Property management fees are calculated as a percentage of gross revenues. During the nine months ended September 30, 2013, we incurred $23,000 in fees related to services for the management of our properties. The Property Manager elected to waive a portion of the property management fees for the nine months ended September 30, 2013. Had these fees not been waived, we would have incurred property management fees of $29,000 for the nine months ended September 30, 2013. We did not own any properties and therefore had no operating fees to affiliates for the nine months ended September 30, 2012.

Acquisition and Transaction Related Costs

Acquisition and transaction related costs for the nine months ended September 30, 2013 of $4.6 million were related to the purchase of eight properties with an aggregate base purchase price of $80.7 million, as of the respective acquisition dates. We did not own any properties and therefore had no acquisition and transaction related costs for the nine months ended September 30, 2012.

General and Administrative Expense

General and administrative expense of $34,000 and $0.2 million for the nine months ended September 30, 2013 and 2012, respectively, primarily included board member compensation, directors and officers liability insurance, taxes on international operations and professional fees. General and administrative expense increased $0.7 million for the nine months ended September 30, 2013; however this increase was offset by the Advisor's election to absorb $0.8 million of such expense. No such expenses were absorbed by the Advisor for the nine months ended September 30, 2012.

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Depreciation and Amortization Expense

Depreciation and amortization expense of $0.8 million for the nine months ended September 30, 2013, related to our acquisition of nine properties since October 2012, with an aggregate base purchase price of $83.3 million, as of the respective acquisition dates. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over the estimated useful lives. We did not own any properties and therefore had no depreciation and amortization expense for the nine months ended September 30, 2012.

Interest Expense

Interest expense of $0.4 million for the nine months ended September 30, 2013 related to our mortgage notes payable of $31.6 million with an effective interest rate of 4.1%, which was used to fund a portion of our properties purchased. We did not own any properties and therefore had no interest expense for the nine months ended September 30, 2012.

Gains on Foreign Currency

Gains on foreign currency during the nine months ended September 30, 2013 of $35,000 reflect the effect of changes in foreign currency exchange rates, primarily between the time deposits related to acquisitions were made and the time the related transactions were consummated.

Cash Flows for the Nine Months EndedSeptember 30, 2013

During the nine months ended September 30, 2013, net cash used in operating activities was $2.4 million. The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled payments. Cash flows used in operating activities during the nine months ended September 30, 2013 included $4.6 million of acquisition and transaction related costs. Cash outflows included a net loss adjusted for non-cash items of $3.4 million (net loss of $4.4 million adjusted for non-cash items including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs and share based compensation of $1.0 million) and an increase in prepaid expenses of $0.7 million primarily related to prepaid professional fees. These cash outflows were partially offset by an increase in accounts payable and accrued expenses of $0.9 million related to professional fees and interest payable and an increase in deferred rent of $0.9 million.

Net cash used in investing activities during the nine months ended September 30, 2013 of $53.6 million, primarily related to our acquisition of eight properties with an aggregate base purchase price of $83.5 million, were was partially funded with mortgage notes payable of $30.4 million. Net cash used in investing activities also includes a deposit of $0.5 million on a potential future acquisition.

Net cash provided by financing activities of $68.9 million during the nine months ended September 30, 2013 related to proceeds, net of receivables, from the issuance of common stock of $83.0 million, partially offset by payments related to offering costs of $10.9 million, payments of deferred financing costs of $1.8 million, distributions to stockholders of $0.8 million and net advances from affiliates of $0.6 million.

Cash Flows for the Nine Months EndedSeptember 30, 2012

During the nine months ended September 30, 2012, net cash used in operating activities was $0.2 million, primarily due to a net loss of $0.2 million.

Net cash provided by financing activities of $0.2 million during the nine months ended September 30, 2012, consisted primarily of proceeds from affiliates of $0.6 million which was partially offset of by payments related to offering costs of $0.4 million.

Liquidity and Capital Resources

We are offering and selling to the public in our IPO up to 150.0 million shares of our common stock, $0.01 par value per share, until the NAV pricing date, at $10.00 per share (including the maximum allowed to be charged for commissions and fees). We are also offering up to 25.0 million shares of our common stock to be issued pursuant to our DRIP under which our stockholders may elect to have distributions reinvested in additional shares. Commencing with the NAV pricing date, the per share purchase price in the IPO will vary quarterly and will be equal to the NAV per share plus applicable commissions and fees, and the per share purchase price in the DRIP will be equal to NAV per share.

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In October 2012, we had raised proceeds sufficient to break escrow in connection with our IPO. We received and accepted aggregate subscriptions in excess of the $2.0 million minimum and issued shares of common stock to our initial investors who were simultaneously admitted as stockholders. We expect to continue to raise capital through the sale of our common stock and to utilize the net proceeds from the sale of our common stock and proceeds from secured financings to complete future property acquisitions. We purchased our first property and commenced our real estate operation in October 2012. As of September 30, 2013, we owned nine properties with an aggregate base purchase price of $83.5 million. As of September 30, 2013, we had 8.8 million shares of common stock outstanding, including unvested restricted shares from total gross proceeds of $86.3 million, including shares issued under the DRIP.

As of September 30, 2013, we had cash of $14.6 million. Our principal demands for cash will be for acquisition costs, including the purchase price of any properties, loans and securities we acquire, improvement costs, the payment of our operating and administrative expenses, continuing debt service obligations and distributions to our stockholders. Management expects that in the future, as our portfolio matures, our properties will cover operating expenses and the payment of our monthly distribution.

Generally, we will fund our acquisitions from the net proceeds of our offering. We intend to acquire our assets with cash and mortgage or other debt, but we also may acquire assets free and clear of permanent mortgage or other indebtedness by paying the entire purchase price for the asset in cash or in units of limited partnership interest in our operating partnership. Other potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from public and private offerings, proceeds from the sale of properties and undistributed funds from operations. On July 25, 2013, we entered into a credit agreement, which allows for total borrowings of up to $50.0 million. The credit facility contains an “accordion feature” to allow us, under certain circumstances, to increase the aggregate borrowings under the credit facility to up to $750.0 million through additional commitments. The initial maturity date of the credit facility is July 25, 2016. The credit facility also contains two one-year extension options, subject to certain conditions.

We expect to use debt financing as a source of capital. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total "net assets" (as defined by the North American Securities Administrators Association Statement of Policy Regarding Real Estate Investment Trusts (the "NASAA REIT Guidelines") as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for exceeding such limit. This charter limitation, however, does not apply to individual real estate assets or investments. In addition, it is currently our intention to limit our aggregate borrowings to 45% of the aggregate fair market value of our assets (calculated after the close of our offering and once we have invested substantially all the proceeds of our offering), unless borrowing a greater amount is approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for borrowing such a greater amount. This limitation, however, will not apply to individual real estate assets or investments. At the date of acquisition of each asset, we anticipate that the cost of investment for such asset will be substantially similar to its fair market value, which will enable us to satisfy our requirements under the NASAA REIT Guidelines. However, subsequent events, including changes in the fair market value of our assets, could result in our exceeding these limits. As of September 30, 2013, we had secured mortgage notes payable of $31.6 million. Our secured debt leverage ratio was 38.0% (total secured debt as a percentage of total real estate investments on the date of acquisition) as of September 30, 2013.

We intend to maintain the following percentage of the overall value of our portfolio in liquid assets that can be liquidated more readily than properties: 5% of our NAV in excess of $1 billion. However, our stockholders should not expect that we will maintain liquid assets at or above these levels. To the extent that we maintain borrowing capacity under a line of credit, such available amount will be included in calculating our liquid assets. The Advisor will consider various factors in determining the amount of liquid assets we should maintain, including but not limited to our receipt of proceeds from sales of additional shares, our cash flow from operations, available borrowing capacity under a line of credit, if any, our receipt of proceeds from any asset sale, and the use of cash to fund repurchases. The board of directors will review the amount and sources of liquid assets on a quarterly basis.

Our board of directors has adopted a share repurchase plan that enables our stockholders to sell their shares to us under limited circumstances. At the time a stockholder requests a repurchase, we may, subject to certain conditions, repurchase the shares presented for repurchase for cash to the extent we have sufficient funds available to fund such purchase. Since the inception of the Company, no shares of common stock have been repurchased or requested to be repurchased.

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Acquisitions

Our Advisor evaluates potential acquisitions of real estate and real estate related assets and engages in negotiations with sellers and borrowers on our behalf. Investors should be aware that after a purchase contract is executed that contains specific terms the property will not be purchased until the successful completion of due diligence and negotiation of final binding agreements. During this period, we may decide to temporarily invest any unused proceeds from common stock offerings in certain investments that could yield lower returns than the properties. These lower returns may affect our ability to make distributions.

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under accounting principles generally accepted in the United States ("GAAP").

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and asset impairment writedowns, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT's policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Additionally, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indicators exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated undiscounted future cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.

Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization and impairments, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO and modified funds from operations ("MFFO"), as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.

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Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT's definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. Management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start up entities also may experience significant acquisition activity during their initial years, we believe that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases. As disclosed in the prospectus for our offering (the "Prospectus"), we will use the proceeds raised in the offering to acquire properties, and intend to begin the process of achieving a liquidity event (i.e., listing of our common stock on a national exchange, a merger or sale or another similar transaction) within three to five years of the completion of the offering. Thus, we will not continuously purchase assets and will have a limited life. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association ("IPA"), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT having the characteristics described above. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that, because MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring our properties and once our portfolio is in place. By providing MFFO, we believe it is presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our IPO has been completed and our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance after our IPO and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of our operating performance after our offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on our operating performance during the periods in which properties are acquired.

We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations ("Practice Guideline") issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we are responsible for managing interest rate, hedge and foreign exchange risk, we do retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of ongoing operations.

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Our MFFO calculation complies with the IPA's Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, amortization of above and below market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to non-controlling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to investors. All paid and accrued acquisition fees and expenses negatively impact our operating performance during the period in which properties are acquired and will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. MFFO that excludes such costs and expenses would only be comparable to that of non-listed REITs that have completed their acquisition activities and have similar operating characteristics as us. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments of derivatives as items which are unrealized and may not ultimately be realized. We view both gains and losses from dispositions of assets and fair value adjustments of derivatives as items which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. As disclosed elsewhere in the Prospectus, the purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. Acquisition fees and expenses will not be reimbursed by our Advisor if there are no further proceeds from the sale of shares in our offering, and therefore such fees and expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows.

Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. For example, acquisitions costs are funded from the proceeds of our IPO and other financing sources and not from operations. By excluding expensed acquisition costs, the use of MFFO provides information consistent with management's analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. MFFO has limitations as a performance measure in an offering such as ours where the price of a share of common stock is a stated value and there is no net asset value determination during the offering stage and for a period thereafter. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO or MFFO.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

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The table below reflects the items deducted or added to net loss in our calculation of FFO and MFFO for the periods indicated:

	Three Months Ended									Nine Months Ended
(In thousands)	March 31, 2013			June 30, 2013			September 30, 2013			September 30, 2013
Net loss (in accordance with GAAP)	$	(2	)	$	(1,294	)	$	(3,090	)	$	(4,386	)
Depreciation and amortization	30			124			684			838
FFO	28			(1,170		)	(2,406		)	(3,548		)
Acquisition fees and expenses (1)	—			1,320			3,256			4,576
Amortization of above or accretion of below market leases (2)	12			13			(4		)	21
Straight-line rent (3)	—			—			(55		)	(55		)
Gains on foreign currency (4)	—			(18		)	(17		)	(35		)
MFFO	$	40		$	145		$	774		$	959

_________________

(1) In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management's analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our Advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property.

(2) Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate.

(3) Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management's analysis of operating performance.

(4) Represents components of net loss primarily resulting from the changes in exchange rates related to the time deposits on acquisitions are made and the related acquisition is consummated. We have excluded these changes in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance.

Distributions

On October 5, 2012, our board of directors authorized, and we declared, a distribution, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.0019452055 per day, based on a price of $10.00 per share of common stock. Our distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month.

The amount of distributions payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for distribution, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to qualify and maintain our status as a REIT under the Internal Revenue Code of 1986 (the "Code"). Distribution payments are dependent on the availability of funds. Our board of directors may reduce the amount of distributions paid or suspended distribution payments at any time and therefore distribution payments are not assured. There is no assurance that we will continue to declare distributions at this rate.

36

The distributions began to accrue on November 28, 2012, 30 days following our initial property acquisition. The first distribution was paid in December 2012. During the nine months ended September 30, 2013, distributions paid to common stockholders were $1.4 million, inclusive of $0.5 million of distributions issued under the DRIP. During the nine months ended September 30, 2013, cash used to pay our distributions was generated from proceeds from common stock and common stock issued under the DRIP. 

The following table shows the sources for the payment of distributions to common stockholders for the period indicated:

	Three Months Ended															Nine Months Ended
	March 31, 2013					June 30, 2013					September 30, 2013					September 30, 2013
(In thousands)				Percentage of Distributions					Percentage of Distributions					Percentage of Distributions					Percentage of Distributions
Distributions:
Distributions paid in cash	$	46				$	187				$	594				$	827
Distributions reinvested	3					102					441					546
Total distributions	$	49				$	289				$	1,035				$	1,373
Source of distribution coverage:
Cash flows provided by operations	$	46		93.9	%	$	(46	)	(15.9	)%	$	—		—	%	$	—		—	%
Proceeds from issuance of common stock	—			—	%	233			80.6	%	594			57.4	%	827			60.2	%
Common stock issued under the DRIP / offering proceeds	3			6.1	%	102			35.3	%	441			42.6	%	546			39.8	%
Proceeds from financings	—			—	%	—			—	%	—			—	%	—			—	%
Total sources of distribution coverage	$	49		100.0	%	$	289		100.0	%	$	1,035		100.0	%	$	1,373		100.0	%
Cash flows provided by (used in) operations (GAAP basis)	$	206				$	(1,289	)			$	(1,316	)			$	(2,399	)
Net loss (in accordance with GAAP)	$	(2	)			$	(1,294	)			$	(3,090	)			$	(4,386	)

__________________________

(1) Cash flows used in operations for the three months ended June 30, 2013 and September 30, 2013 and nine months ended September 30, 2013 reflects acquisition and transaction related expenses of $1.3 million, $3.3 million and $4.6 million, respectively. There were no such expenses reflected in cash flows provided by operations during the three months ended March 31, 2013, as we did not purchase any properties during such period.

37

The following table compares cumulative distributions paid to cumulative net loss (in accordance with GAAP) for the period from July 13, 2011 (date of inception) through September 30, 2013:

	For the Period from July 13, 2011 (date of inception) to
(In thousands)	September 30, 2013
Distributions paid:
Common stockholders in cash	$	828
Common stockholders pursuant to DRIP / offering proceeds	546
Total distributions paid	$	1,374
Reconciliation of net loss:
Revenues	$	1,507
Acquisition and transaction-related expenses	(4,804		)
Depreciation and amortization	(859		)
Other operating expenses	(271		)
Other non-operating expense	(388		)
Net loss (in accordance with GAAP) (1)	$	(4,815	)

___________________

(1) Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions.

Loan Obligations

The payment terms of our loan obligations require principal and interest amounts payable monthly with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific reporting covenants. As of September 30, 2013, we were in compliance with the debt covenants under our loan agreements.

Our Advisor may, with approval from our independent board of directors, seek to borrow short-term capital that, combined with secured mortgage financing, exceeds our targeted leverage ratio. Such short-term borrowings may be obtained from third-parties on a case-by-case basis as acquisition opportunities present themselves simultaneous with our capital raising efforts. We view the use of short-term borrowings as an efficient and accretive means of acquiring real estate in advance of raising equity capital. Accordingly, we can take advantage of buying opportunities as we expand our fund raising activities. As additional equity capital is obtained, these short-term borrowings will be repaid.

Contractual Obligations

The following is a summary of our contractual obligations as of September 30, 2013:

			October 1, 2013 — December 31, 2013		Years Ended December 31,
(In thousands)	Total				2014 — 2015		2016 — 2017		Thereafter
Principal Payments Due:
Mortgage notes payable	$	31,644	$	—	$	—	$	1,227	$	30,417
Interest Payments Due:
Mortgage notes payable	$	6,287	$	304	$	2,548	$	2,563	$	872

Election as a REIT

We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ending December 31, 2013. We believe that, commencing with such taxable year, we are organized and operate in such a manner as to qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. If we qualify, and continue to qualify, for taxation as a REIT, we generally will not be subject to federal corporate income tax so long as we distribute at least 90% of our REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well as federal income and excise taxes on our undistributed income.

38

Inflation

We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation.

Related-Party Transactions and Agreements

We have entered into agreements with affiliates of our Sponsor, whereby we have paid or may in the future pay certain fees or reimbursements to our Advisor or its affiliates and entities under common ownership with our Advisor in connection with acquisition and financing activities, sales and maintenance of common stock under our offering, transfer agency services, asset and property management services and reimbursement of operating and offering related costs. See Note 10 —Related Party Transactions to our financial statements included in this report for a discussion of the various related party transactions, agreements and fees.

Off-Balance Sheet Arrangements

On July 25, 2013, we entered into a credit agreement, which allows for total borrowings of up to $50.0 million. The credit facility contains an “accordion feature” to allow us under certain circumstances, to increase the aggregate borrowings under the credit facility to up to $750.0 million through additional commitments. The initial maturity date of the credit facility is July 25, 2016. The credit facility also contains two one-year extension options, subject to certain conditions.

We have no off-balance sheet arrangements as of September 30, 2013 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or rates. Our interest rate risk management objectives with respect to our long-term debt will be to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps and collars in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We may also be exposed to foreign currency fluctuations as a result of any investments in foreign operations in Europe and elsewhere internationally.

As of September 30, 2013, our debt included a fixed-rate secured mortgage financing, with a carrying value and fair value of $31.6 million. Changes in market interest rates on our fixed-rate debt impact the fair value of the notes, but it has no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their September 30, 2013 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $26,000. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $26,000.

These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and, assuming no other changes in our capital structure. As the information presented above includes only those exposures that existed as of September 30, 2013, it does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.

Item 4. Controls and Procedures.

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that the disclosure controls and procedures are effective.

No change occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

39

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

As of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to any material pending legal proceedings.

Item 1A. Risk Factors.

Our potential risks and uncertainties are presented in the section entitled "Risk Factors", contained in the prospectus as supplemented and included in our Registration Statement (File No. 333-177563), as amended from time to time. There have been no material changes from these risk factors, except for the items described below.

Distributions paid from sources other than our cash flows from operations, particularly from proceeds of our IPO, will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect your overall return.

Distributions paid from sources other than our cash flows from operations, particularly from proceeds of our offering, will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect your overall return.

Our cash flows used in operations were $2.4 million for the nine months ended September 30, 2013. During the nine months ended September 30, 2013, we paid distributions of $1.4 million, of which $1.4 million, or 100.0%, was funded from proceeds from the issuance of common stock and proceeds from common stock issued under the DRIP. During the nine months ended September 30, 2013 cash flow from operations included an increase in accounts payable and accrued expenses of $0.9 million, as reflected on the statement of cash flows. Accordingly, if these accounts payable and accrued expenses had been paid during the nine months ended September 30, 2013, there would have been $0.9 million less in cash flow from operations available to pay distributions. Additionally, we may in the future pay distributions from sources other than from our cash flows from operations.

Until we acquire additional properties or other real estate-related investments, we may not generate sufficient cash flows from operations to pay distributions. If we are unable to acquire additional properties or other real estate-related investments, it may result in a lower return on your investment than you expect. If we have not generated sufficient cash flows from our operations and other sources, such as from borrowings, the sale of additional securities, advances from our Advisor, and/or our Advisor's deferral, suspension and/or waiver of its fees and expense reimbursements, in order to fund distributions, we may use the proceeds from our IPO. Moreover, our board of directors may change our distribution policy, in its sole discretion, at any time. Distributions made from offering proceeds are a return of capital to stockholders, from which we will have already paid offering expenses in connection with our IPO. We have not established any limit on the amount of proceeds from our IPO that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.

If we fund distributions from the proceeds of our IPO, we will have less funds available for acquiring properties or other real estate-related investments. As a result, the return you realize on your investment may be reduced. Funding distributions from borrowings could restrict the amount we can borrow for investments, which may affect our profitability. Funding distributions with the sale of assets or the proceeds of our IPO may affect our ability to generate cash flows. Funding distributions from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities that are convertible or exercisable into shares of our common stock to third party investors. Payment of distributions from the mentioned sources could restrict our ability to generate sufficient cash flows from operations, affect our profitability and/or affect the distributions payable to you upon a liquidity event, any or all of which may have an adverse effect on your investment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.

We did not sell any equity securities that were not registered under the Securities Act of 1933, as amended, during the nine months months ended September 30, 2013.

40

On April 20, 2012, we commenced our IPO on a "reasonable best efforts" basis of up to 150.0 million of common stock, pursuant to the Registration Statement on Form S-11 (File No. 333-177563) filed with the SEC under the Securities Act of 1933, as amended.  The Registration Statement also covers up to 25.0 million shares of common stock pursuant the DRIP under which common stockholders may elect to have their distributions reinvested in additional shares of common stock. As of September 30, 2013, we have issued $8.8 million shares of our common stock, and received $86.3 million of offering proceeds from the sale of common stock, including shares issued under the DRIP.

The following table reflects the offering costs associated with the issuance of common stock:

	Nine Months Ended
(In thousands)	September 30, 2013
Selling commissions and dealer manager fees	$	7,807
Other offering costs	1,799
Total offering costs	$	9,606

The Dealer Manager may reallow the selling commissions and a portion of the dealer manager fees to participating broker-dealers. The following table details the selling commissions incurred and reallowed related to the sale of shares of common stock:

	Nine Months Ended
(In thousands)	September 30, 2013
Total commissions paid to the Dealer Manager	$	7,807
Less:
Commissions to participating brokers	(4,543		)
Reallowance to participating broker dealers	(609		)
Net to the Dealer Manager	$	2,655

As of September 30, 2013, cumulative offering costs included $1.9 million of offering cost reimbursements incurred from the Advisor and Dealer Manager. As of September 30, 2013, we have incurred $12.2 million of total cumulative offering costs in connection with the issuance and distribution of our registered securities. The Advisor has elected to cap cumulative offering costs incurred by us, net of unpaid amounts, to 15% of gross common stock proceeds during the offering period. Cumulative offering costs, net of unpaid amounts, were less than the 15% threshold as of September 30, 2013. Cumulative offering proceeds from the sale of common stock exceeded cumulative offering costs by $74.1 million at September 30, 2013.

We expect to use substantially all of the net proceeds from our IPO to primarily acquire a diversified portfolio of income producing real estate properties, focusing primarily on acquiring freestanding, single-tenant bank branches, convenience stores, office, industrial and retail properties net leased to investment grade and other creditworthy tenants. We may also originate or acquire first mortgage loans secured by real estate. As of September 30, 2013, we have used the net proceeds from our IPO and debt financing to purchase nine properties with an aggregate base purchase price of $83.5 million.

We did not repurchase any of our securities during the nine months ended September 30, 2013.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None.

Item6. Exhibits.

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.
By:	/s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
By:	/s/ Brian S. Block
	Brian S. Block
	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Dated: November 12, 2013

42

EXHIBITS INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
4.1 *	Amended and Restated Agreement of Limited Partnership of American Realty Capital Global Operating Partnership, L.P., dated July 2, 2013
10.2 *	Third Amended and Restated Advisory Agreement, dated July 15, 2013, by and among American Realty Capital Global Trust, Inc., American Realty Capital Global Operating Partnership, L.P. and American Realty Capital Global Advisors, LLC
10.18 *	Agreement for Purchase and Sale of Real Property, dated as of August 19, 2013, by and between AR Capital, LLC and Alliance HSP Fort Washington Office I Limited Partnership
10.19 *	Agreement for Purchase and Sale of Real Property, dated as of August 24, 2013, by and between AR Capital, LLC and Stein Family, LLC
10.20 *	Agreement related to the sale and leasback of Solar House, dated 4th September, 2013, by Northern Rock (Asset Management) PLC and ARC NRSLDUK001, LLC
10.21 *	First Amendment to Agreement for Purchase and Sale of Real Property dated as of September 10, 2013, by and between Alliance AR Capital, LLC and Alliance HSP Fort Washington Office I Limited Partnership
10.22 *	Facility Letter, dated September 4, 2013, by and between ARC NRSLDUK001, LLC and Santander UK plc
31.1 *	Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *	Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *	Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 *	XBRL (eXtensible Business Reporting Language). The following materials from American Realty Capital Global Trust, Inc.'s Quarterly Report on Form 10-Q for the three months ended September 30, 2013, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information in furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Exchange Act.

_______________________

*    Filed herewith

43

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

AMERICAN REALTY CAPITAL GLOBAL OPERATING PARTNERSHIP, L.P.

Date as of July 2, 2013

TABLE OF CONTENTS

		Page
Article 1. DEFINED TERMS		1
Article 2. ORGANIZATIONAL MATTERS		19
2.1	Formation	19
2.2	Name	20
2.3	Registered Office and Agent; Principal Office	20
2.4	Power of Attorney	20
2.5	Term	22
Article 3. PURPOSE		22
3.1	Purpose and Business	22
3.2	Powers	22
Article 4. CAPITAL CONTRIBUTIONS		23
4.1	Capital Contributions of the Partners	23
4.2	Additional Funds; Restrictions on the General Partner	24
4.3	Issuance of Additional Partnership Interests; Admission of Additional Limited Partners	25
4.4	Contribution of Proceeds of Issuance of Common Stock	26
4.5	Repurchase of Common Stock; Shares-In-Trust	26
4.6	No Third-Party Beneficiary	27
4.7	No Interest; No Return	27
4.8	No Preemptive Rights.	28
Article 5. DISTRIBUTIONS		28
5.1	Distributions	28
5.2	Qualification as a REIT	32
5.3	Withholding	33
5.4	Additional Partnership Interests	33
Article 6. ALLOCATIONS		33
6.1	Allocations	33
6.2	Revisions to Allocations to Reflect Issuance of Partnership Interests	33
Article 7. MANAGEMENT AND OPERATIONS OF BUSINESS		34
7.1	Management	34
7.2	Certificate of Limited Partnership	38
7.3	Reimbursement of the General Partner	39
7.4	Outside Activities of the General Partner	40
7.5	Contracts with Affiliates	40
7.6	Indemnification	41
7.7	Liability of the General Partner	43
7.8	Other Matters Concerning the General Partner	44
7.9	Title to Partnership Assets	45

i

7.10	Reliance by Third Parties	45
7.11	Loans By Third Parties	46
Article 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS		46
8.1	Limitation of Liability	46
8.2	Management of Business	46
8.3	Outside Activities of Limited Partners	47
8.4	Return of Capital	47
8.5	Rights of Limited Partners Relating to the Partnership	47
8.6	Exchange Rights Agreements	48
Article 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS		50
9.1	Records and Accounting	50
9.2	Fiscal Year	50
9.3	Reports	50
Article 10. TAX MATTERS		51
10.1	Preparation of Tax Returns	51
10.2	Tax Elections	51
10.3	Tax Matters Partner	52
10.4	Organizational Expenses	54
10.5	Withholding	54
Article 11. TRANSFERS AND WITHDRAWALS		55
11.1	Transfer	55
11.2	Transfer of the General Partner’s General Partner Interest	55
11.3	Limited Partners’ Rights to Transfer	57
11.4	Substituted Limited Partners	59
11.5	Assignees	59
11.6	General Provisions	60
Article 12. ADMISSION OF PARTNERS		62
12.1	Admission of Successor General Partner	62
12.2	Admission of Additional Limited Partners	63
12.3	Amendment of Agreement and Certificate of Limited Partnership	64
Article 13. DISSOLUTION, LIQUIDATION AND TERMINATION		64
13.1	Dissolution	64
13.2	Winding Up	65
13.3	No Obligation to Contribute Deficit	67
13.4	Rights of Limited Partners	67
13.5	Notice of Dissolution	67
13.6	Termination of Partnership and Cancellation of Certificate of Limited Partnership	67
13.7	Reasonable Time for Winding-Up	68
13.8	Waiver of Partition	68

ii

Article 14. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS		68
14.1	Amendments	68
14.2	Meetings of the Partners	69
Article 15. GENERAL PROVISIONS		70
15.1	Addresses and Notice	70
15.2	Titles and Captions	70
15.3	Pronouns and Plurals	71
15.4	Further Action	71
15.5	Binding Effect	71
15.6	Creditors	71
15.7	Waiver	71
15.8	Counterparts	71
15.9	Applicable Law	71
15.10	Invalidity of Provisions	72
15.11	Entire Agreement	72
15.12	Merger	72
15.13	No Rights as Stockholders	72

EXHIBITS

Exhibit A – Partners’ Contributions and Partnership Interests

Exhibit B – Allocations

iii

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
AMERICAN REALTY CAPITAL GLOBAL OPERATING PARTNERSHIP, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL GLOBAL OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of July 2, 2013, is entered into among AMERICAN REALTY CAPITAL GLOBAL TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL GLOBAL SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner” and “Special Limited Partner”), and the Limited Partners party hereto from time to time.

WHEREAS, the General Partner formed American Realty Capital Global Operating Partnership, L.P. (the “Partnership”) as a limited partnership on July 12, 2011 pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware and filed a certificate of limited partnership with the Secretary of State of the State of Delaware, which certificate was amended on October 7, 2011.

WHEREAS, the General Partner and the Initial Limited Partner entered into the Agreement of Limited Partnership of the Partnership, dated as of April 20, 2012, including any amendments thereto through the date hereof (the “Original Agreement”).

WHEREAS, the General Partner and the Initial Limited Partner wish to redesignate the Partnership Interests and Partnership Units issued pursuant to the Original Agreement.

WHEREAS, the General Partner and the Initial Limited Partner have agreed to make certain amendments, including creating a new class B limited partnership interest in the Partnership, and desire to amend and restate the Original Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree that the Original Agreement hereby is amended and restated in its entirety to read as follows:

Article 1.
DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Acquisition Expenses” means any and all expenses, exclusive of Acquisition Fees, incurred by the General Partner, the Operating Partnership, the Advisor or any of their Affiliates (as such term is defined in the Advisory Agreement) in connection with the selection, evaluation, acquisition, origination, making or development of any Real Estate Assets, whether or not acquired, including legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

“Acquisition Fee” means the fee payable to the Advisor or its assignees pursuant to Section 10(a) of the Advisory Agreement.

“Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such statute.

“Additional Limited Partner” means a Person that has executed and delivered an additional limited partner signature page in the form attached hereto, has been admitted to the Partnership as a Limited Partner pursuant to Section 4.3 hereof and that is shown as such on the books and records of the Partnership.

“Adjusted Capital Account Deficit” means with respect to any Partner, the negative balance, if any, in such Partner’s Capital Account as of the end of any relevant fiscal year, determined after giving effect to the following adjustments:

(a)credit to such Capital Account any portion of such negative balance which such Partner (i) is treated as obligated to restore to the Partnership pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to be obligated to restore to the Partnership pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(b)debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

“Adjustment Event” has the meaning set forth in Section 16.1(b).

“Advisor” means American Realty Capital Global Advisors, LLC, a Delaware limited liability company, its successors and assignees.

“Advisory Agreement” means the Advisory Agreement dated as of July 2, 2013, by and among the Partnership and the General Partner, as advisees, and the Advisor, as advisor, as the same may be amended, supplemented or restated from time to time.

“Affected Gain” has the meaning set forth in subparagraph 4(b) of Exhibit B.

“Affiliate” means,

(a)with respect to any individual Person, any member of the Immediate Family of such Person or a trust established for the benefit of such member, or

(b)with respect to any Entity, any Person which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, any such Entity. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

2

“Agreement” means this Amended and Restated Agreement of Limited Partnership, as originally executed and as amended, supplemented or restated from time to time, as the context requires.

“Articles of Incorporation” means the General Partner’s Articles of Incorporation, filed with the Maryland State Department of Assessments and Taxation, or other organizational document governing the General Partner, as amended, supplemented or restated from time to time.

“Assignee” means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5.

“Available Cash” means, with respect to the applicable period of measurement (i.e., any period (other than the first period in which this calculation of Available Cash is being made) beginning on the first day of the fiscal year, quarter or other period commencing immediately after the last day of the fiscal year, quarter or other applicable period for purposes of the prior calculation of Available Cash for or with respect to which a distribution has been made, and ending on the last day of the fiscal year, quarter or other applicable period immediately preceding the date of the calculation), the excess, if any, as of such date, of

(a)the gross cash receipts of the Partnership for such period from all sources whatsoever, including the following:

(i)all rents, revenues, income and proceeds derived by the Partnership from its operations, including distributions received by the Partnership from any Entity in which the Partnership has an interest;

(ii)all proceeds and revenues received by the Partnership on account of any sales of any Partnership property or as a refinancing of or payment of principal, interest, costs, fees, penalties or otherwise on account of any borrowings or loans made by the Partnership or financings or refinancings of any property of the Partnership;

(iii)the amount of any insurance proceeds and condemnation awards received by the Partnership;

(iv)all capital contributions and loans received by the Partnership from its Partners;

(v)all cash amounts previously reserved by the Partnership, to the extent such amounts are no longer needed for the specific purposes for which such amounts were reserved; and

(vi)the proceeds of liquidation of the Partnership’s property in accordance with this Agreement;

over

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(b) the sum of the following:

(i)all operating costs and expenses, including taxes and other expenses of the properties directly and indirectly held by the Partnership and capital expenditures made during such period (without deduction, however, for any capital expenditures, charges for Depreciation or other expenses not paid in cash or expenditures from reserves described in clause (viii) below);

(ii)all costs and expenses expended or paid during such period in connection with the sale or other disposition, or financing or refinancing, of the property directly or indirectly held by the Partnership or the recovery of insurance or condemnation proceeds;

(iii)all fees provided for under this Agreement;

(iv)all debt service, including principal and interest, paid during such period on all indebtedness (including under any line of credit) of the Partnership;

(v)all capital contributions, advances, reimbursements, loans or similar payments made to any Person in which the Partnership has an interest;

(vi)all loans made by the Partnership in accordance with the terms of this Agreement;

(vii)all reimbursements to the General Partner or its Affiliates during such period; and

(viii)the amount of any new reserve or increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership.

“Business Combination” has the meaning set forth in Section 7.1(a)(iii)(D).

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Account” means with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(a)to each Partner’s Capital Account there shall be credited

(i)such Partner’s Capital Contributions;

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(ii) such Partner’s distributive share of Net Income, Net Property Gain and any items in the nature of income or gain which are specially allocated to such Partner pursuant to paragraphs 1 and 2 of Exhibit B; and

(iii)the amount of any Partnership liabilities assumed by such Partner or which are secured by any asset distributed to such Partner;

(b)to each Partner’s Capital Account there shall be debited;

(i)the amount of cash and the Gross Asset Value of any property distributed to such Partner pursuant to any provision of this Agreement;

(ii)such Partner’s distributive share of Net Losses, Net Property Loss and any items in the nature of expenses or losses which are specially allocated to such Partner pursuant to paragraphs 1 and 2 of Exhibit B; and

(iii)the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any asset contributed by such Partner to the Partnership; and

(c)if all or a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Partnership Interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b) and 1.704-2 of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner shall reasonably determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed assets or which are assumed by the Partnership, the General Partner or any Limited Partner) are computed in order to comply with such Regulations, the General Partner may make such modification; provided, that , all allocations of Partnership income, gain, loss and deduction continue to have “substantial economic effect” within the meaning of Section 704(b) of the Code and that no Limited Partner is materially adversely affected by any such modification.

“Capital Contribution” means, with respect to any Partner, any cash, cash equivalents or the Gross Asset Value of property (net of any liabilities secured by contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code) which such Partner contributes or is deemed to contribute to the Partnership pursuant to Article 4 hereof.

“Capital Transaction” means any sale, or other disposition (other than a deemed disposition pursuant to Section 708(b)(1)(B) of the Code and the Regulations thereunder) of all or substantially all of the assets and properties of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets and properties of the Partnership.

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“Cash Amount” means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

“Cash Available for Distribution” means the Available Cash other than Net Sales Proceeds.

“Certificate” has the meaning set forth in the Recitals.

“Claims” has the meaning set forth in Section 7.6(a)(i).

“Class B Unit” means a Partnership Unit which is designated as a Class B Unit of the Partnership.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Common Stock” means the common stock of the General Partner, $.01 par value per share. Common Stock may be issued in one or more classes or series in accordance with the terms of the Articles of Incorporation. If, at any time, there is more than one class or series of Common Stock, the term “Common Stock” shall, as the context requires, be deemed to refer to the class or series of Common Stock that correspond to the class or series of Partnership Interests for which the reference to Common Stock is made.

“Common Stock Amount” means that number of shares of Common Stock equal to the product of (a) the number of OP Units offered for exchange by an exchanging Partner, multiplied by (b) the Exchange Factor as of the Valuation Date, provided, however, that if the General Partner or the Operating Partnership issues to all holders of Common Stock rights, options, warrants or convertible, exercisable or exchangeable securities entitling the stockholders to subscribe for or purchase Common Stock, or any other securities or property (collectively, the “rights”), then the Common Stock Amount shall also include the rights that a holder of that number of shares of Common Stock would be entitled to receive.

“Consent” means the consent or approval of a proposed action by a Partner given in accordance with Section 14.2 hereof.

“Consent of the Limited Partners” means the Consent of Limited Partners (excluding for this purpose any Partnership Interests held by the General Partner, any other Person of which the General Partner owns or controls more than fifty percent (50%) of the voting interests and any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner) holding Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners who are not excluded for the purposes hereof.

“Constituent Person” has the meaning set forth in Section 16.4(d) hereof.

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“Contributed Property” means each property, partnership interest, contract right or other asset, in such form as may be permitted by the Act, contributed or deemed contributed to the Partnership by any Partner, including any interest in any successor partnership occurring as a result of a termination of the Partnership pursuant to Section 708 of Code.

“Conversion Date” has the meaning set forth in Section 16.4(a) hereof.

“Cost of Assets” means, with respect to a Real Estate Asset, the purchase price, Acquisition Expenses, capital expenditures and other customarily capitalized costs, but shall exclude Acquisition Fees associated with such Real Estate Asset.

“Debt” means, as to any Person, as of any date of determination and without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (b) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (c) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (d) obligations of such Person incurred in connection with entering into a lease which, in accordance with generally accepted accounting principles, should be capitalized.

“Depreciation” means, with respect to any asset of the Partnership for any fiscal year or other period, the depreciation, depletion, amortization or other cost recovery deduction, as the case may be, allowed or allowable for federal income tax purposes in respect of such asset for such fiscal year or other period; provided, however, that except as otherwise provided in Section 1.704-2 of the Regulations, if there is a difference between the Gross Asset Value (including the Gross Asset Value, as increased pursuant to paragraph (d) of the definition of Gross Asset Value) and the adjusted tax basis of such asset at the beginning of such fiscal year or other period, Depreciation for such asset shall be an amount that bears the same ratio to the beginning Gross Asset Value of such asset as the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such fiscal year or other period bears to the beginning adjusted tax basis of such asset; provided, further, that if the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such asset for such fiscal year or other period is zero, Depreciation of such asset shall be determined with reference to the beginning Gross Asset Value of such asset using any reasonable method selected by the General Partner.

“Distribution Date” has the meaning set forth in Section 5.1(a).

“Effective Date” means the date upon which the Registration Statement relating to the General Partner’s public offering of Common Stock has been declared effective by the Securities and Exchange Commission.

“Entity” means any general partnership, limited partnership, corporation, joint venture, trust, business trust, real estate investment trust, limited liability company, limited liability partnership, cooperative or association.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding laws).

“Excess Oversight Fee” has the meaning set forth in Section 16.1(a)(i).

“Exchange Factor” means 1.0, provided, however, that if the General Partner (a) declares or pays a dividend on its outstanding Common Stock in Common Stock or makes a distribution to all holders of its outstanding Common Stock in Common Stock; (b) subdivides its outstanding Common Stock; or (c) combines its outstanding Common Stock into a smaller number of shares of Common Stock, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming for such purpose that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

“Exchange Right” means the exchange right of a Limited Partner described in Section 8.6 and to be set forth in one or more Exchange Rights Agreements.

“Exchange Rights Agreements” has the meaning set forth in Section 8.6.

“General Partner” means American Realty Capital Global Trust, Inc., a Maryland corporation, and any successor as general partner of the Partnership.

“General Partner Interest” means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of GP Units.

“GP Unit” means a Partnership Unit which is designated as a GP Unit of the Partnership.

“Gross Asset Value” means, with respect to any asset of the Partnership, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, without reduction for liabilities, as determined by the contributing Partner and the Partnership on the date of contribution thereof;

(b)if the General Partner determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners, the Gross Asset Values of all Partnership assets shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the Regulations to equal their respective gross fair market values, without reduction for liabilities, as reasonably determined by the General Partner, as of the following times:

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(i) a Capital Contribution (other than a de minimis Capital Contribution) to the Partnership by a new or existing Partner as consideration for a Partnership Interest;

(ii)the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration for the repurchase or redemption of a Partnership Interest;

(iii)the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and

(iv)the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner.

(c)the Gross Asset Values of Partnership assets distributed to any Partner shall be the gross fair market values of such assets (taking Section 7701(g) of the Code into account) without reduction for liabilities, as determined by the General Partner as of the date of distribution; and

(d)the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations (as set forth in Exhibit B); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent that the General Partner determines that an adjustment pursuant to paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Partnership’s assets for purposes of computing Net Income and Net Loss.

“Gross Proceeds” means the aggregate purchase price of all shares of Common Stock sold for the account of the General Partner through an Offering, without deduction for Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any share of Common Stock for which reduced selling commissions are paid to (i) Realty Capital Securities, LLC or any successor dealer manager to the General Partner or (ii) a broker-dealer (where net proceeds to the General Partner are not reduced) shall be deemed to be the full amount of the offering price per share of Common Stock pursuant to the Registration Statement for such Offering without reduction.

“Incapacity” or “Incapacitated” means,

(a)as to any individual who is a Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

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(b) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter;

(c)as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership;

(d)as to any limited liability company which is a Partner, the dissolution and commencement of winding up of the limited liability company;

(e)as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership;

(f)as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or

(g)as to any Partner, the bankruptcy of such Partner, which shall be deemed to have occurred when

(i)the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect;

(ii)the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner;

(iii)the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors;

(iv)the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (ii) above;

(v)the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s properties;

(vi)any proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof;

(vii)the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment; or

(viii)an appointment referred to in clause (vii) which has been stayed is not vacated within ninety (90) days after the expiration of any such stay.

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“Include”, “includes” and “including” shall be construed as if followed by the phrase “without limitation”.

“Included Assets” means the Investments owned as of the Termination Date or the Investment Liquidity Date, as applicable, and any Investments acquired after the Termination Date or the Investment Liquidity Date, as applicable, for which a contract to acquire such Investment had been entered into by or on behalf of the General Partner as of the Termination Date or the Investment Liquidity Date, as applicable.

“Indemnitee” means

(a)any Person made a party to a proceeding by reason of:

(i)its status as the General Partner,

(ii)its status as a Limited Partner,

(iii)its status as the Service Provider,

(iv)its status as an investment advisor to the General Partner,

(v)its status as a trustee, director or officer of the Partnership, the General Partner, or the investment advisor to the General Partner,

(vi)its status as a director, trustee, member or officer of any other Entity, each Person serving in such capacity at the request of the Partnership or the General Partner, or

(vii)his or its liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken assets subject to); and

(b)such other Persons (including Affiliates of the General Partner, a Limited Partner, the Partnership or the Service Provider) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“Initial Limited Partner” means American Realty Capital Global Special Limited Partnership, LLC.

“Investment” or “Investments” means any investment or investments by the Partnership, directly or indirectly, in Properties, Loans or other Permitted Investments.

“Investment Liquidity Amount” has the meaning set forth in Section 5.1(e).

“Investment Liquidity Date” means the date on which an Investment Liquidity Event is consummated.

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“Investment Liquidity Event” means a liquidation or the sale of all or substantially all the Investments (regardless of the form in which such sale shall occur, including through a merger or sale of stock or other interests in an entity, and regardless of whether such transaction is taxable or tax-free). For the avoidance of doubt, an Investment Liquidity Event includes a Business Combination and a Transaction (including a merger in which the General Partner is the surviving entity).

“Investment Liquidity Value” has the meaning set forth in Section 5.1(e).

“IRS” means the Internal Revenue Service of the United States (or any successor organization).

“Liability Shortfall” has the meaning set forth in subparagraph 4(d) of Exhibit B.

“Lien” means any lien, security interest, mortgage, deed of trust, charge, claim, encumbrance, pledge, option, right of first offer or first refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of any nature whatsoever.

“Limited Partner” means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

“Limited Partner Interest” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Units (other than GP Units).

“Liquidating Event” has the meaning set forth in Section 13.1(b) hereof.

“Liquidating Gain” means net capital gain realized in connection with an actual or hypothetical Capital Transaction, including the amount of any adjustment of the Gross Asset Value of any Real Estate Asset which requires that the Capital Accounts of the Partners be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations.

“Liquidator” has the meaning set forth in Section 13.2(a)(iii) hereof.

“Liquidity Event” means the first to occur of the following: (a) an OP Unit Transaction, (b) a Listing, or (c) a Termination Without Cause.

“Listing” means the listing of the shares of Common Stock on a national securities exchange.

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“Listing Note” has the meaning set forth in Section 5.1(c) hereof.

“Loans” means mortgage loans and other types of debt financing investments made by the Partnership, either directly or indirectly, including through ownership interests in a joint venture or other entity and including mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.

“Management Agreement” means the Property Management and Leasing Agreement between the General Partner, the Partnership and American Realty Capital Global Properties, LLC, a Delaware limited liability company, as the manager.

“Market Value” means the value calculated based on the average market value of the shares of Common Stock issued and outstanding at Listing over the 30 days beginning 180 days after the shares of Common Stock are first listed or included for quotation.

“NAV” means the General Partner’s net asset value, calculated pursuant to the valuation guidelines adopted by the General Partner’s board of directors.

“NAV Pricing Start Date” means the first business day of the first quarter after the General Partner acquires at least $1.2 billion in total portfolio assets, calculated on the basis of cost, including the General Partner’s pro rata share of debt attributable to such assets, on which date the General Partner will begin calculating NAV.

“Net Income” or “Net Loss” means, for each fiscal year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows:

(a)by including as an item of gross income any tax-exempt income received by the Partnership and not otherwise taken into account in computing Net Income or Net Loss;

(b)by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (or which is treated as a Section 705(a)(2)(B) expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise taken into account in computing Net Income or Net Loss, including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code;

(c)by taking into account Depreciation in lieu of depreciation, depletion, amortization and other cost recovery deductions taken into account in computing taxable income or loss;

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(d) by computing gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes by reference to the Gross Asset Value of such property rather than its adjusted tax basis;

(e)if an adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partners be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations, by taking into account the amount of such adjustment as if such adjustment represented additional Net Income or Net Loss pursuant to Exhibit B; and

(f)by excluding Net Property Gain and Net Property Loss; and

(g)by not taking into account in computing Net Income or Net Loss items separately allocated to the Partners pursuant to paragraphs 2 and 3 of Exhibit B.

“Net Investment” means (a) as it relates to the Stockholders, the total amount of Gross Proceeds raised in all Offerings; and (b) as it relates to the Limited Partners (other than the General Partner in its capacity as a Limited Partner) the total amount of Capital Contributions.

“Net Investment Balance” means the excess, if any, of: (a) the Net Investment, over (b) in each case, without duplication, (i) as it relates to the Stockholders, all prior distributions to Stockholders of Net Sales Proceeds and any amounts paid by the General Partner to repurchase shares of Common Stock pursuant to the General Partner’s plan for redemption of Common Stock or otherwise; and (ii) as it relates to the Limited Partners, all distributions pursuant to Section 5.1(b)(i) (other than distribution to the General Partner in its capacity as a Limited Partner), and all proceeds or property used to redeem Limited Partner Interests (except those held directly or indirectly by the General Partner).

“Net Property Gain” or “Net Property Loss” means, for each fiscal year or other applicable period, an amount equal to the Partnership’s taxable gain or loss for such year or period from Sales, including the amount of any adjustment of the Gross Asset Value of any Real Estate Asset which requires that the Capital Accounts of the Partners be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations. For these purposes, the Gross Asset Value of the Real Estate Assets shall reflect the market capitalization of the General Partner (increased by the amount of any Partnership liabilities).

“Net Sales Proceeds” has the meaning set forth in the Articles of Incorporation.

“Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations.

“Nonrecourse Liabilities” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Note” means a non-interest bearing promissory note which shall be repaid from the Net Sales Proceeds of each sale of an Investment that occurs after the date of Listing or the Termination Date, as applicable. The Partnership shall be the sole obligor with respect to any Note, and may pay at its discretion all or a portion of such Note in shares of Common Stock,

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which may or may not be registered under the Securities Act of 1933, as amended, or cash. Any Note shall not represent an indebtedness of the Partnership, but rather shall be evidence of a distribution obligation of the Partnership to the Special Limited Partner pursuant to the terms of Section 5.1.

“Offer” has the meaning set forth in Section 11.2(c)(i).

“Offering” means the public offering of shares of Common Stock pursuant to the Registration Statement on Form S-11.

“OP Unit” means a Partnership Unit which is designated as an OP Unit of the Partnership.

“OP Unit Economic Balance” has the meaning set forth in subparagraph 1(c)(ii) of Exhibit B.

“OP Unit Transaction” means, in connection with a Class B Unit, a transaction to which the Partnership or the General Partner shall be a party, including a merger, consolidation, unit exchange, self-tender offer for all or substantially all OP Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets (but excluding any transaction which constitutes an Adjustment Event and any merger in which the General Partner is the surviving entity) in each case as a result of which OP Units shall be exchanged for or converted into the right, or the holders of such Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof.

“Organization and Offering Expenses” means all expenses incurred by or on behalf of the General Partner in connection with or in preparing the General Partner for registration of and subsequently offering and distributing its shares of Common Stock to the public, whether incurred before, on or after the date of the Advisory Agreement, which may include total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys); any expense allowance granted by the General Partner to the underwriter or any reimbursement of expenses of the underwriter by the General Partner; expenses for printing, engraving and mailing; compensation of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees, accountants’ and attorneys’ fees.

“Original Agreement” has the meaning set forth in the Recitals.

“Partner” means the General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners collectively. Solely for purposes of Exhibit B, “Partner” shall include the Special Limited Partner.

“Partner Nonrecourse Debt” has the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

“Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such

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Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“Partner Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(i)(1) and (2) of the Regulations, and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in accordance with the rules of Section 1.704-2(i)(2) of the Regulations.

“Partnership” means the limited partnership formed under the Act and pursuant to this Agreement, and any successor thereto.

“Partnership Interest” means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner or the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner, and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Partnership Units.

“Partnership Minimum Gain” has the meaning set forth in Section 1.704-2(b)(2) of the Regulations, and the amount of Partnership Minimum Gain, as well as any net increase or decrease in a Partnership Minimum Gain, for a Partnership taxable year shall be determined in accordance with the rules of Section 1.704-2(d) of the Regulations.

“Partnership Record Date” means the record date established by the General Partner for a distribution pursuant to Section 5.1(a) hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. Partnership Units consist of GP Units, OP Units, Class B Units and any classes or series of Partnership Units established after the date hereof. The number of Partnership Units outstanding and the Percentage Interests in the Partnership represented by such Partnership Units are set forth in Exhibit A, as such Exhibit may be amended from time to time. The ownership of Partnership Units shall be evidenced by such form of certificate for Partnership Units as the General Partner adopts from time to time unless the General Partner determines that the Partnership Units shall be uncertificated securities.

“Partnership Year” means the fiscal year of the Partnership, as set forth in Section 9.2 hereof.

“Percentage Interest” means, as to a Partner, the fractional part of the Partnership Interests owned by such Partner and expressed as a percentage as specified in Exhibit A, as such Exhibit may be amended from time to time.

“Permitted Investments” means all investments (other than Properties and Loans) in which the Partnership acquires an interest, either directly or indirectly, including through

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ownership interests in a joint venture or other entity, pursuant to the Certificate, this Agreement and the investment objectives and policies adopted by the General Partner from time to time, other than short-term investments acquired for purposes of cash management, and that allow the General Partner to meet the REIT Requirements.

“Permitted Transferee” means any person to whom Partnership Units are Transferred in accordance with Section 11.3.

“Person” means an individual or Entity.

“Precontribution Gain” has the meaning set forth in subparagraph 4(c) of Exhibit B.

“Priority Return” means a 6% cumulative, non-compounded, pre-tax annual return (based on a 365-day year).

“Priority Return Balance” means, as of any date, the excess, if any, of (a) a Priority Return from the Effective Date until such Distribution Date on the Net Investment Balance (calculated like simple interest on a daily basis based on a 365-day year), over (b) distributions made under Sections 5.1(a) and (b)(ii); provided, however, that for purposes of calculating the Priority Return Balance, the Net Investment Balance shall be determined on a daily basis.

“Property” or “Properties” means any real property or properties transferred or conveyed to the Partnership or any subsidiary of the Partnership, either directly or indirectly, and/or any real property or properties transferred or conveyed to a joint venture or partnership in which the Partnership is, directly or indirectly, a co-venturer or partner.

“PTP Safe Harbors” has the meaning set forth in Section 11.6(f).

“Real Estate Assets” means any investment by the Partnership in unimproved and improved Real Property (including fee or leasehold interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.

“Real Property” means (a) land, (b) rights in land (including leasehold interests), and (c) any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.

“Registration Statement” means the Registration Statement on Form S-11 filed by the General Partner with the Securities and Exchange Commission, and any amendments thereof at any time made, relating to the Common Stock.

“Regulations” means the final, temporary or proposed income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Regulatory Allocations” means the allocations set forth in paragraph 2 of Exhibit B.

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“REIT” means a real estate investment trust as defined in Section 856 of the Code.

“REIT Requirements” has the meaning set forth in Section 5.2.

“Restricted Class B Units” has the meaning set forth in Section 16.2(a)(i).

“Safe Harbor” has the meaning set forth in Section 10.2(d).

“Safe Harbor Election” has the meaning set forth in Section 10.2(d).

“Safe Harbor Interests” has the meaning set forth in Section 10.2(d).

“Sales” has the meaning set forth in the Articles of Incorporation.

“Securities” has the meaning set forth in Section 4.2(b).

“Service Provider” means any Person or Persons, appointed, employed or contracted with by the Initial Limited Partner to perform any of the services required to be performed by the Initial Limited Partner pursuant to the Advisory Agreement.

“Special Limited Partner” means American Realty Capital Global Special Limited Partnership, LLC, a Delaware limited liability company, which shall be a limited partner of the Partnership and recognized as such under applicable Delaware law, but not a “Limited Partner” within the meaning of this Agreement.

“Special Limited Partner Interest” means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d), (e) and (f) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

“Stockholder” means a holder of Common Stock.

“Stockholder Distributions” means any distributions of money or other property by the General Partner to Stockholders, including distributions that may constitute a return of capital for U.S. federal income tax purposes.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which a majority of (a) the voting power of the voting equity securities, or (b) the outstanding equity interests (whether or not voting), is owned, directly or indirectly, by such Person.

“Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

“Surviving General Partner” has the meaning set forth in Section 11.2(d)(i)(A).

“Tax Allocations” means the allocations set forth in paragraph 4 of Exhibit B.

“Tax Items” has the meaning set forth in subparagraph 4(a) of Exhibit B.

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“Termination” means the termination of the Advisory Agreement.

“Termination Amount” means the Termination Liquidity Amount, the Termination Listing Amount or the amount distributable pursuant to Section 5.1(d)(i) in the form of a Termination Note.

“Termination Date” means the date of Termination.

“Termination Liquidity Amount” has the meaning set forth in Section 5.1(d)(ii)(B).

“Termination Listing Amount” has the meaning set forth in Section 5.1(d)(ii)(A).

“Termination Note” has the meaning set forth in Section 5.1(d)(i).

“Termination Without Cause” means the termination of the Advisory Agreement as provided in the Advisory Agreement by the Independent Directors (as defined in the Advisory Agreement) of the General Partner without Cause (as defined in the Advisory Agreement).

“Transaction” has the meaning set forth in Section 11.2(c).

“Transfer” as a noun, means any sale, assignment, conveyance, pledge, hypothecation, gift, encumbrance or other transfer, and as a verb, means to sell, assign, convey, pledge, hypothecate, give, encumber or otherwise transfer.

“Unrestricted Class B Units” has the meaning set forth in Section 16.2(a)(ii) hereof.

“Valuation Date” means the date of receipt by the Partnership and the General Partner of notice from an exchanging Partner that such Partner is exercising its Exchange Rights or, if such date is not a Business Day, the first Business Day thereafter.

“Value” means the Offering price for a share of Common Stock less any selling commissions and dealer manager fee that would be payable with respect to the sale of a share of Common Stock.

Certain additional terms and phrases have the meanings set forth in Exhibit B.

Article 2.
ORGANIZATIONAL MATTERS

2.1Formation

The General Partner has formed the Partnership by filing the Certificate on July 12, 2011 in the office of the Delaware Secretary of State. The Partnership is a limited partnership organized pursuant to the provision of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

2.2Name

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The name of the Partnership is American Realty Capital Global Operating Partnership, L.P. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership”, “LP”, “Ltd.” or similar words, phrases or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

2.3Registered Office and Agent; Principal Office

The address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is the Corporation Service Company, 2711 Centerville Road Suite 400, Wilmington, Delaware 19808. The principal office of the Partnership shall be 405 Park Avenue, New York, New York 10022, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

2.4Power of Attorney

(a)Each Limited Partner and each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(i)execute, swear to, acknowledge, deliver, file and record in the appropriate public offices

(A)all certificates, documents and other instruments (including this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property, including any documents necessary or advisable to convey any Contributed Property to the Partnership;

(B)all instruments that the General Partner or any Liquidator deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms;

(C)all conveyances and other instruments or documents that the General Partner or any Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate of cancellation;

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(D) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article 11, 12 or 13 hereof or the Capital Contribution of any Partner;

(E)all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interest; and

(F)amendments to this Agreement as provided in Article 14 hereof; and

(ii)execute, swear to, seal, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article 14 hereof or as may be otherwise expressly provided for in this Agreement.

(b)           (i)                The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Limited Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives.

(ii)Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney, and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney.

(iii)Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefore, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

(c)For the purposes of this Section 2.4, the term “Limited Partner” shall be deemed to include the Special Limited Partner, unless the context otherwise requires.

2.5Term

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The term of the Partnership shall commence on the date hereof and shall continue until December 31, 2099, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law.

Article 3.
PURPOSE

3.1Purpose and Business

(a)The purpose and nature of the business to be conducted by the Partnership is to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act including to engage in the following activities:

(i)to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with the properties described in the prospectus contained in the Registration Statement;

(ii)to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with real and personal property of all kinds;

(iii)to enter into any partnership, joint venture, corporation, limited liability company, trust or other similar arrangement to engage in any of the foregoing;

(iv)to undertake such other activities as may be necessary, advisable, desirable or convenient to the business of the Partnership; and

(v)to engage in such other ancillary activities as shall be necessary or desirable to effectuate the foregoing purposes;

provided, however , that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to be classified as a REIT, unless the General Partner determines not to qualify as a REIT or ceases to qualify as a REIT for any reason not related to the business conducted by the Partnership.

(b)The Partnership shall have all powers necessary or desirable to accomplish the purposes enumerated.

3.2Powers

(a)The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership including full power and authority to enter into, perform, and carry out contracts of any kind, to borrow money and to issue evidences of indebtedness, whether or not secured by mortgage, trust deed, pledge or other Lien, and, directly or indirectly, to acquire, own, improve, develop and construct real property, and lease, sell, transfer and dispose of real

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property; provided, however, that the Partnership shall not take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion,

(i)could adversely affect the ability of the General Partner to continue to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT;

(ii)could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; or

(iii)could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing.

(b)The General Partner also is empowered to do any and all acts and things necessary, appropriate or advisable to ensure that the Partnership will not be classified as a “publicly traded partnership” for the purposes of Section 7704 of the Code, including but not limited to imposing restrictions on exchanges of Partnership Units.

Article 4.
CAPITAL CONTRIBUTIONS

4.1Capital Contributions of the Partners

(a)The Partners have made the Capital Contributions as set forth in Exhibit A.

(b)To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions.

(c)As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest.

(d)The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest.

(e)Except as otherwise may be expressly provided herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the

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Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

4.2Additional Funds; Restrictions on the General Partner

(a)(i) The sums of money required to finance the business and affairs of the Partnership shall be derived from the Capital Contributions made to the Partnership by the Partners as set forth in Section 4.1 and from funds generated from the operation and business of the Partnership, including rents and distributions directly or indirectly received by the Partnership from any Subsidiary.

(ii)If additional financing is needed from sources other than as set forth in Section 4.2(a)(i) for any reason, the General Partner may, in its sole and absolute discretion, in such amounts and at such times as it solely shall determine to be necessary or appropriate,

(A)cause the Partnership to issue additional Partnership Interests and admit additional Limited Partners to the Partnership in accordance with Section 4.3;

(B)make additional Capital Contributions to the Partnership (subject to the provisions of Section 4.2(b));

(C)cause the Partnership to borrow money, enter into loan arrangements, issue debt securities, obtain letters of credit or otherwise borrow money on a secured or unsecured basis;

(D)make a loan or loans to the Partnership (subject to Section 4.2(b)); or

(E)sell any assets or properties directly or indirectly owned by the Partnership.

(iii)In no event shall any Limited Partners be required to make any additional Capital Contributions or any loan to, or otherwise provide any financial accommodation for the benefit of, the Partnership.

(b)The General Partner shall not issue any debt securities, any preferred stock or any common stock (including additional Common Stock (other than (i) as payment of the Common Stock Amount or (ii) in connection with the conversion or exchange of securities of the General Partner solely in conversion or exchange for other securities of the General Partner)) or rights, options, warrants or convertible, exercisable or exchangeable securities containing the right to subscribe for or purchase any of the foregoing (collectively, “Securities”), other than to all holders of Common Stock, unless the General Partner shall,

(i)in the case of debt securities, lend to the Partnership the proceeds of or consideration received for such Securities on the same terms and conditions, including interest rate and repayment schedule, as shall be applicable with respect to or incurred in

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connection with the issuance of such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable);

(ii)in the case of equity Securities senior or junior to the Common Stock as to dividends and distributions on liquidation, contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable), and receive from the Partnership, interests in the Partnership in consideration therefor with the same terms and conditions, including dividend, dividend priority and liquidation preference, as are applicable to such Securities; and

(iii)in the case of Common Stock or other equity Securities on a parity with the Common Stock as to dividends and distributions on liquidation, (including Common Stock or other Securities granted as a stock award to directors and officers of the General Partner or directors, officers or employees of its Affiliates in consideration for services or future services, and Common Stock issued pursuant to a dividend reinvestment plan or issued to enable the General Partner to make distributions to satisfy the REIT Requirements), contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets, including services) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable), and receive from the Partnership a number of additional Partnership Units in consideration therefor equal to the product of

(A)the number of shares of Common Stock or other equity Securities issued by the General Partner, multiplied by

(B)a fraction the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such contribution.

4.3Issuance of Additional Partnership Interests; Admission of Additional Limited Partners

(a)In addition to any Partnership Interests issuable by the Partnership pursuant to Section 4.2, the General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options therefore) in the form of Partnership Units or other Partnership Interests in one or more series or classes, or in one or more series of any such class senior, on a parity with, or junior to the Partnership Units to any Persons at any time or from time to time, on such terms and conditions, as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, however, that no such Partnership Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued in connection with the grant, award, or issuance of Common Stock or other equity interests in the General Partner having designations, preferences and other rights such that the economic interests attributable to such Common Stock or other equity interests are substantially similar to the designations, preferences

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and other rights (except voting rights) of the Partnership Interests issued to the General Partner in accordance with this Section 4.3(a) or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class, without any approval being required from any Limited Partner or any other Person; provided further, however, that:

(i)such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code, a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); and

(ii)such issuance would not cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Section 2510.3-101 of the regulations of the United States Department of Labor.

(b)Subject to the limitations set forth in Section 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership or to issue any Partnership Interests, including amending the Certificate, Exhibit A or any other provision of this Agreement.

4.4Contribution of Proceeds of Issuance of Common Stock

In connection with any offering, grant, award, or issuance of Common Stock or securities, rights, options, warrants or convertible or exchangeable securities pursuant to Section 4.2, the General Partner shall make aggregate Capital Contributions to the Partnership of the proceeds raised in connection with such offering, grant, award, or issuance, including any property issued to the General Partner pursuant to a merger or contribution agreement in exchange for Common Stock; provided, however, that if the proceeds actually received by the General Partner are less than the gross proceeds of such offering, grant, award, or issuance as a result of any underwriter’s discount, commission, or fee or other expenses paid or incurred in connection with such offering, grant, award, or issuance, then the General Partner shall make a Capital Contribution to the Partnership in the amount equal to the sum of (i) the net proceeds of such issuance plus (ii) an intangible asset in an amount equal to the capitalized costs of the General Partner relating to such issuance of Common Stock. Upon any such Capital Contribution by the General Partner, the Capital Account of the General Partner shall be increased by the amount of its Capital Contribution as described in the previous sentence.

4.5Repurchase of Common Stock; Shares-In-Trust

(a)If the General Partner shall elect to purchase from its stockholders Common Stock for the purpose of delivering such Common Stock to satisfy an obligation under any distribution reinvestment plan adopted by the General Partner, any employee stock purchase plan adopted by the General Partner, or for any other purpose, the purchase price paid by the General Partner for such Common Stock and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the General Partner, subject to the condition that:

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(i) if such Common Stock subsequently is to be sold by the General Partner, the General Partner shall pay to the Partnership any proceeds received by the General Partner from the sale of such Common Stock (provided that an exchange of Common Stock for Partnership Units pursuant to the applicable Exchange Rights Agreement would not be considered a sale for such purposes); and

(ii)if such Common Stock is not re-transferred by the General Partner within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the General Partner (as applicable) equal to the product of

(x) the number of shares of such Common Stock, multiplied by

(y) a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such cancellation.

(b)If the General Partner purchases shares of Common Stock from the Trust (as from time to time defined in the Articles of Incorporation), the Partnership will purchase from the General Partner a number of Partnership Units, at a price per Partnership Unit equal to the price per share of Common Stock paid by the General Partner, equal to the product of

(i)the number of shares of Common Stock purchased by the General Partner from the Trust, multiplied by

(ii)a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such purchase.

4.6No Third-Party Beneficiary

No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligations of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.

4.7No Interest; No Return

(a)No Partner shall be entitled to interest on its Capital Contribution or on such Partner’s Capital Account.

(b)Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution from the Partnership.

4.8No Preemptive Rights.

Subject to any preemptive rights that may be granted pursuant to Section 4.3 hereof, no Person shall have any preemptive or other similar right with respect to

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(a) additional Capital Contributions or loans to the Partnership; or

(b)issuance or sale of any Partnership Units or other Partnership Interests.

Article 5.
DISTRIBUTIONS

5.1Distributions

(a)Cash Available for Distribution. Subject to the provisions of Sections 5.3, 5.4, 12.2(c) and 13.2, the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “Distribution Date”), an amount of Cash Available for Distribution, determined by the General Partner in its sole discretion to the Partners holder GP Units, OP Units and/or Class B Units who are Partners on the applicable Partnership Record Date, in accordance with each such Partner’s respective Percentage Interest.

(b)Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows:

(i)First, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero;

(ii)Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and

(iii)Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B Units.

(c)Listing Amounts. Upon a Listing and subject to Section 5.1(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Listing Note”) equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value of all issued and outstanding shares of Common Stock plus (B) the sum of all Stockholder Distributions paid by the General Partner prior to Listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all Offerings plus (Z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all such Offerings. The Listing Note will only be paid to the Special Limited Partner if the Advisory Agreement has not been terminated by the General Partner or the Advisor prior to the Listing. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Listing Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until

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the Partnership has satisfied all of its obligations under the Listing Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Listing Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

(d)Termination Amounts.

(i)Upon a Termination and subject to Sections 5.1(d)(ii) and (f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

(ii)Upon a Termination and subject to Section 5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either:

(A)If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing

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Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing.

(B)If there is an Investment Liquidity Event subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the Investment Liquidity Date) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the Investment Liquidity Date on shares of Common Stock issued in Offerings through the Termination Date, minus (z) any amounts distributable as of the Investment Liquidity Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the Investment Liquidity Date), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Investment Liquidity Date to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception of the General Partner through the Investment Liquidity Date.

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(e) Investment Liquidity Amounts. Upon an Investment Liquidity Event and subject to Section 5.1(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Investment Liquidity Amount”), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value of the Included Assets or all issued and outstanding shares of Common Stock as determined in good faith by the General Partner as of the Investment Liquidity Date (the “Investment Liquidity Value”), plus (2) the sum of all Stockholder Distributions paid by the General Partner through the Investment Liquidity Date, exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Investment Liquidity Date (less amounts paid on or prior to the Investment Liquidity Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Investment Liquidity Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Investment Liquidity Date, measured for the period from inception of the General Partner through the Investment Liquidity Date..

(f)Coordination.

(i)Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to a Listing shall reduce dollar for dollar the amount of a Listing Note to be issued and distributed pursuant to Section 5.1(c). If the Special Limited Partner receives a Listing Note pursuant to Section 5.1(c), (A) the Special Limited Partner would no longer be entitled to receive distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), a Termination Amount pursuant to Section 5.1(d) or the Investment Liquidity Amount pursuant to Section 5.1(e) and (B) any Net Sales Proceeds received by the Partnership after the Listing shall be applied first to satisfy the Partnership’s obligation to make distributions pursuant to the Listing Note.

(ii)Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to the Termination Date shall reduce dollar for dollar the Termination Amount to be distributed pursuant to Section 5.1(d). If the Special Limited Partner receives, or is entitled to receive, a Termination Amount pursuant to Section 5.1(d), (A) the Special Limited Partner would no longer be entitled to receive distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), a Listing Note pursuant to Section 5.1(c) or the Investment Liquidity Amount pursuant to Section 5.1(e) and (B) any Net Sales Proceeds received by the Partnership after the Termination Date, in connection with a Termination Note, the date of the subsequent Listing, in connection with the Termination Listing Amount, and the Investment Liquidity Date, in connection with the Termination Liquidity Amount, shall be applied first to satisfy the Partnership’s obligation to make distributions pursuant to Section 5.1(d).

(iii)Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to an Investment Liquidity Date shall reduce dollar for dollar the Investment Liquidity Amount to be issued and distributed pursuant to Section 5.1(e). If the Special Limited Partner is entitled to receive an Investment Liquidation Amount pursuant to Section 5.1(e), (A) the Special Limited Partner would no longer be entitled to

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receive distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), a Listing Note pursuant to Section 5.1(c) or a Termination Amount pursuant to Section 5.1(d) and (B) any Net Sales Proceeds received by the Partnership as a result of or after the Investment Liquidity Event shall be applied first to satisfy the Partnership’s obligation to make distributions pursuant to Section 5.1(e).

(iv)If the General Partner chooses in its discretion to satisfy all or a portion of the distributions required to be made to the Special Limited Partner pursuant to a Listing Note or Termination Note with shares of Common Stock, the amount of the Listing Note or Termination Note due to the Special Limited Partner shall be reduced by (y) the Market Value, with respect to the Listing Note, and (z) the fair market value, with respect to the Termination Note, of the Common Stock on the date such Common Stock is issued to the Special Limited Partner.

(v)If the Special Limited Partner converts all or a portion of its Special Limited Partner Interest into OP Units pursuant to Section 8.7(a), the amount of the Listing Note or Termination Note due to the Special Limited Partner shall be reduced by an amount equal to the product of (i) the number of OP Units issued in the conversion multiplied by (ii) the product of (A) the Value of one share of Common Stock on the date of conversion multiplied by (B) the Exchange Factor. If the Special Limited Partner contributes its Special Limited Partner Interest to the Partnership in exchange for OP Units pursuant to Section 8.7(b), the Special Limited Partner shall no longer be entitled the Termination Listing Amount, the Termination Liquidity Amount or the Investment Liquidity Amount or distributions of Net Sales Proceeds in respect of such Termination Listing Amount, the Termination Liquidity Amount or the Investment Liquidity Amount pursuant to Sections 5.1(f)(ii) or (iii), as the case may be.

(vi)If the priority distribution of Net Sales Proceeds to the Special Limited Partner pursuant to this Section 5.1(f) prevents the Partnership from being able to distribute sufficient amounts to the General Partner pursuant to Section 5.1(b) to enable the General Partner to satisfy the REIT Requirement, the General Partner may in its sole discretion cause the Partnership to distribute some or all of the Net Sales Proceeds subject to a priority distribution pursuant to this Section 5.1(f) to the General Partner in an amount sufficient to enable the General Partner to pay dividends to the Stockholders in order to satisfy the REIT Requirements.

(g)In no event may any Partner receive a distribution pursuant to Sections 5.1(a) or (b) with respect to a Partnership Unit if such Partner is entitled to receive a distribution with respect to Common Stock for which such a Partnership Unit has been exchanged.

5.2Qualification as a REIT

The General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable the General Partner to pay dividends to the Stockholders that will enable the General Partner to

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(a) satisfy the requirements for qualification as a REIT under the Code and Regulations (“REIT Requirements”), and

(b)avoid any federal income or excise tax liability;

provided, however, that the General Partner shall not be bound to comply with this covenant to the extent such distributions would

(i)violate applicable Delaware law or

(ii)contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject in conjunction with borrowed funds.

5.3Withholding

With respect to any withholding tax or other similar tax liability or obligation to which the Partnership may be subject as a result of any act or status of any Partner or the Special Limited Partner or to which the Partnership becomes subject with respect to any Partnership Unit or the Special Limited Partner Interest, the Partnership shall have the right to withhold amounts distributable pursuant to this Article V to such Partner or the Special Limited Partner or with respect to such Partnership Units or the Special Limited Partner Interest, to the extent of the amount of such withholding tax or other similar tax liability or obligation pursuant to the provisions contained in Section 10.5, and the amount of any withholding shall reduce the right of such Partner or the Special Limited Partner to future distribution to the extent provided in Section 10.5.

5.4Additional Partnership Interests

If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

Article 6.
ALLOCATIONS

6.1Allocations

The Net Income, Net Loss, Net Property Gain, Net Property Loss and other Partnership items shall be allocated pursuant to the provisions of Exhibit B.

6.2Revisions to Allocations to Reflect Issuance of Partnership Interests

If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests

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that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

Article 7.
MANAGEMENT AND OPERATIONS OF BUSINESS

7.1Management

(a)(i) Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership.

(ii)The General Partner may not be removed by the Limited Partners with or without cause.

(iii)In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.11, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including:

(A)(1) the making of any expenditures, the lending or borrowing of money, including making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its Stockholders in amounts sufficient to permit the General Partner to maintain REIT status,

(2)the assumption or guarantee of, or other contracting for, indebtedness and other liabilities,

(3)the issuance of evidence of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets), and

(4)the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner;

(B)the acquisition, purchase, ownership, operating, leasing and disposition of any real property and any other property or assets, including mortgages and real estate-related notes, whether directly or indirectly;

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(C) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership or the General Partner;

(D)the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of all or substantially all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger, consolidation or other combination (each a “Business Combination”) of the Partnership with or into another Entity on such terms as the General Partner deems proper; provided, however, that the General Partner shall be required to send to each Limited Partner a notice of such proposed Business Combination no less than 15 days prior to the record date for the vote of the General Partner’s Stockholders on such Business Combination, if any;

(E)the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including,

(1)the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s Subsidiaries,

(2)the lending of funds to other Persons (including the Subsidiaries of the Partnership and/or the General Partner) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and

(3)the making of capital contributions to its Subsidiaries;

(F)the expansion, development, redevelopment, construction, leasing, repair, rehabilitation, repositioning, alteration, demolition or improvement of any property in which the Partnership or any Subsidiary of the Partnership owns an interest;

(G)the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets;

(H)the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;

(I)holding, managing, investing and reinvesting cash and other assets of the Partnership;

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(J) the collection and receipt of revenues and income of the Partnership;

(K)the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including employees having titles such as “president”, “vice president”, “secretary” and “treasurer” of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagement;

(L)the maintenance of such insurance for the benefit of the Partnership and the Partners and directors and officers thereof as it deems necessary or appropriate;

(M)the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further Entities or other relationships that it deems desirable, including the acquisition of interests in, and the contributions of funds or property to, or making of loans to, its Subsidiaries and any other Person from time to time, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided, however, that, as long as the General Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner to fail to qualify as a REIT;

(N)the control of any matters affecting the rights and obligations of the Partnership, including:

(1)the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership,

(2)the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and

(3)the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expenses, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(O)the undertaking of any action in connection with the Partnership’s direct or indirect investment in its Subsidiaries or any other Person (including the contribution or loan of funds by the Partnership to such Persons);

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(P) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, may adopt;

(Q)the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership;

(R)the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(S)the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person;

(T)the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the General Partner, for the accomplishment of any of the foregoing;

(U)the issuance of additional Partnership Units in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof;

(V)the authorization, issuance, sale, redemption or purchase of any Partnership Units or any securities of the Partnership;

(W)the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and

(X)the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement.

(b)(i)               Each of the Limited Partners agree that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any

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other provision of this Agreement to the fullest extent permitted under the Act or other applicable law, rule or regulation.

(ii)The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.

(c)At all times from and after the date hereof, the General Partner at the expense of the Partnership, may or may not, cause the Partnership to obtain and maintain

(i)casualty, liability and other insurance on the properties of the Partnership;

(ii)liability insurance for the Indemnitees hereunder; and

(iii)such other insurance as the General Partner, in its sole and absolute discretion, determines to be appropriate and reasonable.

(d)At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times working capital accounts and other cash or similar balances in such amount as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

(e)(i) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have liability to any Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions, provided that the General Partner has acted in good faith pursuant to its authority under this Agreement. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the General Partner, and the General Partner’s Stockholders, collectively.

(ii)The General Partner and the Partnership shall not have liability to the any Limited Partner or the Special Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner or the Special Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under and in accordance with this Agreement.

7.2Certificate of Limited Partnership

(a)The General Partner has previously filed the Certificate with the Secretary of State of Delaware as required by the Act.

(b)(i) The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in

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which the limited partners have limited liability) in the State of Delaware and any other state, or the District of Columbia, in which the Partnership may elect to do business or own property.

(ii)To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate and do all of the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, or the District of Columbia, in which the Partnership may elect to do business or own property.

(iii)The General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner.

7.3Reimbursement of the General Partner

(a)Except as provided in this Section 7.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)(i) The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s organization, the ownership of its assets and its operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute discretion, for all expenses that it incurs on behalf of the Partnership relating to the ownership and operation of the Partnership’s assets, or for the benefit of the Partnership, including all expenses associated with compliance by the General Partner and the Initial Limited Partner with laws, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiaries of the General Partner or the Partnership or Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner, but excluding any portion of expenses reasonably attributable to assets not owned by or for the benefit of, or to operations not for the benefit of, the Partnership or Affiliates of the Partnership; provided, however, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it in its name.

(ii)Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.6 hereof.

(iii)The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its reasonable discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.

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(c) (i)                Expenses incurred by the General Partner relating to the organization or reorganization of the Partnership and the General Partner the issuance of Common Stock in connection with an Offering and any issuance of additional Partnership Interests, Common Stock or rights, options, warrants, or convertible or exchangeable securities pursuant to Section 4.2 hereof and all costs and expenses associated with the preparation and filing of any periodic reports by the General Partner under federal, state or local laws or regulations (including all costs, expenses, damages, and other payments resulting from or arising in connection with litigation related to any of the foregoing) are primarily obligations of the Partnership.

(ii)To the extent the General Partner pays or incurs such expenses, the General Partner shall be reimbursed for such expenses.

7.4Outside Activities of the General Partner

(a)Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

(b)The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

7.5Contracts with Affiliates

(a)            (i)                The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment and such Subsidiaries and Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner.

(ii)The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(b)Except as provided in Section 7.4, the Partnership may Transfer assets to Entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, may determine.

(c)Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.

(d)The General Partner, in its sole and absolute discretion and without the approval the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, stock option plans, and similar plans funded by the Partnership for the benefit of employees of the Partnership, the General Partner, any Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of

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the Partnership, the General Partner, any Subsidiaries of the Partnership or any Affiliate of any of them.

(e)The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a “right of first opportunity” or “right of first offer” arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

7.6Indemnification

(a)       (i)              To the fullest extent permitted by Delaware law or as provided herein, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “Claims”), that relate to the operations of the Partnership or the General Partner as set forth in this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, so long as (A) the course of conduct which gave rise to the Claim was taken, in the reasonable determination of the Indemnitee made in good faith, in the best interests of the Partnership or the General Partner, (B) such Claim was not the result of negligence or misconduct by the Indemnitee, (C) the Indemnitee (if other than the General Partner) was acting on behalf of or performing services for the Partnership and (D) such indemnification is not satisfied or recoverable from the assets of the Stockholders of the General Partner. Notwithstanding the foregoing, no Indemnitee (other than the General Partner) shall be indemnified for any Claim arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to such Indemnitee, (2) such allegations have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee, or (3) a court of competent jurisdiction approves a settlement of such allegations against such Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which the Common Stock was offered or sold as to indemnification for violations of securities law.

(ii)Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty (except a guaranty by a limited partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other obligation or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness.

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(iii) Any indemnification pursuant to this Section 7.6 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.6.

(b)Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or threatened against an Indemnitee upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 7.6 has been met; and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c)The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnities are indemnified.

(d)The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnities and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)For purposes of this Section 7.6, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.6. Actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f)In no event may an Indemnitee subject any of the Partners (other than the General Partner) to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

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(h)(i)                  The provisions of this Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(ii)Any amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee under this Section 7.6, as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i)If and to the extent any payments to the General Partner pursuant to this Section 7.6 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

(j)Notwithstanding anything to the contrary in this Agreement, the General Partner shall not be entitled to indemnification hereunder for any loss, claim, damage, liability or expense for which the General Partner is obligated to indemnify the Partnership under any other agreement between the General Partner and the Partnership.

7.7Liability of the General Partner

(a)Notwithstanding anything to the contrary set forth in this Agreement, neither the General Partner nor the investment advisor of the General Partner, nor any of their respective officers and directors, shall be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or mistakes of fact or law or of any act or omission unless the General Partner or its investment advisor, as the case may be, acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

(b)(i)          The Limited Partners and the Special Limited Partner expressly acknowledge that the General Partner (and its investment advisor) is acting on behalf of the Partnership and the Stockholders of the General Partner collectively, that the General Partner (and its investment advisor), subject to the provisions of Section 7.1(e) hereof, is under no obligation to consider the separate interest of the Limited Partners or the Special Limited Partner (including the tax consequences to any Limited Partners, the Special Limited Partner or any Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner (and its investment advisor) shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners or the Special Limited Partner in connection with such decisions; provided, that the General Partner (and its investment advisor) has acted in good faith.

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(ii) With respect to any indebtedness of the Partnership which any Limited Partner or the Special Limited Partner may have guaranteed, the General Partner (and its investment advisor) shall have no duty to keep such indebtedness outstanding.

(c)(i)                 Subject to its obligations and duties as General Partner set forth in Section 7.1(a) hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agent, including its investment advisor.

(ii)The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(d)The Limited Partners expressly acknowledge that if any conflict in the fiduciary duties owed by the General Partner to its Stockholders and by the General Partner, in its capacity as a general partner of the Partnership, to the Limited Partners or the Special Limited Partner, the General Partner may act in the best interests of the General Partner’s Stockholders without violating its fiduciary duties to the Limited Partners or the Special Limited Partner, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by the Limited Partners or the Special Limited Partner in connection with any such violation.

(e)Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s and its officers’ and directors’ liability to the Partnership, the Special Limited Partner and the Limited Partners under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

7.8Other Matters Concerning the General Partner

(a)The General Partner may rely and shall be protected in acting, or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(b)The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(c)(i)        The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and duly appointed attorneys-in-fact.

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(ii) Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty which is permitted or required to be done by the General Partner hereunder.

(d)Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order

(i)to protect the ability of the General Partner to continue to qualify as a REIT; or

(ii)to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code,

is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners and the Special Limited Partner.

7.9Title to Partnership Assets

(a)Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof.

(b)           (i)                 Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner.

(ii)The General Partner hereby declares and warrants that any Partnership asset for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable.

(iii)All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

7.10Reliance by Third Parties

(a)Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such

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Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially.

(b)Each Limited Partner and the Special Limited Partner hereby waive any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing.

(c)In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General Partner or its representatives.

(d)Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that

(i)at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect;

(ii)the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and

(iii)such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

7.11Loans By Third Parties

The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including in connection with any acquisition of property) with any Person upon such terms as the General Partner determines appropriate.

Article 8.
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

8.1Limitation of Liability

No Limited Partner shall have any liability under this Agreement except as expressly provided in this Agreement, including Section 10.5 hereof, or under the Act.

8.2Management of Business

(a)No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact

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any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

(b)The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

8.3Outside Activities of Limited Partners

(a)Subject to any agreements entered into pursuant to Section 7.5 hereof and any other agreements entered into by a Limited Partner, the Special Limited Partner, or any of their Affiliates with the Partnership or any of its Subsidiaries, any Limited Partner, the Special Limited Partner and any officer, director, employee, agent, trustee, Affiliate or shareholder of any Limited Partner or the Special Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct competition with the Partnership or that are enhanced by the activities of the Partnership.

(b)Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner, the Special Limited Partner, any Assignee or any of their Affiliates.

(c)No Limited Partner nor any other Person shall have any rights by virtue of this Agreement or the Partnership relationship established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

8.4Return of Capital

(a)Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein.

(b)Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

8.5Rights of Limited Partners Relating to the Partnership

(a)In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner and the Special Limited Partner shall have the right, for a purpose reasonably related to such Person’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at

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such Person’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time):

(i)to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act of 1934; and

(ii)to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year.

(b)Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners and the Special Limited Partner, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that

(i)the General Partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or

(ii)the Partnership is required by law or by agreements with an unaffiliated third party to keep confidential.

8.6Exchange Rights Agreements

(a)The Limited Partners (other than the General Partner in its capacity as a Limited Partner) will be granted the right, but not the obligation, to exchange all or a portion of their Partnership Units for cash or, at the option of the Partnership, for shares of Common Stock on such terms and subject to such conditions and restrictions as will be contained in one or more exchange rights agreements among the General Partner, the Partnership and one or more Limited Partners (as amended from time to time, the “Exchange Rights Agreements”); provided, however, that such Partnership Units shall have been outstanding for at least one year. The form of each Exchange Rights Agreement governing the exchange of Partnership Units hereafter shall be determined by the General Partner.

(b)The Limited Partners and all successors, assignees and transferees (whether by operation of law, including by merger or consolidation, dissolution or liquidation of an entity that is a Limited Partner, or otherwise) shall be bound by the provisions of the Exchange Rights Agreement to which they are parties.

8.7Conversion and Exchange of Special Limited Partner Interests.

(a)Conversion of Listing Note or Termination Note.

(i)If the Special Limited Partner is entitled to receive distributions of Net Sales Proceeds pursuant to the Partnership’s obligation under a Listing Note or a Termination Note, at such time as the Capital Account balance of the Special Limited Partner attributable to the Special Limited Partner Interest is equal to the remaining

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amount of Net Sales Proceeds distributable to the Special Limited Partner pursuant to the Listing Note or Termination Note, respectively, the Special Limited Partner shall have the right, but not the obligation, to convert all or a portion of the Special Limited Partner Interest into OP Units. The Special Limited Partner shall provide written notice to the General Partner of its intention to convert all or a portion of its Special Limited Partner Interest at least ten (10) days prior to the date on which the conversion is to occur, and such notice shall indicate the amount of the Special Limited Partner Interest that the Special Limited Partner intends to convert. The maximum number of OP Units issuable upon a conversion of the Special Limited Partner Interest shall be equal to the quotient of (i) the net amount of the Partnership’s remaining obligation pursuant to the Listing Note or Termination Note on the date of conversion divided by (ii) the product of (A) the Value of one share of Common Stock on the date of conversion multiplied by (B) the Exchange Factor. Only a whole number of OP Units may be issuable upon a conversion of the Special Limited Partner Interest. The Special Limited Partner covenants and agrees with the Partnership that the Special Limited Partner Interest shall be free and clear of all liens. The conversion of all or a portion of the Special Limited Partner Interest shall occur automatically after the close of business on the applicable date of conversion, as of which time the Special Limited Partner shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of OP Units issuable upon such conversion.

(ii)Exchange. OP Units issuable upon a conversion of the Special Limited Partner Interest as set forth in this Section 8.7(a) shall be exchangeable for cash or, at the option of the Partnership, for shares of Common Stock pursuant to Section 8.6.

(iii)Impact of Conversion for Purposes of Subparagraph 1(c)(iii) of Exhibit B. For purposes of making future allocations under subparagraph 1(c)(iii) of Exhibit B, the Special Limited Partner’s Capital Account balance shall be reduced, as of the date of conversion, by an amount equal to the product of (i) the number of OP Units issued in the conversion multiplied by (ii) the product of (A) the Value of one share of Common Stock on the date of conversion multiplied by (B) the Exchange Factor.

(b)Conversion of Termination Listing Amount, Termination Liquidity Amount or Investment Liquidity Amount. At such time as the Special Limited Partner is entitled to the Termination Listing Amount, Termination Liquidity Amount or Investment Liquidity Amount, the Special Limited Partner shall have the right, but not the obligation, to contribute the entire Special Limited Partner Interest to the Partnership in exchange for OP Units in a transaction intended to qualify as a contribution of property pursuant to Section 721 of the Code. The Special Limited Partner shall notify the General Partner of its intention to exchange its Special Limited Partner Interest as soon as reasonably practicable after learning of the event that will give rise to its right to receive the Termination Listing Amount, Termination Liquidity Amount or Investment Liquidity Amount. The number of OP Units issuable upon a conversion of the Special Limited Partner Interest shall be equal to the quotient of (i) the Termination Listing Amount, Termination Liquidity Amount or Investment Liquidity Amount, as the case may be, divided by (ii) the product of (A) in the case of the Termination Listing Amount or the Termination Liquidity Amount, the Value of one share of Common Stock, and in the case of the Investment Liquidity Amount, the Investment Liquidity Value per one share of Common Stock

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multiplied by (B) the Exchange Factor. The Special Limited Partner covenants and agrees with the Partnership that the Special Limited Partner Interest shall be free and clear of all liens. The conversion of all or a portion of the Special Limited Partner Interest shall occur automatically after the close of business on the applicable date of conversion, as of which time the Special Limited Partner shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of OP Units issuable upon such conversion.

Article 9.
BOOKS, RECORDS, ACCOUNTING AND REPORTS

9.1Records and Accounting

(a)The General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate with respect to the Partnership’s business, including all books and records necessary for the General Partner to comply with applicable REIT Requirements and to provide to the Limited Partners and the Special Limited Partner any information, lists and copies of documents required to be provided pursuant to Sections 8.5(a) and 9.3 hereof.

(b)Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device, provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time.

(c)The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles, or such other basis as the General Partner determines to be necessary or appropriate.

9.2Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

9.3Reports

(a)As soon as practicable, but in no event later than the date on which the General Partner mails its annual report to its Stockholders, the General Partner shall cause to be mailed to each Limited Partner and the Special Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, for such Partnership Year, presented in accordance with the standards of the Public Accounting Oversight Board (United States), such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner in its sole discretion.

(b)If and to the extent that the General Partner mails quarterly reports to its Stockholders, then as soon as practicable, but in no event later than the date such reports are mailed, the General Partner shall cause to be mailed to each Limited Partner and the Special

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Limited Partner a report containing unaudited financial statements as of the last day of the calendar quarter of the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate.

(c)Notwithstanding the foregoing, the General Partner may deliver to the Limited Partners and the Special Limited Partner each of the reports described above, as well as any other communications that it may provide hereunder, by e-mail or by any other electronic means.

Article 10.
TAX MATTERS

10.1Preparation of Tax Returns

(a)The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by the Limited Partners and the Special Limited Partner for federal and state income tax reporting purposes. The federal income tax return of the Partnership shall be filed annually on IRS Form 1065 (or such other successor form) or on any other IRS form as may be required.

(b)If required under the Code or applicable state or local income tax law, the General Partner shall also arrange for the preparation and timely filing of all returns of income, gains, deductions, losses and other items required of the Subsidiaries of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by the Limited Partners and the Special Limited Partner for federal and state income tax reporting purposes.

10.2Tax Elections

(a)Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code.

(b)The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code.

(c)The General Partner shall have the right to seek to revoke any tax election it makes, including, without limitation, the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners.

(d)The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue

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Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

10.3Tax Matters Partner

(a)(i)                The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes.

(ii)Pursuant to Section 6230(e) of the Code, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the Internal Revenue Service with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners, the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees.

(iii)The tax matters partner is authorized, but not required:

(A)to enter into any settlement with the Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited Partner) for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner

(1)who (within the time prescribed pursuant to the Code and Regulations) files a statement with the Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or

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(2) who is a “notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

(B)if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(C)to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment;

(D)to file a request for an administrative adjustment with the Internal Revenue Service and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(E)to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and

(F)to take any other action on behalf of the Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such.

(b)(i)                The tax matters partner shall receive no compensation for its services.

(ii)All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership.

(iii)Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

10.4Organizational Expenses

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The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a one hundred eighty (180) month period as provided in Section 709 of the Code.

10.5Withholding

(a)Each Limited Partner and the Special Limited Partner hereby authorizes the Partnership to withhold from, or pay on behalf of or with respect to, such Limited Partner or the Special Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner or the Special Limited Partner pursuant to this Agreement, including any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code.

(b)(i)                  Any amount paid on behalf of or with respect to a Limited Partner or the Special Limited Partner shall constitute a loan by the Partnership to such Limited Partner or the Special Limited Partner, which loan shall be repaid by such Limited Partner or the Special Limited Partner as the case may be within fifteen (15) days after notice from the General Partner that such payment must be made unless

(A)the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner or the Special Limited Partner; or

(B)the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner or the Special Limited Partner.

(ii)Any amounts withheld pursuant to the foregoing clauses (i)(A) or (B) shall be treated as having been distributed to the Limited Partner or the Special Limited Partner.

(c)           (i)                Each Limited Partner and the Special Limited Partner hereby unconditionally and irrevocably grant to the Partnership a security interest in such Limited Partner’s Partnership Interest and such Special Limited Partner’s Special Limited Partner Interest, as the case may be, to secure such Limited Partner’s or Special Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5.

(ii)(A)               If a Limited Partner or the Special Limited Partner fails to pay when due any amounts owed to the Partnership pursuant to this Section 10.5, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner or Special Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner or Special Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner or Special Limited Partner.

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(B) Without limitation, in such event, the General Partner shall have the right to receive distributions that would otherwise be distributable to such defaulting Limited Partner or Special Limited Partner until such time as such loan, together with all interest thereon, has been paid in full, and any such distributions so received by the General Partner shall be treated as having been distributed to the defaulting Limited Partner or Special Limited Partner and immediately paid by the defaulting Limited Partner or Special Limited Partner to the General Partner in repayment of such loan.

(iii)Any amount payable by a Limited Partner or the Special Limited Partner hereunder shall bear interest at the highest base or prime rate of interest published from time to time by The Wall Street Journal, plus four (4) percentage points, but in no event higher than the maximum lawful rate of interest on such obligation, such interest to accrue from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full.

(iv)Each Limited Partner or the Special Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder.

Article 11.
TRANSFERS AND WITHDRAWALS

11.1Transfer

(a) (i)                The term “Transfer,” when used in this Article 11 with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person, or a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise.

(ii)The term “Transfer” when used in this Article 11 does not include any exchange of Partnership Units for cash or Common Stock pursuant to the Exchange Rights Agreement.

(b)           (i)                 No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11.

(ii)Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and void.

11.2Transfer of the General Partner’s General Partner Interest

(a)The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, or Transfer any of its Limited Partner Interest, except

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(i) if holders of at least two-thirds of the Limited Partner Interests consent to such Transfer or withdrawal;

(ii)if such Transfer is to an entity which is wholly owned by the General Partner and is a Qualified REIT Subsidiary as defined in Section 856(i) of the Code; or

(iii)in connection with a transaction described in Section 11.2(c) or 11.2(d) (as applicable)

(b)If the General Partner withdraws as general partner of the Partnership in accordance with Section 11.2(a), the General Partner’s General Partner Interest shall immediately be converted into a Limited Partner Interest.

(c)Except as otherwise provided in Section 11.2(d), the General Partner shall not engage in any merger, consolidation or other combination of the General Partner with or into another Person (other than a merger in which the General Partner is the surviving entity) or sale of all or substantially all of its assets, or any reclassification, or any recapitalization of outstanding Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of Common Stock) (a “Transaction”), unless

(i)in connection with the Transaction all Limited Partners will either receive, or will have the right to elect to receive, for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the amount of cash, securities or other property or value paid in the Transaction to or received by a holder of one share of Common Stock corresponding to such Partnership Unit in consideration of one share of Common Stock at any time during the period from and after the date on which the Transaction is consummated; provided, however, that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding Common Stock, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the amount of cash, securities, or other property which a Limited Partner would have received had it

(A)exercised its Exchange Right and

(B)sold, tendered or exchanged pursuant to the Offer the Common Stock received upon exercise of the Exchange Right immediately prior to the expiration of the Offer.

The foregoing is not intended to, and does not, affect the ability of (i) a Stockholder of the General Partner to sell its stock in the General Partner or (ii) the General Partner to perform its obligations (under agreement or otherwise) to such Stockholders (including the fulfillment of any obligations with respect to registering the sale of stock under applicable securities laws).

(d)             (i)                 Notwithstanding Section 11.2(c), the General Partner may merge into or consolidate with another entity if immediately after such merger or consolidation

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(A) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and

(B)the Surviving General Partner expressly agrees to assume all obligations of the General Partner hereunder.

(ii)           (A)              Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement and the Exchange Rights Agreement as set forth in this Section 11.2(d).

(B)(1)               The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Exchange Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible.

(2)Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of Common Stock or options, warrants or other rights relating thereto, and which a holder of Partnership Units could have acquired had such Partnership Units been redeemed for Common Stock immediately prior to such merger or consolidation.

(C)Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Exchange Factor.

(iii)The above provisions of this Section 11.2(d) shall similarly apply to successive mergers or consolidations permitted hereunder.

11.3Limited Partners’ Rights to Transfer

(a)Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.

(b)           (i)                 If a Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for

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the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of his or its interest in the Partnership.

(ii)The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

(c)The General Partner may prohibit any Transfer by a Limited Partner of its Partnership Units if it reasonably believes (based on the advice of counsel) such Transfer would require filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units.

(d)No Transfer by a Limited Partner of its Partnership Units may be made to any Person if

(i)it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code;

(ii)it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes;

(iii)such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code);

(iv)such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;

(v)such Transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended;

(vi)such Transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; or

(vii)such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(e)No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any

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lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Section 1.752-1(a)(2) of the Regulations), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, however, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(f)Any Transfer in contravention of any of the provisions of this Section 11.3 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

11.4Substituted Limited Partners

(a)            (i)                No Limited Partner shall have the right to substitute a Permitted Transferee for a Limited Partner in its place.

(ii)The General Partner shall, however, have the right to consent to the admission of a Permitted Transferee of the Partnership Interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion.

(iii)The General Partner’s failure or refusal to permit such transferee to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

(b)A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.

(c)           (i)                No Permitted Transferee will be admitted as a Substituted Limited Partner, unless such transferee has furnished to the General Partner evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and, as it relates to the Substituted Limited Partners, the Exchange Rights Agreement, including the power of attorney granted in Section 2.4 hereof.

(ii)Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner, and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

11.5Assignees

(a)If the General Partner, in its sole and absolute discretion, does not consent to the admission of any transferee as a Substituted Limited Partner, as described in Section 11.4(a), such transferee shall be considered an Assignee for purposes of this Agreement.

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(b) An Assignee shall be deemed to have had assigned to it, and shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses, Net Property Gain, Net Property Loss, and any other items of gain, loss, deduction or credit of the Partnership attributable to the Partnership Units assigned to such transferee, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners, for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted).

(c)If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

11.6General Provisions

(a)No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement.

(b)           (i)                 Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners.

(ii)Similarly, any Limited Partner which shall Transfer all of its Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner.

(c)Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership.

(d)          (i)                 If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method or such other method permitted by the Code as the General Partner may select.

(ii)Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General

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Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate.

(iii)All distributions pursuant to Section 5.1(a) and Section 5.1(b) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter attributable to such Partnership Units shall be made to the transferee Partner.

(e)In addition to any other restrictions on transfer herein contained, including the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT.

(f)The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being

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unable to qualify for at least one of the “safe harbors” set forth in Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however , that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

Article 12.
ADMISSION OF PARTNERS

12.1Admission of Successor General Partner

(a)            (i)                 A successor to all of the General Partner Interest pursuant to Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b).

(ii)Any such transferee shall carry on the business of the Partnership without dissolution.

(b)A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied:

(i)the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner;

(ii)if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(iii)counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause

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(A) the Partnership to be classified other than as a partnership for federal income tax purposes, or

(B)the loss of any Limited Partner’s limited liability.

(c)In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

12.2Admission of Additional Limited Partners

(a)A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner

(i)evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and the applicable Exchange Rights Agreement, including the power of attorney granted in Section 2.4 hereof, and

(ii)such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner.

(b)(i)                Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion.

(ii)The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

(c)            (i)                 If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method or such other method permitted by the Code as the General Partner may select.

(ii)            (A)             Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all of the Partners and Assignees, including such Additional Limited Partner.

(B)distributions pursuant to Section 5.1(a) and Section 5.1(b) with respect to which the Partnership Record Date is before the date of such admission

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shall be made solely to Partners and Assignees, other than the Additional Limited Partner, and all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter shall be made to all of the Partners and Assignees, including such Additional Limited Partner.

12.3Amendment of Agreement and Certificate of Limited Partnership

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

Article 13.
DISSOLUTION, LIQUIDATION AND TERMINATION

13.1Dissolution

(a)The Partnership shall not be dissolved by the admission of Substituted Limited Partners, Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership.

(b)The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (each, a “Liquidating Event”):

(i)the expiration of its term as provided in Section 2.5 hereof;

(ii)an event of withdrawal of the General Partner, as defined in the Act (other than an event of bankruptcy), unless, within ninety (90) days after such event of withdrawal, a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a successor General Partner;

(iii)an election to dissolve the Partnership made by the General Partner, with the Consent of the Limited Partners holding at least a majority of the Percentage Interest of the Limited Partners (including Limited Partner Interests held by the General Partner);

(iv)entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;

(v)a Capital Transaction;

(vi)a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency

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laws as now or hereafter in effect, unless prior to the entry of such order or judgment a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.

As used herein, a “majority in interest” shall refer to Partners (excluding the General Partner) who hold more than fifty percent (50%) of the outstanding Percentage Interests not held by the General Partner.

13.2Winding Up

(a)            (i)                Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners.

(ii)No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs.

(iii)The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order:

(A)First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;

(B)Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;

(C)Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and

(D)the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1.

(iv)The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13.

(v)Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation).

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(b)           (i)                 Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation.

(ii)Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time.

(iii)The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

(c)In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be:

(A)distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or

(B)withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

13.3No Obligation to Contribute Deficit

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If any Partner (other than a holder of Class B Units) has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. If a holder of Class B Units has a deficit balance in its Capital Account attributable to such Class B Units (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during with such liquidation occurs), such holder of Class B Units shall restore and contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero, but not to exceed an amount equal to the excess of the cash distributions of Net Sales Proceeds made (if any) to such holder of Class B Units over the amount of Net Property Gain (including, to the extent necessary, individual items of income and gain comprising Net Property Gain) and Liquidating Gain allocated to such holder of Class B Units in accordance with subparagraph 1(c)(ii) of Exhibit B, in compliance with Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations, which restoration and contribution shall be before the later to occur of (x) the end of the taxable year in which the Partnership is liquidated, or (y) ninety (90) days after the date of the liquidation of the Partnership, which amount shall be paid to creditors of the Partnership or, if the amount contributed exceeds the amount due to creditors, shall be distributed to the Partners with positive Capital Account balances.

13.4Rights of Limited Partners

(a)Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership.

(b)Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

13.5Notice of Dissolution

If a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners (including the Special Limited Partner).

13.6Termination of Partnership and Cancellation of Certificate of Limited Partnership

Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

13.7Reasonable Time for Winding-Up

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A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners (including the Special Limited Partner) during the period of liquidation.

13.8Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership property.

Article 14.
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

14.1Amendments

(a)             (i)                The General Partner shall have the power, without the consent of the Limited Partners or the Special Limited Partner, to amend this Agreement except as set forth in Sections 14.1(b). The General Partner shall provide notice to the Limited Partners and the Special Limited Partner when any action under this Section 14.1(a) is taken in the next regular communication to the Limited Partners.

(b)Notwithstanding Section 14.1(a) hereof, this Agreement shall not be amended with respect to

(i)any Partner, including the Special Limited Partner, adversely affected without the Consent of such Partner adversely affected if such amendment would:

(A)convert a Limited Partner’s or the Special Limited Partner’s interest in the Partnership into a General Partner Interest;

(B)modify the limited liability of a Limited Partner or the Special Limited Partner in a manner adverse to such Limited Partner or the Special Limited Partner; or

(C)amend this Section 14.1(b)(i).

(ii)any Limited Partner adversely affected without the Consent of Limited Partners holding more than fifty percent (50%) of the outstanding Percentage Interests of the Limited Partners adversely affected if such amendment would:

(A)alter or change Exchange Rights;

(B)create an obligation to make Capital Contributions not contemplated in this Agreement;

(C)alter or change the terms of this Agreement or the Exchange Rights Agreement regarding the rights of the limited partners with respect to Business Combinations;

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(D) alter or change the distribution and liquidation rights provided in Section 5 and 13 hereto, except as otherwise permitted under this Agreement; or

(E)amend this Section 14.1(b)(ii).

(c)Section 14.1(b)(i) does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all Partners adversely affected.

(d)Notwithstanding Section 14.1(a) hereof, no provision of this Agreement shall be amended or modified without the Special Limited Partner’s prior written consent if such amendment or modification (i) relates to the distributions, allocations or other rights and privileges of the Special Limited Partner or (ii) would amend this Section 14.1(d).

14.2Meetings of the Partners

(a)(i)                 Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests.

(ii)The request shall state the nature of the business to be transacted.

(iii)Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting.

(iv)Partners may vote in person or by proxy at such meeting.

(v)Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a).

(vi)Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control.

(b)            (i)               Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement).

(ii)Such Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement).

(iii)Such Consent shall be filed with the General Partner.

(iv)An action so taken shall be deemed to have been taken at a meeting held on the effective date of the Consent as certified by the General Partner.

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(c)            (i)               Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.

(ii)Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership.

(iii)No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.

(iv)Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy.

(d)           (i)                Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

(ii)Meetings of Partners may be conducted in the same manner as meetings of the Stockholders of the General Partner and may be held at the same time, and as part of, meetings of the Stockholders of the General Partner.

Article 15.
GENERAL PROVISIONS

15.1Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Partner, the Special Limited Partner, Indemnitee or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or five days after being sent by first class United States mail or by overnight delivery or via facsimile to the Partner or Assignee at the address set forth in Exhibit A or such other address of which the Partner shall notify the General Partner in writing. Notwithstanding the foregoing, the General Partner may elect to deliver any such notice, demand, request or report by E-mail or by any other electronic means, in which case such communication shall be deemed given or made one day after being sent.

15.2Titles and Captions

All article or section titles or captions in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

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15.3Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

15.4Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

15.5Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

15.6Creditors

Other than as expressly set forth herein with respect to the Indemnities, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

15.7Waiver

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

15.8Counterparts

This Agreement may be executed (including by facsimile transmission) which counterpart signature pages or in counterparts, all of which together shall constitute one agreement binding on all of the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

15.9Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

15.10Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

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15.11Entire Agreement

This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.

15.12Merger

Notwithstanding any provision of this Agreement, the General Partner, without the consent of the Limited Partners or any other Person, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company, corporation or other Person or (ii) sell all or substantially all of the assets of the Partnership and may amend this Agreement in any manner or adopt a new limited partnership agreement for the Partnership in connection with any such transaction consistent with the provisions of this Section 15.12.

15.13No Rights as Stockholders

Nothing contained in this Agreement shall be construed as conferring upon the holders of the Partnership Units any rights whatsoever as Stockholders of the General Partner, including any right to receive dividends or other distributions made to Stockholders or to vote or to consent or receive notice as Stockholders in respect to any meeting or Stockholders for the election of directors of the General Partner or any other matter.

Article 16.
CLASS B UNITS

16.1Designation and Number

(a)A series of Partnership Units in the Partnership, designated as the “Class B Units,” is hereby established. Except as set forth in this Article 16, Class B Units shall have the same rights, privileges and preferences as the OP Units. Subject to the provisions of this Article 16 and the special provisions of subparagraph 1(c)(ii) of Exhibit B, Class B Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. In connection with services provided by the Advisor under the Advisory Agreement, the General Partner shall cause the Partnership to issue to the Initial Limited Partner within thirty (30) days after the end of each Quarter a number of Class B Units equal to the quotient of:

(i)Prior to the NAV Pricing Start Date, (i) the excess of (A) the product of (y) the Cost of Assets multiplied by (z) 0.1875% over (B) any amounts payable as an Oversight Fee (as defined in the Management Agreement) for such Quarter divided by (ii) the Value of one share of Common Stock as of the last day of such Quarter; provided, that if the amounts payable as an Oversight Fee for such Quarter exceed the amount determined under clause (A) for such Quarter (an “Excess Oversight Fee”), no Class B Units shall be issued for such Quarter and the Excess Oversight Fee shall be carried forward to the next succeeding Quarter and included with and treated as amounts payable as an Oversight Fee for such Quarter for purposes of determining the amount of Class B

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Units issuable for such Quarter; provided further, that the sum of (I) the amounts determined under clause (i) for a calendar year plus (II) the amounts payable as an Oversight Fee for such calendar year, shall not be less than 0.75% of the Cost of Assets for such calendar year; provided further, that each quarterly issuance of Class B Units shall be subject to the approval of the General Partner’s board of directors.

(ii)After the NAV Pricing Start Date. (i) the excess of (A) the product of (y) the lower of the Cost of Assets and the General Partner’s quarterly NAV multiplied by (z) 0.1875% over (B) any amounts payable as an Oversight Fee (as defined in the Management Agreement) for such Quarter divided by (ii) the NAV per share of Common Stock as of the last day of such Quarter; provided, that if there is an Excess Oversight Fee, no Class B Units shall be issued for such Quarter and the Excess Oversight Fee shall be carried forward to the next succeeding Quarter and included with and treated as amounts payable as an Oversight Fee for such Quarter for purposes of determining the amount of Class B Units issuable for such Quarter; provided further, that the sum of (I) the amounts determined under clause (i) for a calendar year plus (II) the amounts payable as an Oversight Fee for such calendar year, shall not be less than 0.75% of the lower of the Cost of Assets and the General Partner’s NAV for such calendar year; provided further, that each quarterly issuance of Class B Units shall be subject to the approval of the General Partner’s board of directors.

(b)It is intended that the Partnership shall maintain at all times a one-to-one correspondence between Class B Units and OP Units for conversion and other purposes. If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the Class B Units to maintain a one-for-one conversion and economic equivalence ratio between OP Units and Class B Units. The following shall be “Adjustment Events:” (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such

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adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

16.2Special Provisions. Class B Units shall be subject to the following special provisions:

(a)Restrictions and Forfeiture.

(i)All Class B Units when issued shall be subject to forfeiture and shall constitute “Restricted Class B Units” and shall remain subject to forfeiture as provided in this Section 16.2(a) until the requirements of this Section 16.2(a) have been satisfied.

(ii)One hundred percent (100%) of the outstanding Restricted Class B Units shall no longer be subject to forfeiture and shall constitute “Unrestricted Class B Units” at such time as:

(A)the value of the Partnership’s assets (as determined by the General Partner) plus all distributions made under Sections 5.1(a), 5.1(b)(i) and 5.1(b)(ii) equals the cumulative Net Investment plus the Priority Return on such cumulative Net Investment (the “Economic Hurdle”); provided, that in the event of an OP Unit Transaction the determination of the value of the Partnership’s assets shall take into account the offering price or transaction value of the Common Stock, as appropriate; and

(B)a Liquidity Event occurs concurrently with or subsequent to the Economic Hurdle being met.

(iii)If the Advisory Agreement is terminated for any reason other than pursuant to a Termination Without Cause, any outstanding Restricted Class B Units shall be forfeited immediately. If the Advisory Agreement is terminated pursuant to a Termination Without Cause prior to the date on which the Economic Hurdle has been met, any outstanding Restricted Class B Units shall be forfeited immediately. Upon such forfeiture, such Restricted Class B Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. No consideration or other payment shall be due with respect to any Class B Units that have been forfeited. In connection with any forfeiture of Class B Units, the balance of the Capital Account of a holder of Class B Units, if any, shall be reduced by the amount of the Capital Account attributable to the forfeited Class B Units, and such reduction shall be reallocated to all holders of OP Units, pro rata in accordance with their respective Percentage Interests with respect to OP Units.

(iv)The General Partner may in its sole discretion provide for the acceleration, waiver or change of the forfeiture provisions contained in this Section 16.2(a), in whole or in part, based on such factors or criteria as the General Partner may determine.

(b)Distributions. The holders of Class B Units shall be entitled to (i) current distributions of Cash Available for Distribution pursuant to Section 5.1(a), (ii) distributions, if

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any, of Net Sales Proceeds pursuant to Section 5.1(b)(iii), and (iii) distributions in liquidation of the Partnership pursuant to Section 13.2.

(c)Allocations. Holders of Class B Units shall be entitled to certain special allocations of gain under subparagraph 1(c)(ii) of Exhibit B.

(d)Exchange Right. The right to exchange all or a portion of Partnership Units for cash or, at the option of the Partnership, for shares of Common Stock provided to Limited Partners under Section 8.6 hereof shall not apply with respect to Class B Units unless and until the Class B Units are converted to OP Units as provided in clause (e) below and Section 16.4 hereof.

(e)Conversion to OP Units. Unrestricted Class B Units are eligible to be converted into OP Units in accordance with Section 16.4 hereof.

16.3Voting

(a)Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions:

(i)With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and

(ii)Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such.

(b)The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

16.4Conversion of Class B Units

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(a) Conversion. Restricted Class B Units shall not be convertible into OP Units until they become Unrestricted Class B Units. At such time as the Economic Capital Account Balance attributable to an Unrestricted Class B Unit is equal to the OP Unit Economic Balance, each such balance determined on a per unit basis as of the effective date of conversion (the “Conversion Date”), such Unrestricted Class B Unit shall automatically convert into one fully paid and non-assessable OP Unit, giving effect to all adjustments (if any) made pursuant to Section 16.1 hereof; provided, that an Unrestricted Class B Unit shall not be convertible into OP Units if the Economic Capital Account Balance attributable to such Unrestricted Class B Unit is negative. Each holder of Class B Units covenants and agrees with the Partnership that all Unrestricted Class B Units to be converted pursuant to this Section 16.4 shall be free and clear of all liens. The conversion of Unrestricted Class B Units shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such holder of Unrestricted Class B Units, as of which time such holder of Unrestricted Class B Units shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of OP Units issuable upon such conversion. For purposes of determining the Economic Capital Account Balance attributable to an Unrestricted Class B Unit, allocations pursuant to subparagraph 1(c)(ii) of Exhibit B shall be made in such a manner so as to allow the greatest number of Class B Units to convert pursuant to this Section 16.4 at any time.

(b)Adjustment to Gross Asset Value.

(i)The General Partner shall provide the holders of Class B Units the opportunity but not the obligation to make Capital Contributions to the Partnership in exchange for OP Units in order to cause an adjustment to the Gross Asset Value of the Partnership’s assets within the meaning of paragraph (b)(i) of the definition of Gross Asset Value up to two (2) times each fiscal year including:

(A)if the Partnership or the General Partner shall be a party to any OP Unit Transaction; provided, that the General Partner shall give each holder of Class B Units written notice of such OP Unit Transaction at least thirty (30) days prior to entering into any definitive agreement pursuant to which the OP Unit Transaction would be consummated;

(B)upon a Listing; provided, that the General Partner shall give each holder of Class B Units written notice of such Listing at least thirty (30) days prior to such Listing; or

(C)upon a Termination Without Cause; provided, that the General Partner shall give each holder of Class B Units written notice of such Termination Without Cause at least thirty (30) days prior to such Termination Without Cause.

(ii)For purposes of clause (i) of this Section 16.4(b), the value of each OP Unit issued in order to cause an adjustment to the Gross Asset Value of the Partnership’s assets shall be an amount equal to the product of (y) the Value of a share of Common Stock as of the date the holder of Class B Units makes a Capital Contribution to the Partnership multiplied by (z) the Exchange Factor.

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(iii) For the avoidance of doubt, the issuance of Class B Units shall be treated as an event allowing for an adjustment to the Gross Asset Value of the Partnership’s assets within the meaning of paragraph (b)(iv) of the definition of Gross Asset Value.

(c)Impact of Conversion for Purposes of Subparagraph 1(c)(ii) of Exhibit B. For purposes of making future allocations under subparagraph 1(c)(ii) of Exhibit B, the portion of the Economic Capital Account Balance of the applicable holder of Unrestricted Class B Units that is treated as attributable to his, her or its Class B Units shall be reduced, as of the date of conversion, by the product of the number of Unrestricted Class B Units converted and the OP Unit Economic Balance.

(d)OP Unit Transactions. Immediately prior to or concurrent with an OP Unit Transaction the maximum number of Class B Units then eligible for conversion (in accordance with the provisions of Section 16.4(a)) shall automatically be converted into an equal number of OP Units, giving effect to all adjustments (if any) made pursuant to Section 16.1 hereof, taking into account any allocations that occur in connection with the OP Unit Transaction or that would occur in connection with the OP Unit Transaction if the assets of the Partnership were sold at the OP Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the OP Unit Transaction (in which case the Conversion Date shall be the effective date of the OP Unit Transaction). In anticipation of such OP Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each holder of Class B Units to be afforded the right to receive in connection with such OP Unit Transaction in consideration for the OP Units into which his, her or its Class B Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such OP Unit Transaction by a holder of the same number of OP Units, assuming such holder of OP Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that holders of OP Units have the opportunity to elect the form or type of consideration to be received upon consummation of the OP Unit Transaction, prior to such OP Unit Transaction the General Partner shall give prompt written notice to each holder of Class B Units of such election, and shall use commercially reasonable efforts to afford the holders of Class B Units the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each Class B Unit held by such holder into OP Units in connection with such OP Unit Transaction. If a holder of Class B Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each Class B Unit held by him, her or it (or by any of his, her or its transferees) the same kind and amount of consideration that a holder of an OP Unit would receive if such OP Unit holder failed to make such an election. The Partnership shall use commercially reasonable effort to cause the terms of any OP Unit Transaction to be consistent with the provisions of this Section 16.4(d) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any holders of Class B Units whose Class B Units will not be converted into OP Units in connection with the OP Unit Transaction that will (i) contain provisions enabling the holders of Class B Units that remain outstanding after such OP Unit Transaction to convert their Class B Units into securities as comparable as reasonably possible under the circumstances to the OP Units and (ii) preserve as far as

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reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the holders of Class B Units.

16.5Profits Interests

(a)Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith.

(b)The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto.

(c)The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners).

(d)Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss

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(including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code.

(e)The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest.

(f)The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner.

(g)Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership.

(h)No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner.

(i)The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code.

(j)The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services.

[SIGNATURE PAGE FOLLOWS]

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Signature Page to Agreement of Limited Partnership of American Realty Capital Global Operating Partnership, L.P., among the undersigned and the other parties thereto.

GENERAL PARTNER:

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

By: /s/ Nicholas S. Schorsch

Name: Nicholas S. Schorsch
Title: Chief Executive Officer and Chairman of the Board of Directors

INITIAL LIMITED PARTNER:

AMERICAN REALTY CAPITAL GLOBAL SPECIAL LIMITED PARTNERSHIP, LLC

By: AR Capital Global Holdings, LLC, its Member

By: AR Capital, LLC, its sole member

By: /s/ Nicholas S. Schorsch \

Name: Nicholas S. Schorsch

Title: Manager

SPECIAL LIMITED PARTNER:

AMERICAN REALTY CAPITAL GLOBAL SPECIAL LIMITED PARTNERSHIP, LLC

By: AR Capital Global Holdings, LLC, its Member

By: AR Capital, LLC, its sole member

By: /s/ Nicholas S. Schorsch

Name: Nicholas S. Schorsch
Title: Manager

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Corporate/Limited Liability Company Additional Limited Partner Signature Page to Agreement of Limited Partnership of American Realty Capital Global Operating Partnership, L.P., among the undersigned and the other parties thereto.

Dated:  ____________ __, 20___ [Name of Corporation/LLC]   By: ____________________________ Name:
Title:  

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Individual Additional Limited Partner Signature Page to Agreement of Limited Partnership of American Realty Capital Global Operating Partnership, L.P., among the undersigned and the other parties thereto.

Dated:  ____________ __, 20___ ______________________________

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Partnership Limited Partner Signature Page to Agreement of Limited Partnership of American Realty Capital Global Operating Partnership, L.P., among the undersigned and the other parties thereto.

Dated:  ____________ __, 20___ [Name of LP]   By: ______________________________ Name:
Title:  

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Exhibit A

Partners’ Contributions and Partnership Interests

Name and Address of Partner	Type of Interest	Capital Contribution	Number of Partnership Units	Percentage Interest
American Realty Capital Global Trust, Inc. 405 Park Avenue New York, New York 10022	General Partnership Interest	$ 200,000	22,222	100%
American Realty Capital Global Special Limited Partnership, LLC 405 Park Avenue New York, New York 10022	Special Limited Partnership Interest	None	Not applicable	Not applicable

A-1

Exhibit B

Allocations

For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

1.Allocations.

(a)Allocations of Net Income and Net Loss. Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

(b)Allocations of Net Property Gain and Net Property Loss. Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraphs 1(c) and paragraph 2, Net Property Gain, Net Property Loss and, to the extent necessary, individual items of income, gain, credit, loss and deduction comprising Net Property Gain and Net Property Loss of the Partnership for each fiscal year or other applicable period shall be allocated among the Partners in a manner determined in the reasonable discretion of the General Partner that will, as nearly as possible cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the distributions that would be made to such Partner pursuant to Section 5.1(b) of the Agreement if the Partnership were dissolved, its affairs wound up and its assets were sold for cash equal to their Gross Asset Value, taking into account any adjustments thereto for such period, all Partnership liabilities were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and Net Sales Proceeds (after satisfaction of such liabilities) were distributed in full in accordance with Section 5.1(b) to the Partners immediately after making such allocations, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets.

(c)Special Allocations.

(i)General Partner Gross Income Allocation. After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

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(ii) Special Allocations Regarding Class B Units. After giving effect to the special allocations in subparagraph 1(c)(i) and paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), Net Property Gain and Liquidating Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain and Liquidating Gain of the Partnership shall be allocated to the holders of Class B Units until their Economic Capital Account Balances are equal to (A) the OP Unit Economic Balance, multiplied by (B) the number of their Class B Units; provided, that no such Net Property Gain or Liquidating Gain or individual items of income and gain comprising Net Property Gain or Liquidating Gain will be allocated with respect to any particular Class B Unit unless and to the extent that the OP Unit Economic Balance exceeds the OP Unit Economic Balance in existence at the time such Class B Unit was issued. The “Economic Capital Account Balances” of the Class B Unit holders will be equal to their Capital Account balances to the extent attributable to their ownership of Class B Units. The “OP Unit Economic Balance” shall mean (Y) the aggregate Capital Account balance attributable to the OP Units outstanding, plus the amount of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the ownership of OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this subparagraph 1(c)(ii), divided by (Z) the number of OP Units outstanding. Any allocations made pursuant to the first sentence of this subparagraph 1(c)(ii) shall be made among the holders of Class B Units in proportion to the amounts required to be allocated to each under this subparagraph 1(c)(ii). The parties agree that the intent of this subparagraph 1(c)(ii) is to make the Capital Account balance associated with each Class B Unit to be economically equivalent to the Capital Account balance associated with the OP Units outstanding (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the OP Units outstanding, without regard to the allocations under this subparagraph 1(c)(ii), has increased on a per-Unit basis since the issuance of the relevant Class B Unit. Any remaining Net Property Gain or Liquidating Gain not allocated pursuant to this subparagraph 1(c)(ii) shall be included in the calculation of Net Income, Net Loss, Net Property Gain and Net Property Loss and will be allocated pursuant to subparagraphs 1(a) and 1(b).

(iii)Special Allocations Regarding the Special Limited Partner Interest. After giving effect to the special allocations in subparagraphs 1(c)(i) and 1(c)(ii) and paragraph 2 but prior to any allocations under subparagraph 1(a) and 1(b), Net Property Gain and Liquidating Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain and Liquidating Gain of the Partnership shall be allocated to the Special Limited Partner until the Special Limited Partner has received aggregate allocations of income for all fiscal years equal to the aggregate amount of distributions the Special Limited Partner is entitled to receive or has received with respect to the Special Limited Partner Interest for such fiscal year and all prior fiscal years. Notwithstanding the foregoing, if the Special Limited Partner is entitled to receive distributions of Net Sales Proceeds pursuant to the Partnership’s obligation under a Listing Note or a Termination Amount, Liquidating Gain shall be allocated to the Special Limited Partner until the Special Limited Partner has received aggregate allocations equal to the aggregate amount of distributions the Special Limited Partner is entitled to receive pursuant to such Listing Note or Termination Amount.

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2.Regulatory Allocations. Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following special allocations shall be made.

(a)Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(d)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their respective Percentage Interests.

(e)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).

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(f) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any asset of the Partnership pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Partners in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Regulations.

(g)Gross Income Allocation. If any Partner has an Adjusted Capital Account Deficit at the end of any fiscal year or other applicable period which is in excess of the amount such Partner is obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, such Partner shall be specially allocated items of Partnership income (including gross income) and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this subparagraph 2(g) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit in excess of such amount after all other allocations provided for under this Agreement have been tentatively made as if subparagraph 2(c) and this subparagraph 2(g) were not in this Agreement.

3.Curative Allocations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this paragraph 3. Therefore, notwithstanding any other provision of this Exhibit B (other than the Regulatory Allocations and Tax Allocations), the General Partner shall make such offsetting allocations of Partnership income, gain, loss or deduction in whatever manner the General Partner determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement.

4.Tax Allocations.

(a)Items of Income or Loss. Except as is otherwise provided in this Exhibit B, an allocation of Partnership Net Income, Net Loss, Net Property Gain, Net Property Loss or Liquidating Gain to a Partner shall be treated as an allocation to such Partner of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B) expenditure (or item treated as such expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) (“Tax Items”) that is taken into account in computing Net Income, Net Loss, Net Property Gain, Net Property Loss or Liquidating Gain.

(b)Section 1245/1250 Recapture. Subject to subparagraph 4(c) below, if any portion of gain from the sale of Partnership assets is treated as gain which is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code or is gain described in Section 1(h)(1)(D) of the Code (“Affected Gain”), then such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated. This subparagraph 4(b) shall not alter the amount of Net Income, Net Property Gain or Liquidating Gain (or items thereof) allocated among the Partners, but merely the character of such Net Income, Net Property Gain or Liquidating Gain (or items

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thereof). For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income, Net Loss, Net Property Gain, Net Property Loss and Liquidating Gain for such respective period.

(c)Precontribution Gain, Revaluations. With respect to any Contributed Property, the Partnership shall use any permissible method contained in the Regulations promulgated under Section 704(c) of the Code selected by the General Partner, in its sole discretion, to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain, loss and deduction on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for federal income tax purposes because the Partnership has revalued such asset pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations, the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the Regulations and the methods of allocation promulgated thereunder. The intent of this subparagraph 4(c) is that each Partner who contributed to the capital of the Partnership a Contributed Property will bear, through reduced allocations of depreciation, increased allocations of gain or other items, the tax detriments associated with any Precontribution Gain. This subparagraph 4(c) is to be interpreted consistently with such intent.

(d)Excess Nonrecourse Liability Safe Harbor. Pursuant to Section 1.752-3(a)(3) of the Regulations, solely for purposes of determining each Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership (as defined in Section 1.752-3(a)(3) of the Regulations), the Partners’ respective interests in Partnership profits shall be determined under any permissible method reasonably determined by the General Partner; provided, however, that each Partner who has contributed an asset to the Partnership shall be allocated, to the extent possible, a share of “excess nonrecourse liabilities” of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount which is at least equal to the amount of income pursuant to Section 704(c) of the Code and the Regulations promulgated thereunder (the “Liability Shortfall”). If there is an insufficient amount of nonrecourse liabilities to allocate to each Partner an amount of nonrecourse liabilities equal to the Liability Shortfall, then an amount of nonrecourse liabilities in proportion to, and to the extent of, the Liability Shortfall shall be allocated to each Partner.

(e)References to Regulations. Any reference in this Exhibit B or the Agreement to a provision of proposed and/or temporary Regulations shall, if such provision is modified or renumbered, be deemed to refer to the successor provision as so modified or renumbered, but only to the extent such successor provision applies to the Partnership under the effective date rules applicable to such successor provision.)

(f)Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement.

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EX-10.2

Exhibit 10.2

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
BY AND AMONG
AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.,
AMERICAN REALTY CAPITAL GLOBAL OPERATING PARTNERSHIP, L.P.,
AND
AMERICAN REALTY CAPITAL GLOBAL ADVISORS, LLC
Dated as of July 15, 2013

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of July 15, 2013, is entered into among American Realty Capital Global Trust, Inc., a Maryland corporation (the “Company”), American Realty Capital Global Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Global Advisors, LLC, a Delaware limited liability company, and each Local Entity set forth in Appendix A hereto, as such Appendix may be amended from time to time.

WITNESSETH

WHEREAS, the Company is a Maryland corporation created in accordance with Maryland General Corporation Law and intends to qualify as a REIT (as defined below);

WHEREAS, the Company is the general partner of the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors of the Company, all as provided herein;

WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors of the Company, on the terms and subject to the conditions hereinafter set forth;

WHEREAS, the Company, the Operating Partnership and the Advisor entered into that certain Second Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”), dated as of July 2, 2013; and

WHEREAS, the Company, the Operating Partnership and the Advisor desire to amend and restate the Amended Advisory Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.DEFINITIONS. As used in this Agreement, the following terms have the definitions set forth below:

“Acquisition Expenses” means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

“Acquisition Fee” means the fees payable to the Advisor or its assignees pursuant to Section 10(a).

“Advisor” means American Realty Capital Global Advisors, LLC, a Delaware limited liability company, any successor advisor to the Company and the Operating Partnership, or any Person to which American Realty Capital Global Advisors, LLC or any successor advisor subcontracts substantially all its functions. Notwithstanding the foregoing, a Person hired or retained by American Realty Capital Global Advisors, LLC to perform property management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all the functions of American Realty Capital Global Advisors, LLC with respect to the Company and the Operating Partnership as a whole shall not be deemed to be an Advisor.

“Affiliate” or “Affiliated” means with respect to any Person, (i) any other Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such Person; (ii) any other Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such Person; (iii) any other Person directly or indirectly controlling, controlled by or under common control with such Person; (iv) any executive officer, director, trustee or general partner of such Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble, and such term shall include any amendment or supplement hereto from time to time.

“Amended Advisory Agreement”has the meaning set forth in the preamble.

“Annual Subordinated Performance Fee” means the fees payable to the Advisor or its assignees pursuant to Section 10(f).

“Articles of Incorporation” means the charter of the Company, as the same may be amended from time to time.

“Asset Management Fee” means the fees payable to the Advisor or its assignees pursuant to Section 10(d).

“Average Invested Assets” has the meaning set forth in the Articles of Incorporation. For an equity interest owned in a Joint Venture, the calculation of Average Invested Assets shall take into consideration the underlying Joint Venture’s aggregate book value for the equity interest.

“Board of Directors” or “Board” means the Board of Directors of the Company.

“By-laws” means the by-laws of the Company, as amended and as the same are in effect from time to time.

“Cause” means (i) fraud, criminal conduct, willful misconduct or illegal or negligent breach of fiduciary duty by the Advisor, or (ii) if any of the following events occur: (A) the Advisor shall breach any material provision of this Agreement, and after written notice of such breach, shall not cure such default within thirty (30) days or have begun action within thirty (30) days to cure the default which shall be completed with reasonable diligence; (B) the Advisor shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator, or trustee of the Advisor, for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against the Advisor for reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days; or (C) the Advisor shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for itself or for all or substantially all its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due.

“Change of Control” means a change of control of the Company of a nature that would be required to be reported in response to the disclosure requirements of Schedule 14A of Regulation 14A promulgated under the Exchange Act, as enacted and in force on the date hereof, whether or not the Company is then subject to such reporting requirements; provided, however, that, without limitation, a Change of Control shall be deemed to have occurred if: (i) any “person” (within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof) is or becomes the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing 9.8% or more of the combined voting power of the Company’s securities then outstanding; (ii) there occurs a merger, consolidation or other reorganization of the Company which is not approved by the Board of Directors; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person, which disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders that results in the contesting party electing candidates to a majority of the Board of Directors’ positions next up for election.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Common Stock” means the shares of the Company’s common stock, par value $0.01 per share.

“Company” has the meaning set forth in the preamble.

“Competitive Real Estate Commission” means a real estate or brokerage commission for the purchase or sale of an asset which is reasonable, customary and competitive in light of the size, type and location of the asset.

“Contract Purchase Price” has the meaning set forth in the Articles of Incorporation.

“Contract Sales Price” means the total consideration received by the Company for the sale of an Investment.

“Cost of Assets” means, with respect to a Real Estate Asset, the purchase price, Acquisition Expenses, capital expenditures and other customarily capitalized costs, but shall exclude Acquisition Fees associated with such Real Estate Asset.

“Dealer Manager” means Realty Capital Securities, LLC, or such other Person selected by the Board of Directors to act as the dealer manager for the Offering.

“Dealer Manager Fee” means the fee from the sale of Shares in a Primary Offering, payable to the Dealer Manager for serving as the dealer manager of such Primary Offering.

“Director” means a director of the Company.

“Distributions” means any distributions of money or other property by the Company to Stockholders, including distributions that may constitute a return of capital for U.S. federal income tax purposes.

“Excess Amount” has the meaning set forth in Section 13.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. Reference to any provision of the Exchange Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Expense Year” has the meaning set forth in Section 13.

“Financing Coordination Fee” means the fees payable to the Advisor pursuant to Section 10(e).

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Foreign Investment Strategy” means the Company’s investment strategy consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board, pursuant to which (i) up to 40% of the Company’s investments may be located in Europe and (ii) up to 10% of the Company’s investments may be located elsewhere internationally.

“Foreign Investment” shall mean any transaction in accordance with the Foreign Investment Strategy.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Good Reason” means: (i) any failure to obtain a satisfactory agreement from any successor to the Company or the Operating Partnership to assume and agree to perform obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company or the Operating Partnership.

“Gross Proceeds” means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Selling Commissions, volume discounts, any marketing support and due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.

“Indemnitee” has the meaning set forth in Section 21.

“Independent Director” has the meaning set forth in the Articles of Incorporation.

“Independent Valuation Advisor” means a firm that is (i) engaged in the business of conducting appraisals on real estate properties, (ii) not an affiliate of the Advisor and (iii) engaged by the Company with the Board’s approval to appraise the Real Properties and other Investments pursuant to the Valuation Guidelines.

“Insourced Acquisition Expenses” means Acquisition Expenses incurred in connection with services performed by the Advisor or any of its Affiliates, including legal advisory expenses, due diligence expenses, personnel expenses, acquisition-related administrative and advisory expenses, survey, property, contract review expenses, travel and communications expenses and other closing costs.

“Investments” means any investments by the Company or the Operating Partnership, directly or indirectly, in Real Estate Assets, Real Estate Related Loans or any other asset.

“Joinder” means the form of Joinder to this Agreement, attached hereto as Exhibit A.

“Joint Ventures” means the joint venture or partnership or other similar arrangements (other than between the Company and the Operating Partnership) in which the Company or the Operating Partnership or any of their subsidiaries is a co-venturer, limited liability company member or limited partner or general partner, which are established to acquire or hold Investments.

“Listing” means the listing of the Common Stock on a national securities exchange, or the trading of Common Stock in the over-the-counter-market.

“Loans” means any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages and mezzanine loans.

“Local Entity” means a wholly owned subsidiary of the Operating Partnership or Joint Venture controlled by the Operating Partnership created in respect a Foreign Investment and listed on Appendix A to the Advisory Agreement, as such Appendix shall be updated from time to time by the Advisor upon the formation of a Local Entity in connection with a Foreign Investment to reflect accurately the inclusion of such Local Entity. Such updates to Appendix A shall not require the consent or approval of the other parties hereto.

“Management Agreement” means the Property Management and Leasing Agreement, dated as of April 20, 2012, among the Company, the Operating Partnership and American Realty Capital Global Properties, LLC, as the same may be amended from time to time.

“Market Check” means an analysis comparing (a) the amount of Insourced Acquisition Expenses paid in the previous calendar year to the Advisor or any of its Affiliates with (b) the projected amount of Acquisition Expenses for the following calendar year assuming that a Person other than the Advisor or its Affiliates performs substantially similar services for a substantially similar amount of Investments.

“NAREIT FFO” means funds from operations (“FFO”), consistent with the standards established by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), as revised in February 2004 and as modified by NAREIT from time to time.

“NASAA REIT Guidelines” means the Statement of Policy Regarding Real Estate Investment Trusts as revised and adopted by the North American Securities Administrators Association on May 7, 2007, as the same may be amended from time to time.

“NAV” means the Company’s net asset value, calculated pursuant to the Valuation Guidelines.

“NAV Pricing Start Date” means the first business day of the first quarter after the Company acquires at least $1.2 billion in total portfolio assets, calculated on the basis of cost, including the Company’s pro rata share of debt attributable to such assets, on which date the Company will begin calculating NAV.

“Net Income” means, for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets.

“Notice” has the meaning set forth in Section 23.

“Offering” means any public offering and sale of Shares pursuant to an effective registration statement filed under the Securities Act.

“Operating Partnership” has the meaning set forth in the preamble.

“Operating Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 2, 2013, among the Company, American Realty Capital Trust Global Special Limited Partnership, LLC, and the Advisor, as the same may be amended from time to time.

“OP Units” means units of limited partnership interest in the Operating Partnership.

“Organization and Offering Expenses” means all expenses (other than the Selling Commission and the Dealer Manager Fee) to be paid by the Company in connection with an Offering, including legal, accounting, printing, mailing and filing fees, charges of the escrow holder and transfer agent, charges of the Advisor for administrative services related to the issuance of Shares in an Offering, reimbursement of the Advisor for costs in connection with preparing supplemental sales materials, the cost of bona fide training and education meetings held by the Company (primarily the travel, meal and lodging costs of the registered representatives of broker-dealers), attendance and sponsorship fees and cost reimbursement for employees of the Company’s Affiliates to attend retail seminars conducted by broker-dealers and, in special cases, reimbursement to soliciting broker-dealers for technology costs associated with an Offering, costs and expenses related to such technology costs, and costs and expenses associated with facilitation of the marketing of the Shares and the ownership of Shares by such broker-dealer’s customers.

“Person” has the meaning set forth in the Articles of Incorporation.

“Primary Offering” means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

“Property Manager” means (i) with respect to any Investment that is not a Foreign Investment, American Realty Capital Global Properties, LLC, and (ii) with respect to any Foreign Investment, an entity that has been retained to perform and carry out at one or more of the Properties property-management services, excluding Persons retained or hired to perform facility management or other services or tasks at a particular Property, the costs for which are passed through to and ultimately paid by the tenant at such Property.

“Prospectus” means a final prospectus of the Company filed pursuant to Rule 424(b) of the Securities Act, as the same may be amended or supplemented from time to time.

“Real Estate Assets” means any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including fee or leasehold interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.

“Real Estate Commission” means the fees payable to the Advisor pursuant to Section 10(c).

“Real Estate Related Loans” means any investments in mortgage loans and other types of real estate related debt financing, including, mezzanine loans, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests and participations in such loans, by the Company or the Operating Partnership, directly, through one or more subsidiaries or through a Joint Venture.

“Real Property” means (i) land, (ii) rights in land (including leasehold interests), and (iii) any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“Registration Statement” means the Company’s registration statement on Form S-11 (File No. 333-177563) and the prospectus contained therein.

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both, as defined pursuant to Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“Sale” or “Sales” means any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its direct or indirect ownership of any Real Estate Assets, Loan or other Investment or portion thereof, including the lease of any Real Estate Assets consisting of a building only, and including any event with respect to any Real Estate Assets that gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all the direct or indirect interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer, member or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co‑venturer, member or partner sells, grants, transfers, conveys, or relinquishes its direct or indirect ownership of any Real Estate Assets or portion thereof, including any event with respect to any Real Estate Assets which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its direct or indirect interest in any Real Estate Related Loans or portion thereof (including with respect to any Real Estate Related Loan, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its direct or indirect ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Selling Commission” means the fee payable to the Dealer Manager and reallowable to Soliciting Dealers with respect to Shares sold by them in a Primary Offering.

“Service Provider” means, with respect to a Foreign Investment, an entity or entities selected by the Advisor pursuant to a service provider agreement, in which the entity shall perform certain duties of the Advisor as set forth in this Agreement, including acquisition and management responsibilities, seeking and procuring financing for the Company’s properties, selecting and negotiating investments, including property purchases and leasebacks, and providing asset management services. The Advisor shall assign a percentage of the fees payable under this Agreement to such entities pursuant to such service provider agreement. Notwithstanding delegation of responsibilities to a Service Provider, the Advisor shall retain ultimate responsibility for the performance of all the matters entrusted to it pursuant to this Agreement.

“Shares” means the shares of beneficial interest or of common stock of the Company of any class or series, including Common Stock, that has the right to elect the Directors of the Company.

“Soliciting Dealers” means broker-dealers that are members of FINRA, or that are exempt from broker-dealer registration, and that, in either case, have executed soliciting dealer or other agreements with the Dealer Manager to sell Shares.

“Sponsor” means AR Capital Global Holdings, LLC, a Delaware limited liability company.

“Stockholders” means the holders of record of the Shares as maintained on the books and records of the Company or its transfer agent.

“Subordinated Participation Interest” means a profits interest in the Operating Partnership designated as a Class B Unit in accordance with the terms of the Operating Partnership Agreement. 

“Termination Date” means the date of termination of this Agreement.

“Total Operating Expenses” has the meaning set forth in the Articles of Incorporation. The definition of “Total Operating Expenses” set forth above is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.

“Valuation Guidelines” means the valuation guidelines adopted by the Board, as may be amended from time to time.

“2%/25% Guidelines” has the meaning set forth in Section 13.

2.APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor to perform the services set forth herein on the terms and subject to the conditions set forth in this Agreement and subject to the supervision of the Board, and the Advisor hereby accepts such appointment.

3.1DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate or third party, including any Service Provider, perform the following duties:

(a)serve as the Company’s and the Operating Partnership’s investment and financial advisor;

(b)provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;

(c)investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing);

(d)consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;

(e)subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to foreign investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;

(f)upon request, provide the Board with periodic reports regarding prospective investments;

(g)make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;

(h)negotiate on behalf of the Company and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating Partnership or any of their subsidiaries, and negotiate with investment banking firms and broker-dealers on behalf of the Company, the Operating Partnership or any of their subsidiaries, or negotiate private sales of Shares or obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a manner so that the Advisor shall be acting as broker-dealer or underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;

(i)obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership;

(j)from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;

(k)provide the Company and the Operating Partnership with all necessary cash management services;

(l)deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;

(m)notify the Board of all proposed material transactions before they are completed;

(n)effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;

(o)perform investor-relations and Stockholder communications functions for the Company;

(p)render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;

(q)maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;

(r)do all things reasonably necessary to assure its ability to render the services described in this Agreement;

(s)at the end of each quarter, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisors; and

(t)supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement.

3.2ORGANIZATIONAL AND OFFERING SERVICES. The Advisor shall perform all services related to the organization of the Company or any Offering or private sale of the Company’s securities, other than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the SEC or any state.

3.3ACQUISITION SERVICES. The Advisor shall (or shall retain other Persons to (but shall remain responsible to the Company)):

(a)Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

(b)Subject to Article 4 hereof and the investment objectives and policies of the Company and the Operating Partnership: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which Investments will be made; (c) acquire, originate and dispose of Investments on behalf of the Company or the Operating Partnership (including through Joint Ventures); (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Investments; (e) select Joint Venture partners and structure corresponding agreements; and (f) enter into leases, service contracts and other agreements for Investments;

(c)Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;

(d)Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments;

(e)Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Properties;

(f)Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and

(g)Negotiate and execute approved investments and other transactions, including acquisitions of Investments.

3.4ASSET MANAGEMENT SERVICES. The Advisor shall (or shall retain other Persons to (but shall remain responsible to the Company)):

(a)Real Estate and Related Services:

(i)Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, security investment advisors, mortgagors, the registrar and the transfer agent, construction companies, the Property Manager(s) and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

(ii)Negotiate and service the Company’s debt facilities and other financings and negotiate on behalf of the Company with banks or other lenders for debt facilities to be made to the Company or with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain debt facilities for the Company, but in no event in such a manner so that the Advisor shall be acting as a broker-dealer or underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;

(iii)Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company;

(iv)Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments;

(v)Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, investment, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;

(vi)Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company;

(vii)Oversee the performance by the Property Manager(s) of its duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance;

(viii)Conduct periodic on-site property visits to some or all (as the Advisor or its designee deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Manager(s);

(ix)Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;

(x)Coordinate and manage relationships between the Company and any co-venturers or partners; and

(xi)Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales and refinancings.

(b)Accounting and Other Administrative Services:

(i)Provide the day-to-day management of the Company and perform or supervise, as appropriate, the various administrative functions reasonably necessary for the management of the Company;

(ii)From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement;

(iii)Make reports to the Company each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, as well as any investments that have been made by the Advisor or any of its Affiliates directly, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company;

(iv)Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;

(v)Provide financial and operational planning services;

(vi)Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency;

(vii)Maintain and preserve all appropriate books and records of the Company;

(viii)Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters;

(ix)Provide the Company with all necessary cash management services;

(x)Deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with Investments;

(xi)Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders;

(xii)Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations;

(xiii)Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate;

(xiv)Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including compliance with the Sarbanes-Oxley Act of 2002;

(xv)Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;

(xvi)Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Sarbanes-Oxley Act of 2002;

(xvii)Notify the Board of all proposed material transactions before they are completed; and

(xviii)Do all things necessary to assure its ability to render the services described in this Agreement.

3.5STOCKHOLDER SERVICES. The Advisor shall (or shall retain other Persons to (but shall remain responsible to the Company)):

(a)Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

(b)Oversee the performance of the transfer agent and registrar;

(c)Establish technology infrastructure to assist in providing Stockholder support and service; and

(d)Consistent with Section 3.1, perform the various subscription processing services reasonably necessary for the admission of new Stockholders.

3.6OTHER SERVICES. Except as provided in Article 9, the Advisor shall perform any other services reasonably requested by the Company.

4.1AUTHORITY OF ADVISOR. All rights and powers to manage and control the day-to-day business and affairs of the Company shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company or a third party as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Articles of Incorporation.

4.2POWERS OF THE ADVISOR. Subject to the express limitations set forth in this Agreement, to the continuing and exclusive authority of the Board over the supervision of the Company, and to the right of the Advisor to delegate its responsibilities pursuant to Section 4.1, the power to direct the management, operation and policies of the Company shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

4.3APPROVAL BY THE BOARD. Notwithstanding anything herein to the contrary, all Investments will require the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board specified by the Board, as the case may be. If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents and other information reasonably required by them to evaluate properly the proposed transaction.

4.4MODIFICATION OR REVOCATION OF AUTHORITY OF ADVISOR. The Board may, at any time upon the giving of Notice to the Advisor, modify or revoke the authority set forth in this Section 4; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company or the Operating Partnership prior to the date of receipt by the Advisor of such notification.

6.FIDUCIARY RELATIONSHIP. The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this Agreement, has a fiduciary responsibility and duty to the Stockholders and the partners in the Operating Partnership.

7.NO PARTNERSHIP OR JOINT VENTURE. Except as provided in Section 10(h), the parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.

8.BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Company or the Operating Partnership and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor; and, upon request, the Advisor shall render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

9.RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time and from time to time. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

10.LIMITATIONS ON ACTIVITIES. Notwithstanding anything herein to the contrary, the Advisor shall refrain from taking any action which, in its sole judgment, or in the sole judgment of the Company, made in good faith, would (a) adversely affect the status of the Company as a REIT, unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Operating Partnership or the Shares, or otherwise not be permitted by the Articles of Incorporation or By-laws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

11.FEES.

(a)Acquisition Fees. Subject to Section 10(b), the Company (and with respect to a Foreign Investment, the applicable Local Entity) shall pay an Acquisition Fee to the Advisor or its assignees as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of Investments. If the Advisor is terminated without Cause pursuant to Section 17(a), the Advisor or its assignees shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire any such Investment had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its assignees shall equal one percent (1.0%) of the Contract Purchase Price of each asset acquired. The purchase price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase Price of the asset, and (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly by the Company or the Operating Partnership. For purposes of this Section 10(a), “ownership percentage” shall be the percentage of capital stock, membership interests, partnership interests or other equity interests held by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay to the Advisor or its assignees the Acquisition Fee promptly upon the closing of the Investment and shall cover services rendered by the Advisor or its Affiliates until such time as a letter of intent to purchase such Investment has been submitted to the seller by the Advisor and the Advisor has presented a detailed investment memorandum to the Board of Directors for approval. In addition, if during the period ending two years after the close of the initial Offering, the Company sells an Investment and then reinvests in other Investments, the Company will pay to American Realty Capital Global Advisors, LLC or its assignees one percent (1.0%) of the Contract Purchase Price of the Investments.

(b)Limitation on Total Acquisition Fees, Financing Coordination Fees and Acquisition Expenses.

(i)The total of all Acquisition Fees, Financing Coordination Fees and Acquisition Expenses payable in connection with the Company’s total portfolio of Investments and reinvestments, if any, shall be reasonable and shall not exceed an amount equal to four and one-half percent (4.5%) of the Contract Purchase Price of the Company’s total portfolio of Investments or four and one-half percent (4.5%) of the amount advanced for the Company’s total portfolio of Investments; provided, however, that once all the proceeds from the initial Offering have been fully invested, the total of all Acquisition Fees and Financing Coordination Fees shall not exceed one and one-half percent (1.5%) of the Contract Purchase Price of all the Investments acquired; provided, further, however, that a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees and expenses in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the Company.

(ii)In accordance with the Articles of Incorporation, the total of all Acquisition Fees and Acquisition Expenses payable in connection with any Investment or any reinvestment shall be reasonable and shall not exceed an amount equal to four and one-half percent (4.5%) of the Contract Purchase Price of the Investment or four and one-half percent (4.5%) of the amount advanced for any Investment; provided, further, however, that a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees and expenses in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the Company.

(c)Real Estate Commission. In connection with a Sale of a Real Estate Asset in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services, as determined by the Independent Directors, the Company shall pay to the Advisor or its assignees a Real Estate Commission up to the lesser of (i) two percent (2.0%) of the Contract Sales Price of such Real Estate Asset or (ii) one-half of the Competitive Real Estate Commission paid if a non-Affiliate is also involved; provided, however, that in no event may the Real Estate Commission paid to the Advisor, its Affiliates and non-Affiliates exceed the lesser of six percent (6.0%) of the Contract Sales Price and a Competitive Real Estate Commission.

(d)Asset Management Fee. The Company (and with respect to a Foreign Investment, the applicable Local Entity) shall pay an Asset Management Fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets up to and including December 31, 2012 in an amount equal to 0.75% per annum of the Cost of Assets. The Asset Management Fee will be reduced to the extent that NAREIT FFO, as adjusted, during the six months ending on the last day of the calendar quarter immediately preceding the date that such Asset Management Fee is payable, is less than the Distributions declared with respect to such six month period. For purposes of this determination, NAREIT FFO, as adjusted, is NAREIT FFO adjusted to (i) include acquisition fees and related expenses, which is deducted in computing NAREIT FFO; and (ii) include non-cash restricted stock grant amortization, if any, which is deducted in computing NAREIT FFO.

(e)Financing Coordination Fee.   The Company shall pay a Financing Coordination Fee to the Advisor or its assignees in connection with the financing of any Investment, assumption of any Loans with respect to any Investment or refinancing of any Loan in an amount equal to three-quarters of one percent (0.75%) of the amount made available and/or outstanding under any such Loan, including any assumed Loan.  The Advisor may reallow some of or all this Financing Coordination Fee to reimburse third parties with whom it may subcontract to procure any such Loan.

(f)Annual Subordinated Performance Fee. The Company (and with respect to a Foreign Investment, the applicable Local Entity) may pay an Annual Subordinated Performance Fee to the Advisor calculated on the basis of the total return to Stockholders, payable monthly in arrears in any year in which the Company’s total return on Stockholders’ capital contributions exceeds six percent (6%) per annum. In such year, the Advisor will be paid fifteen percent (15%) of the excess total return, not to exceed ten percent (10%) of the aggregate total return for such year. This fee will only be payable upon the sale of assets or other event which results in the Company’s total return on Stockholders’ Capital contributions exceeding six percent (6%) per annum.

(g)Payment of Fees. In connection with the Acquisition Fee, Real Estate Commission, Annual Subordinated Performance Fee and Financing Coordination Fee, the Company (and with respect to a Foreign Investment, the applicable Local Entity) shall pay such fees to the Advisor or its assignees in cash, in Shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. The Asset Management Fee shall be payable, at the discretion of the Board of Directors, up to and including December 31, 2012, in cash, Shares or grants of restricted Shares, or any combination thereof. For the purposes of the payment of any fees in Shares, (i) if at the applicable time an Offering is underway, (a) prior to the NAV Pricing Start Date, each Share shall be valued at the per-share offering price of the Shares in such Offering minus the maximum Selling Commissions and Dealer Manager Fee allowed in such Offering, and (b) after the NAV Pricing Start Date, each Share shall be valued at the then-current NAV per Share; and (ii) at all other times, each Share shall be valued by the Board in good faith (A) at the estimated value thereof, calculated in accordance with the provisions of NASD Rule 2340(c)(1) (or any successor or similar FINRA rule), or (B) if no such rule shall then exist, at the fair market value thereof; provided, however, that in the case of Asset Management Fees payable in grants of restricted Shares, each Share shall be valued in accordance with the provisions of the equity incentive plan of the Company pursuant to which such grants are to be made.

(h)Exclusion of Certain Transactions.

(i)If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

(ii)Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain of the Stockholders shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties.

(iii)The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers.

(iv)If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services

(i)Subordinated Participation Interests. The Company shall cause the Operating Partnership to periodically issue Subordinated Participation Interests in the Operating Partnership to the Advisor or its assignees, pursuant to the terms and conditions contained in the Operating Partnership Agreement, in connection with the Advisor’s (or its assignees’) management of the Operating Partnership’s assets commencing on January 1, 2013.

(j)Limitation on Insourced Acquisition Expenses.

(i)The total of all Insourced Acquisition Expenses with respect to any Investment shall initially be fixed at, and shall not exceed, 0.50% of the Contract Purchase Price of the Investment or 0.50% of the amount advanced for an Investment, which the Company shall pay to the Advisor or its Affiliate at the closing of each Investment. For the avoidance of doubt, no payment in respect of Insourced Acquisition Expenses shall be made unless the Advisor or its Affiliates shall have performed services related to selecting, evaluating and acquiring an Investment, regardless of whether such Investment is ultimately acquired.

(ii)The total of all Insourced Acquisition Expenses for any calendar year shall initially be fixed at, and shall not exceed, 0.50% of the Contract Purchase Price of the Investments acquired during such period or 0.50% of the amounts advanced for the Investments made during such period (to be prorated for any partial calendar year); provided, however, within a reasonable period of time following the end of each such calendar year, the Company shall perform a Market Check and provide the results thereof to the Advisor within a reasonable period of time and, if the result of the Market Check is that the projected amount of Acquisition Expenses that would be incurred if substantially similar services with respect to a substantially similar amount of properties were to be provided by a Person other than the Advisor or any of its Affiliates during the subsequent calendar year is lower than the amount of Insourced Acquisition Expenses paid to the Advisor or its Affiliates during the previous calendar year, either (A) the Advisor shall agree to reduce the cap on the Insourced Acquisition Expenses until the next Market Check such that the cap on Insourced Acquisition Expenses does not exceed the projected amount of Acquisition Expenses that would be incurred if substantially similar services with respect to a substantially similar amount of properties were to be provided by a Person other than the Advisor or any of its Affiliates during the subsequent calendar year or (B) the Company may outsource to a Person other than the Advisor or its Affiliate certain services previously provided by the Advisor or its Affiliates until the next Market Check.

12.EXPENSES.

(a)In addition to the compensation paid to the Advisor pursuant to Section 10, the Company or the Operating Partnership shall pay directly or reimburse the Advisor for all the expenses paid or incurred by the Advisor or its Affiliates in connection with the services it provides to the Company and the Operating Partnership pursuant to this Agreement, including, the following:

(iii)Organization and Offering Expenses, including third-party due diligence fees related to the Primary Offering, as set forth in detailed and itemized invoices; provided, however, that the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount of Organization and Offering Expenses paid by the Company and the Operating Partnership to exceed one and one-half percent (1.5%) of the Gross Proceeds raised in all Primary Offerings;

(iv)Acquisition Expenses, subject to the limitations set forth in Section 10(b) and Insourced Acquisition Expenses, subject to the limitations set forth in Section 10(j);

(v)the actual cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;

(vi)interest and other costs for Loans, including discounts, points and other similar fees;

(vii)taxes and assessments on income of the Company or Investments;

(viii)costs associated with insurance required in connection with the business of the Company or by the Board;

(ix)expenses of managing and operating Investments owned by the Company, whether payable to an Affiliate of the Company or a non-affiliated Person;

(x)all expenses in connection with payments to the Directors for attending meetings of the Board and Stockholders;

(xi)expenses associated with a Listing, if applicable, or with the issuance and distribution of Shares, such as selling commissions and fees, advertising expenses, taxes, legal and accounting fees, listing and registration fees;

(xii)expenses connected with payments of Distributions;

(xiii)expenses of organizing, revising, amending, converting, modifying or terminating the Company, the Operating Partnership or any subsidiary thereof or the Articles of Incorporation, By-laws or governing documents of the Operating Partnership or any subsidiary of the Company or the Operating Partnership;

(xiv)expenses of maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;

(xv)administrative service expenses, including all costs and expenses incurred by Advisor or its Affiliates in fulfilling its duties hereunder, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services; provided, however, that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees perform services for which the Advisor receives a separate fee; and

(xvi)audit, accounting and legal fees.

(b)Commencing upon the earlier to occur of (i) the fifth fiscal quarter after the Company makes its first Investment and (ii) six (6) months after the commencement of the initial Offering, expenses incurred by the Advisor on behalf of the Company and the Operating Partnership or in connection with the services provided by the Advisor hereunder and payable pursuant to this Section 11 shall be reimbursed (excluding Insourced Acquisition Expenses which shall be paid as described in Section 10(j)(i) of this Agreement), no less than monthly, to the Advisor.

13.OTHER SERVICES. Should the Board request that the Advisor or any director, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Advisor and the Board, including a majority of the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.

14.REIMBURSEMENT TO THE ADVISOR. The Company (and with respect to a Foreign Investment, the applicable Local Entity) shall not reimburse the Advisor at the end of any fiscal quarter in which Total Operating Expenses incurred by the Advisor for the four (4) consecutive fiscal quarters then ended (the “Expense Year” ) exceed (the “Excess Amount”) the greater of two percent (2%) of Average Invested Assets or twenty-five percent (25%) of Net Income (the “2%/25% Guidelines”) for such year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company or, at the option of the Company, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor in one or more of such years, provided that there shall be sent to the Stockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

15.OTHER ACTIVITIES OF THE ADVISOR. Except as set forth in this Section 14, nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Sponsor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee or stockholder of the Advisor or any of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other Person and earn fees for rendering such services; provided, however, that the Advisor must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or similar co-investment arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor will earn fees for rendering such advice and service.

The Advisor shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person. If the Advisor, Director or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, the Advisor shall inform the Board of the method to be applied by the Advisor in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates to the Board of the investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable best efforts to apply such method fairly to the Company.

16.THE AMERICAN REALTY CAPITAL NAME. The Advisor and its Affiliates have or may have a proprietary interest in the names “American Realty Capital,” “ARC” and “AR Capital.” The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in any of the names “American Realty Capital,” “ARC” and “AR Capital,” a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the names” American Realty Capital,” “ARC” and “AR Capital” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve of any use by the Company of the names “American Realty Capital,” “ARC” and “AR Capital,” such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the names “American Realty Capital,” “ARC” and “AR Capital” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the names “American Realty Capital,” “ARC” and “AR Capital” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove any references to the words “American Realty Capital,” “ARC” and “AR Capital.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having any of the names “American Realty Capital,” “ARC” and “AR Capital” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the names “American Realty Capital,” “ARC” and “AR Capital” licensed hereunder or the use thereof (including without limitation as to whether the use of the names “American Realty Capital,” “ARC” and “AR Capital” will be free from infringement of the intellectual property rights of third parties. Notwithstanding the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of the names “American Realty Capital,” “ARC” and “AR Capital.”

17.TERM OF AGREEMENT. This Agreement shall continue in force for a period of one year from the date hereof. Thereafter, the term may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties.

18.TERMINATION BY THE PARTIES. This Agreement may be terminated upon sixty (60) days’ prior written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control; provided, that termination of this Agreement with Cause shall be upon forty-five (45) days’ prior written notice.  The provisions of Sections 15 and 19 through 31 (inclusive) of this Agreement shall survive any expiration or earlier termination of this Agreement.

19.ASSIGNMENT.

(a)Assignment of Agreement. This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a Person which is a successor to all the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor Person shall be bound hereunder and by the terms of said assignment in the same manner as the Company or the Operating Partnership, as applicable, is bound by this Agreement.

(b)Assignment of Payments. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board, and the Company shall honor and pay directly the assignee of such assignment.

20.PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

(a)Amounts Owed. After the Termination Date, the Advisor shall be entitled to receive from the Company or the Operating Partnership within thirty (30) days after the effective date of such termination all amounts then accrued and owing to the Advisor, including all its interest in the Company’s income, losses, distributions and capital by payment of an amount equal to the then-present fair market value of the Advisor’s interest, subject to the 2%/25% Guidelines to the extent applicable.

(b)Advisor’s Duties. The Advisor shall promptly upon termination of this Agreement:

(i)pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii)deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii)deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Advisor; and

(iv)cooperate with the Company and the Operating Partnership to provide an orderly management transition.

21.INCORPORATION OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT. To the extent that the Articles of Incorporation or the Operating Partnership Agreement as in effect on the date hereof impose obligations or restrictions on the Advisor or grant the Advisor certain rights which are not set forth in this Agreement, the Advisor shall abide by such obligations or restrictions and such rights shall inure to the benefit of the Advisor with the same force and effect as if they were set forth herein.

22.INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP.

(a)The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met:

(i)the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership;

(ii)the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership;

(iii)such Loss was not the result of negligence or willful misconduct by the Indemnitee; and

(iv)such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders.

(b)Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met:

(i)there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;

(ii)such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or

(iii)a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws.

(c)In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied:

(i)the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership;

(ii)the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and

(iii)the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

23.INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from Losses, including reasonable attorneys’ fees, to the extent that such Losses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

24.NOTICES. Any notice, report or other communication (each a “Notice”) required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation, the By-laws, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below:

To the Company:	American Realty Capital Global Trust, Inc. 405 Park Avenue New York, New York 10022 Attention: Edward M. Weil, Jr. with a copy to: Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times SquareNew York, New York 10036
To the Operating Partnership:	American Realty Capital Global Operating Partnership, L.P.405 Park AvenueNew York, New York 10022 Attention: Edward M. Weil, Jr. with a copy to: Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times SquareNew York, New York 10036
To the Advisor:	American Realty Capital Global Advisors, LLC405 Park AvenueNew York, New York 10022 Attention: Edward M. Weil, Jr. with a copy to: Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times SquareNew York, New York 10036

Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 23.

25.MODIFICATION. This Agreement shall not be amended, supplemented, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

26.SEVERABILITY. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

27.GOVERNING LAW. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect, without regard to the principles of conflicts of laws thereof.

28.ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

29.NO WAIVER. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

30.PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

31.HEADINGS. The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

32.EXECUTION IN COUNTERPARTS. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

33.JOINDER. Upon the formation of any Local Entity, the Operating Partnership shall cause such Local Entity to, as promptly as practicable, execute the Joinder in the form attached hereto as Exhibit A.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.

By: /s/ Nicholas S. Schorsch
Nicholas S. Schorsch, Chairman and
Chief Executive Officer

AMERICAN REALTY CAPITAL GLOBAL OPERATING PARTNERSHIP, L.P.    

American Realty Capital Global Trust, Inc., its General Partner

By: /s/ Nicholas S. Schorsch
Nicholas S. Schorsch, Chairman
and Chief Executive Officer

AMERICAN REALTY CAPITAL GLOBAL ADVISORS, LLC

By: /s/ Edward M. Weil, Jr.
Edward M. Weil, Jr., President

ARC GNAV – Advisory Agreement

Appendix AList of Local Entities

Exhibit A

[Form of Joinder Agreement

The undersigned hereby agrees, effective as of ______, to become a party to, to be bound by, and to comply with the provisions of that certain Amended and Restated Advisory Agreement (the “Agreement”) dated as of [ ], 2013, by and among American Realty Capital Global Trust, Inc. (the “Company”) and the parties named therein. The address and facsimile number to which notices may be sent to the undersigned is as follows:

[__________]

[__________]

[__________]

By: _____________________________

Name:

Title:

EX-10.18

Exhibit 10.18

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

Kulicke and Soffa Industries, Inc.: Fort Washington, PA

THIS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between AR CAPITAL, LLC, a Delaware limited liability company (“Buyer”), and ALLIANCE HSP FORT WASHINGTON OFFICE I LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”).

In consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Terms and Definitions. The terms listed below shall have the respective meaning given them as set forth adjacent to each term.

(a)“Broker” shall mean the Stan Johnson Company, acting as Seller’s agent.

(b)“Closing” shall mean the consummation of the transaction contemplated herein, which shall occur, subject to any applicable extension periods set forth in this Agreement, on or before the date that is ten (10) business days after the last day of the Due Diligence Period (as defined herein) unless the Buyer waives the full Due Diligence Period and elects to close earlier by providing at least five (5) business days’ written notice thereof to Seller. The date of Closing is sometimes hereinafter referred to as the “Closing Date.” Neither party will need to be present at Closing, it being anticipated that the parties will deliver all Closing documents and deliverables in escrow to the Escrow Agent prior to the date of Closing.

(c)“Due Diligence Period” shall mean the period beginning upon the Effective Date and extending until 11:59 PM EST on the date that is twenty eight (28) days thereafter or the date on which Seller receives written notice of Buyer’s waiver of the Due Diligence Period. Seller shall deliver to Buyer all of the Due Diligence Materials in Buyer’s possession or reasonable control within three (3) business days after the Effective Date, and for each day that passes thereafter until all of the Due Diligence Materials are delivered to Buyer, the Due Diligence Period and the Closing Date shall be extended by one (1) business day. Upon request after delivery of the Due Diligence Materials by Seller, Buyer shall confirm receipt thereof.

(d)“Earnest Money” shall mean FIVE HUNDRED THOUSAND and NO/100 Dollars ($500,000.00). The Earnest Money shall be delivered to Escrow Agent within three (3) business days after the Effective Date. The Earnest Money shall be deposited by Buyer in escrow with Escrow Agent, to be applied as part payment of the Purchase Price at the time the sale is closed, or disbursed as agreed upon in accordance with the terms of this Agreement. Seller and Buyer each shall pay one-half of all reasonable escrow fees charged by Escrow Agent. If Buyer fails to deliver the Earnest Money within three (3) business days after the Effective Date for any reason whatsoever, this Agreement shall immediately and automatically be null and void and of no further force and effect.

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(e) “Effective Date” This Agreement shall be signed by both Seller and Buyer. The date of execution and delivery of this Agreement by both Seller and Buyer shall be the “Effective Date” of this Agreement.

(f)“Escrow Agent” shall mean Stewart Title Guaranty,5935 Carnegie Blvd., Suite 301, Charlotte, NC 28209. Attention:  Regina L. Fiegel, Telephone:  (704-401-2010), Telecopy: (704-401-2039); E-Mail: rfiegel@stewart.com The parties agree that the Escrow Agent shall be responsible for (x) organizing the issuance of the Commitment and Title Policy, (y) preparation of the closing statement, and (z) collection and disbursement of the funds.

(g)“Lease” shall mean that certain Agreement of Lease dated as of June 30, 2005 (the “Lease”) between 1005 Virginia Associates, L.P., as Seller’s predecessor-in-interest (“1005 Virginia”), as landlord, and Kulicke and Soffa Industries, Inc., as tenant (“Tenant”), as amended pursuant to that certain First Modification of Agreement of Lease, dated as of September 21, 2006, by and between 1005 Virginia and Tenant, as further amendment pursuant to that certain Second Amendment to Lease Agreement dated as of October 1, 2012, by and between Seller and Tenant.

(h)“Net Operating Income” shall mean the sum of the Annual Rent, the Management Fee Income and the HVAC Amortization Income, each as set forth on Schedule I attached hereto.

(i)“Property” shall mean (23) that certain real property located at 1005 Virginia Drive, Fort Washington, Pennsylvania 19034, being more particularly described on Exhibit A, attached hereto and incorporated herein (the “Real Property”) together with all buildings, facilities and other improvements located thereon (collectively, the “Improvements”); (23) all right, title and interest of Seller under the Lease and all security deposits (if any) that Seller is holding pursuant to the Lease; (23) all right, title and interest of Seller in all machinery, furniture, equipment and items of personal property of Seller attached or appurtenant to, located on or used in the ownership, use, operation or maintenance of the Property or the Improvements (collectively, the “Personalty”); (23) all right, title and interest of Seller, if any, to any unpaid award for (23) any taking or condemnation of the Property or any portion thereof, or (23) any damage to the Property or the Improvements by reason of a change of grade of any street or highway; (e) all easements, licenses, rights and appurtenances relating to any of the foregoing; and (f) all right, title and interest of Seller in and to any warranties, tradenames, logos (including any federal or state trademark or tradename registrations), or other identifying name or mark now used in connection with the Real Property and/or the Improvements, but expressly excluding any such property to the extent owned by Tenant (the “Intangible Property”).

(j)“Purchase Price” shall mean THIRTEEN MILLION TWO HUNDRED SEVENTY-EIGHT THOUSAND SEVEN HUNDRED and NO/100 Dollars ($13,278,700.00). The Purchase Price is the sum of (A) the Net Operating Income (excluding the HVAC amortization income) divided by the cap rate of nine and twelve hundredths of one-percent (9.12%) and (B) the net present value of the HVAC Amortization Income using a discount rate of nine and twelve hundredths of one-percent (9.12%). If the Net Operating Income or the HVAC Amortization Income is not the same, the Purchase Price shall be adjusted accordingly.

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(k)Seller and Buyer’s Notice address

(i)“Seller’s Notice Address” shall be as follows, except as same may be changed pursuant to the Notice section herein:

Brett Hamilton

Alliance HSP Fort Washington Office I Limited Partnership

40 Morris Avenue, Suite 230

Bryn Mawr, PA 19010

Tel. No.: 650.906.8202

Email: bhamilton@alliancehsp.com

And to:

Richard Previdi

Alliance HSP Fort Washington Office I Limited Partnership

40 Morris Avenue, Suite 230

Bryn Mawr, PA 19010

Tel. No.: 908.337.9279

Email: rprevidi@alliancehsp.com

And to:

Todd Chase

Cole, Schotz, Meisel, Forman & Leonard, P.A.

300 East Lombard Street, Suite 2000

Baltimore, MD 21202

Tel. No.: 410.528.2974

Email: tchase@coleschotz.com

(ii)“Buyer’s Notice Address” shall be as follows, except as same may be changed pursuant to the Notice section herein:

Michael Weil

AR Capital, LLC

405 Park Avenue, 15th Floor

New York, NY 10022

Tel. No.: 212.415.6505

Email: mweil@arlcap.com

And to:

Jesse Galloway

AR Capital, LLC

405 Park Avenue, 15th Floor

New York, NY 10022

Tel. No.: 212.415.6516

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Email: jgalloway@arlcap.com

And Due Diligence Materials (if provided by email) to:

duediligence@arlcap.com        

With hard copies and/or cds to:

James A. (Jim) Mezzanotte

AR Capital, LLC

7621 Little Avenue, Suite 200

Charlotte, NC 28226

Tel. No.: 704.626.4400

Email: jmezzanotte@arlcap.com

2.Purchase and Sale of the Property. Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

3.Payment of Purchase Price. The Purchase Price to be paid by Buyer to Seller shall be paid by wire transfer of immediately available funds in the amount of the Purchase Price plus or minus prorations, credits and adjustments as provided in Section 4 and elsewhere in this Agreement to Escrow Agent, at the time of Closing, or as otherwise agreed to between Buyer and Seller.

4.Proration of Expenses and Payment of Costs and Recording Fees.

(a)All real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease.

(b)All rents actually collected as of the Closing Date shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing. Buyer agrees to the extent that it receives any rent attributable to periods prior to Closing, it will refund such amounts to Seller within two (2) business days of Buyer’s receipt.

(c)Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”:

(i)All Title Policy premiums for endorsements that Seller elects to purchase to cover title issues, if any;

(ii)Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; and

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(iii)All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt.

(d)Buyer shall pay or be charged with the following costs and expenses in connection with this transaction, which costs shall be referred to as “Buyer’s Closing Costs”:

(i)All Title Policy premiums including any endorsements issued in connection with such policies exclusive of search costs and other than endorsements that Seller elects to purchase to cover title issues, if any;

(ii)all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and

(iii)Buyer shall pay for the cost of its own survey, Phase 1 environmental study and due diligence investigations.

(e)    Seller and Buyer shall split all fees, costs and/or charges for title searches, transfer taxes and conveyance fees on the sale and transfer of the Property, if any.

(f)    Each party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

5.Title. At Closing, Seller agrees to convey to Buyer fee simple title to the Property by special warranty deed, free and clear of all liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).

6.Examination of Property. Seller and Buyer hereby agree as follows:

(a)Buyer shall order a title commitment (the “Title Commitment”) from Escrow Agent, a survey and a zoning report for the Property promptly after the date hereof. All matters shown in the Title Commitment, survey or zoning report (“Title Matters”) with respect to which Buyer fails to object, or for which Buyer has objected but Seller has elected (or deemed to have elected) not to cure, prior to the expiration of the Due Diligence Period shall be deemed “Permitted Exceptions”. However, Permitted Exceptions shall not include any mechanic’s lien or any monetary lien caused or created by Seller, or any deeds of trust, mortgage, or other loan documents secured by the Property, (collectively, “Liens”). Seller shall be required to cure or remove all Liens (by payment, bond deposit or indemnity acceptable to Escrow Agent) caused or created by Seller; provided, however, if the aggregate amount of monies required to satisfy any

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Lien which is a judgment lien shall equal or exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer. Upon such termination by Seller, this Agreement shall terminate, the Earnest Money shall be promptly refunded to Buyer, and Seller shall pay to Buyer all of Buyer’s reasonable out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement, not to exceed FIFTY THOUSAND DOLLARS ($50,000), and neither party shall have any further liability to the other hereunder other than the obligations of the parties which survive Closing. Seller shall have no obligation to cure any Title Matter objected to, except as aforesaid, by Buyer. Seller shall notify Buyer of any objections which Seller elects to remove or cure within three (3) business days following receipt of Buyer’s objections. If Seller fails to deliver such notice, Seller shall be deemed to have elected not to cure any such objections. In the event that Seller refuses to remove or cure any objections, Buyer shall have the right to terminate this Agreement upon written notice to Seller given prior to the expiration of the Due Diligence Period (time being of the essence), upon which termination the Earnest Money shall be returned to Buyer and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein. If any matter not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) two (2) business days after the Buyer’s receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its objection to any such new title exception (an “Objection”). If Seller does not remove or cure such Objection prior to the date that is the later of the Closing Date and the date that is two (2) business days after Seller’s receipt of written notice of the Objection, Buyer may terminate this Agreement, in which case the Earnest Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein. Notwithstanding the foregoing, if the Objection is a result of a new title exception caused or created by Seller after the Effective Date which Seller fails to cure, Seller shall reimburse Buyer for Buyer’s reasonable out of pocket costs and expenses incurred in connection with this Agreement not to exceed FIFTY THOUSAND DOLLARS ($50,000).

(b)Within three (3) business days following the Effective Date, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extent within Seller’s possession or reasonable control: (i) a complete copy of all leases affecting the Property (unless the same have previously been provided to Buyer) and all amendments thereto and of all material correspondence relating thereto; (ii) a copy of all surveys and site plans of the Property, including without limitation any as-built survey obtained or delivered to tenants of the Property in connection with its construction; (iii) a copy of all architectural plans and specifications and construction drawings and contracts for improvements located on the Property; (iv) a copy of Seller’s title insurance commitments and policies relating to the Property; (v) a copy of the certificate of occupancy (or local equivalent) and zoning reports for the Property; and of all governmental permits/approvals; (vi) a copy of all environmental, engineering and physical condition reports for the Property; (vii) copies of the Property’s real estate tax bills for the current and prior two (2) tax years or, if the Property has been owned by Seller for less than two (2) tax years, for the period of ownership; (viii) the operating statements of the Property for the twenty four (24) calendar months immediately preceding the Effective Date or if the Tenant has been operating for less than twenty-four (24) months, for the period of operation; (ix) all service contracts and insurance policies which affect the Property, if any; (x) a copy of all warranties relating to the improvements constructed on

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the Property, including without limitation any roof warranties; and (xi) a written inventory of all items of personal property to be conveyed to Buyer, if any (the “Due Diligence Materials”). Seller shall deliver any other documents relating to the Property reasonably requested by Buyer, to the extent within Seller’s possession or reasonable control, within three (3) business days following such request. Additionally, during the term of this Agreement, Buyer, its agents and designees, shall have the right to enter the Property for the purposes of inspecting the Property, making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other non-invasive investigations and inspections as Buyer may reasonably require to assess the condition and suitability of the Property; provided, however, that such activities by or on behalf of Buyer on the Property shall not damage the Property nor interfere with construction on the Property or the conduct of business by Tenant under the Lease; and provided further, however, that Buyer shall indemnify and hold Seller harmless from and against any and all claims or damages to the extent resulting from the activities of Buyer on the Property, and Buyer shall repair any and all damage caused, in whole or in part, by Buyer and return the Property to its condition prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Buyer shall not perform or cause to be performed, without Seller’s prior written consent, any invasive or destructive sampling or testing of any media, including, but not limited to, water, soil and all other media (the “Invasive Testing”), which consent shall be in Seller’s sole discretion. If Buyer determines that Invasive Testing is required, then Buyer shall provide Seller with copies of any diligence that may be reasonably required by Seller to determine whether to consent to such Invasive Testing. Promptly upon receipt, Buyer shall provide to Seller copies of the results and reports produced as a result of any such Invasive Testing, provided that neither Buyer nor its third party contractors or agents shall be required to provide any representations or warranties to Seller in relation to such results and reports. Seller shall reasonably cooperate with the efforts of Buyer and the Buyer’s representatives to inspect the Property. After the Effective Date, Buyer shall be permitted to speak and meet with Tenant in connection with Buyer’s due diligence, provided, however that Seller shall contact Tenant to arrange any interviews, and (ii) a representative of Seller shall be present during any such interview, if requested by Seller. Upon signing this agreement, Seller shall provide Buyer with the name of a contact person(s) for the purpose of arranging site visits. Buyer shall give Seller reasonable written notice (which in any event shall not be less than two (2) business days) before entering the Property, and Seller may have a representative present during any and all examinations, inspections and/or studies on the Property. Buyer shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice thereof to Seller and the Escrow Agent prior to the expiration of the Due Diligence Period, in which event this Agreement shall become null and void, Buyer shall receive a refund of the Earnest Money, and all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein. Prior to the time Buyer avails itself of the rights herein contained to enter upon the Property, Buyer shall deliver to Seller evidence that Buyer, Buyer’s agents and contractors, or the particular party who intends to enter upon the Property, has in effect a fully paid policy of insurance that insures Buyer and Seller against any liability normally covered by a general public liability policy with limits of at least ONE MILLION DOLLARS ($1,000,000.00) per occurrence. The policy maintained, or caused to be maintained, pursuant to this Section 3.5 shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name Seller as an additional insured party, and (ii) contain a provision that the insurance provided thereunder shall be primary and noncontributing with any other insurance available to Seller. If Buyer fails to deliver a notice of

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termination to Seller in accordance with this Section prior to the expiration of the Due Diligence Period, such failure shall be deemed a determination by Buyer to proceed to Closing, subject to and in accordance with the terms of this Agreement and the Earnest Money shall be non-refundable, except as expressly set forth herein (i.e., Seller’s default, failure of a condition precedent to Buyer’s obligation to close and casualty/condemnation, and a new Objection as described in Section 6(a) of this Agreement). Buyer’s obligations set forth in this Section shall survive Closing and/or the termination of this Agreement.

(c)Within two (2) business days following the Effective Date, Seller shall request Estoppel Certificates certified to the following: “AR Capital, LLC, ARC KSFTWPA001, LLC, and their lender, successors and assigns” (and simultaneously provide Buyer with a copy of such request) and a waiver of Tenant’s right of first refusal, if any. It shall be a condition of Closing that Seller shall have obtained an estoppel certificate from Tenant in substantially the form attached hereto as Exhibit F or, if Tenant refuses to sign the requested form, then in the form of estoppel certificate required by the Lease (the “Tenant Estoppel Certificate”), and Seller shall use good faith efforts to obtain the same. Seller shall promptly deliver to Buyer photocopies or pdf files of the executed estoppel certificate when Seller receives the same. If Seller is unable to deliver the Tenant Estoppel pursuant to the foregoing sentence on or before the Closing Date, Seller may extend the Closing Date up to fifteen (15) days in order to give Seller additional time to deliver such Tenant Estoppel. If Seller is unable to deliver such estoppel certificate on or before the Closing Date (as the same may be extended), such failure shall not be a default hereunder, and Buyer may, at its option, terminate this Agreement by written notice thereof to Seller on or before the Closing Date, in which case the Earnest Money shall be returned to Buyer, and neither party shall have any further liability under this Agreement, other than obligations which expressly survive the termination of this Agreement, or waive this condition and proceed to Closing

(d)Seller shall use good faith efforts to obtain subordination, non-disturbance and attornment agreement from Tenant in form and substance reasonably acceptable to Buyer and Buyer’s Lender, if applicable (the “SNDA”). Delivery of an SNDA shall not be a condition to Buyer’s obligation to proceed to Closing, nor shall the failure to deliver an SNDA be a default by Seller hereunder.

(e)Seller shall use good faith efforts to obtain estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer. Delivery of such estoppel certificates shall not be a condition to Buyer’s obligation to proceed to Closing, nor shall the failure to deliver such estoppel certificates be a default by Seller hereunder.

7.Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property

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or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination the Earnest Money shall be returned to the Buyer and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

8.Earnest Money Disbursement. The Earnest Money shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions:

(a)If the Closing occurs, Escrow Agent shall deliver the Earnest Money to, or upon the instructions of, Seller and Buyer on the Closing Date to be applied as part payment of the Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall deliver the Earnest Money to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (a). Subject to the last sentence of this clause (a), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Earnest Money, Escrow Agent shall give written notice to the other party of the Demand within one business day after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice by Escrow Agent, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court. Notwithstanding the foregoing provisions of this clause (a) if Buyer delivers a notice to Escrow Agent and the Seller stating that Buyer has terminated this Agreement on or prior to the expiration of the Due Diligence Period, then Escrow Agent shall immediately return the Earnest Money to Buyer without the necessity of delivering any notice to, or receiving any notice from Seller.

(b)The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Buyer shall jointly and

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severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent shall hold the Earnest Money in escrow and shall disburse the Earnest Money pursuant to the provisions of this Section 8.

9.Default

(a)In the event Buyer defaults in any of its obligations undertaken in this Agreement, Seller shall be entitled to, as its sole and exclusive remedy to either: (i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the terms and provisions hereof; or (ii) declare this Agreement to be terminated, and Seller shall be entitled to immediately receive all of the Earnest Money as liquidated damages as and for Seller’s sole remedy. Upon such termination, neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that (a) actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the amount specified as liquidated damages is not disproportionate to the damages that would be suffered and the costs that would be incurred by Seller as a result of having withdrawn the Property from the market, and (c) Buyer desires to limit its liability under this Agreement to the amount of the Earnest Money paid in the event Buyer fails to complete Closing. Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer, except in connection with obligations which are expressly stated to survive the termination of this Agreement and Closing (i.e., Buyer’s indemnification of Seller in connection with Buyer’s right of entry onto the Property). In no event under this Section or otherwise shall Buyer be liable to Seller for any punitive, speculative or consequential damages.

(b)In the event of a default in the obligations herein taken by Seller with respect to the Property, Buyer may, as its sole and exclusive remedy, either: (i) waive any unsatisfied conditions and proceed to Closing in accordance with the terms and provisions hereof; (ii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, upon which termination the Earnest Money shall be refunded to Buyer, Seller shall pay to Buyer all of Buyer’s reasonable out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement, not to exceed Fifty Thousand Dollars ($50,000), which return and payment shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof; (iii) enforce specific performance of Seller’s obligations hereunder; or (iv) by notice to Seller given on or before the Closing Date, extend the Closing Date for a period of up to thirty (30) days (the “Closing Extension Period”), and the “Closing Date” shall be moved to the last day of the Closing Extension Period. If Buyer so extends the Closing Date, then Seller may, but shall not be obligated to, cause said conditions to be satisfied during the Closing Extension Period. If Seller does not cause said conditions to be satisfied during the Closing Extension Period, then Buyer shall have the remedies set forth in Section

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9(b) (i) through (iii) above except that the term “Closing” shall read “Extended Closing”.

In no event shall Seller be liable to Buyer for any punitive, speculative or indirect consequential damages.

10.Closing. The Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit of Buyer at Closing the following executed documents:

(a)A Special Warranty Deed in the form attached hereto as Exhibit B;

(b)An Assignment and Assumption of Lease and Security Deposits, in the form attached hereto as Exhibit C;

(c)A Bill of Sale for the personal property, if any, in the form attached hereto as Exhibit D;

(d)An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E;

(e)A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder;

(f)All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed;

(g)Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent;

(h)A certificate pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller;

(i)An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent;

(j)Letter to Tenant in form of Exhibit G attached hereto; and

(k)Such other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.

At Closing, Buyer shall instruct Escrow Agent to deliver the Earnest Money to Seller which shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses (b), (e), (f), (g) and (k) above. Buyer shall have the right to advance the Closing upon five (5) business days prior written notice to Seller; provided that all conditions precedent to both Buyer’s and Seller’s

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respective obligations to proceed with Closing under this Agreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied, such conditions have been waived by such party). Buyer shall have a one-time right to extend the Closing for up to fifteen (15) business days upon written notice to Seller to be received by Seller five (5) business days prior to the to the date scheduled for the Closing. If Buyer timely exercises this right to extend, any document that Seller is obligated to provide that is “time sensitive” does not need to be provided again by Seller. The Closing shall be held through the mail by delivery of the closing documents to the Escrow Agent on or prior to the Closing or such other place or manner as the parties hereto may mutually agree.

11.Representations by Seller. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date:

(a)Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound;

(b)Except as disclosed on Exhibit H, Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property;

(c)Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease;

(d)Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have actual knowledge of any such violations;

(e)With respect to the Lease: (i) to Seller’s actual knowledge, the Lease forwarded to Buyer under Section 6(b) is a true, correct and complete copy of the Lease; (ii) the Lease is in full force and effect and, to Seller’s actual knowledge, there is no default thereunder; (iii) to Seller’s actual knowledge, no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Lease or any extension or renewal thereof; (iv) to Seller’s actual knowledge, Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct

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at its own expense, any tenant improvements; and (v) the total scheduled annual base rent (the “Annual Net Rent”) for the current year of the Lease (October 1, 2012 through September 30, 2014) is $1,170,400.00 per annum with twenty-five cent ($0.25) increases per square foot per year;

(f)There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated;

(g)To Seller’s actual knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, there are no hazardous substances on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; and

(h)To Seller’s actual knowledge, Seller has provide Buyer with copies of all warranties in effect for the Property in Seller’s possession or reasonable control.

For purposes of this Agreement, the phrase “to Seller’s knowledge,” “to Seller’s actual knowledge,” “Seller has no actual knowledge” or phrases of similar import shall mean the actual, not constructive or imputed, knowledge of Brett Hamilton, without any obligation to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. In no event shall Brett Hamilton be personally liable for any of the obligations of Seller under this Agreement. Further, to the extent Buyer discovers prior to the Closing any inaccuracy in a representation and warranty of Seller in this Agreement and the Closing occurs, such representation and warranty shall be deemed modified to reflect the inaccuracy discovered by Buyer.

Seller shall have the right to revise any of the representations and warranties made in this Section 11 from time to time prior to the Closing Date to reflect any changes that occur as a result of facts or circumstances outside of the reasonable control of Seller or that it obtains knowledge of after the Effective Date (collectively, “Changed Circumstances”) by delivering a revised written statement of representations and warranties to Buyer at any time prior to Closing (a “Revised Disclosure Schedule”), provided however, “Changed Circumstances” shall not include any fact or circumstance resulting from an intentional act or omission by Seller.  Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of three (3) business days after its receipt thereof.  To the extent such Changed Circumstances would materially and adversely impact Net Operating Income of the Property or Buyer’s ability to own, operate and develop the Property, then, prior to the expiration of such three (3) business day

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period, Buyer shall deliver written notice (“Changed Circumstance Objection Notice”) to Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised statement of representations and warranties, and Seller shall be permitted to either (a) take such corrective action as is necessary to resolve the Changed Circumstances in such a manner as to permit Buyer to develop, construct, or operate the Property (provided that Seller shall be required to notify Buyer of its intended course of action), or (b) to notify Buyer that Seller is unable or unwilling to take such corrective action. If Seller is either unwilling or unable to cure or satisfy the situation which created the inaccurate representation, then Buyer may terminate this Agreement within three (3) days thereafter, in which event the Earnest Money shall be returned to Buyer and neither party shall have any further liability to the other hereunder except as specifically set forth herein. In the event that Buyer fails for any reason to deliver a Changed Circumstance Objection Notice within such three (3) business day period, then (i) the representation or warranty in question shall be deemed modified based upon the Changed Circumstances, and (ii) such Changed Circumstance(s) shall be deemed to constitute part of the disclosures required to be made by Seller pursuant to this Agreement.

The representations and warranties of Seller shall survive Closing for a period of six (6) months. Notwithstanding anything to the contrary contained herein, Buyer shall not bring a claim alleging a breach of one or more of Seller’s representations and warranties to the extent that Buyer’s damages related thereto are not at least FIFTY THOUSAND DOLLARS ($50,000) in the aggregate, and Seller’s maximum liability pursuant to this Section 11 shall not in any event exceed THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000).

12.Representationsby Buyer. Buyer represents and warrants to, and covenants with, Seller as follows:

(a)Buyer is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound.

The representations and warranties of Buyer shall survive Closing for a period of one (1) year.

13.Conditions Precedent to Buyer’s Obligations. Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing:

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(a)Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above;

(b)Buyer shall receive from Escrow Agent or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional (subject to Buyer’s payment of the premium therefore) binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”);

(c)Tenant shall be in possession of the premises demised under the Lease, paying full and unabated rent under the Leases and Tenant shall not have assigned or sublet the Property;

(d)The representations and warranties of Seller contained in this Agreement shall have been true in all material respects when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing;

(e)Seller, at Seller’s sole cost and expense, shall have caused the work described on Exhibit I (the “Seller’s Work”) to be completed; and

(f)Seller shall have delivered to Buyer a written waiver by any party of any right of first refusal, right of first offer or other purchase option that Tenant or any other such party has pursuant to the Lease or otherwise to purchase the Property from Seller, if any.

In the event that the foregoing conditions precedent have not been satisfied as of Closing, such failure shall not be a default hereunder unless specifically set forth herein, and Buyer may, at its option, terminate this Agreement by written notice thereof to Seller on or before the Closing Date, in which case the Earnest Money shall be returned to Buyer, and neither party shall have any further liability under this Agreement, other than obligations which expressly survive the termination of this Agreement, or waive this condition and proceed to Closing. If the failure of such condition precedent is a result of a default by Seller hereunder, Buyer shall have the rights and remedies set forth in Section 9(b) of this Agreement.

14.Conditions Precedent to Seller’s Obligations. Seller’s obligation to deliver title to the Property shall be subject to compliance by Buyer with the following conditions precedent on and as of the date of Closing:

(a)Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and

(b)The representations and warranties of Buyer contained in this Agreement

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shall have been true in all material respects when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.

15.Notices. Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received on the date: (i) delivered by facsimile transmission or by electronic mail (e.g. email), (ii) delivered in person, (iii) deposited in the United States mail, registered or certified, return receipt requested, or (iv) deposited with a nationally recognized overnight courier, to the addresses set out in Section 1, or at such other addresses as specified by written notice delivered in accordance herewith. Notwithstanding the foregoing, Seller and Buyer agree that notice may be given on behalf of each party by the counsel for each party and notice by such counsel in accordance with this Section 15 shall constitute notice under this Agreement.

16.Seller Covenants. Seller agrees that it: (a) shall continue to maintain, operate and manage the Property in the same manner in which Seller has previously maintained, operated and managed the Property; and (b) shall not, without Buyer’s prior written consent, which, prior to the expiration of the Due Diligence Period shall not be unreasonably withheld, conditioned or delayed, and after the expiration of the Due Diligence Period may be withheld in Buyer’s sole discretion: (i) amend the Lease in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (ii) consent to an assignment of the Lease or a sublease of the premises demised thereunder or a termination or surrender thereof; (iii) terminate the Lease nor release any guarantor of or security for the Lease unless required by the express terms of the Lease; and/or (iv) cause, permit or consent to an alteration of the premises demised thereunder (unless such consent is non-discretionary). Seller shall promptly inform Buyer in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of the Property, whether insured or not.

17.Performance on Business Days. A "business day" is a day which is not a Saturday, Sunday or legal holiday recognized by the Federal Government. Furthermore, if any date upon which or by which action is required under this Agreement is not a business day, then the date for such action shall be extended to the first day that is after such date and is a business day. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-business day, the period in question shall end on the next succeeding business day.

18.Entire Agreement. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof.

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19.Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, at any time or to any extent, then the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

20.No Representations or Warranties. BUYER HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT IT HAS AN OPPORTUNITY TO INSPECT THE PROPERTY AS SET FORTH IN SECTION 6 HEREIN, AND EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PROPERTY SHALL BE CONVEYED AT CLOSING TO BUYER IN “AS-IS” CONDITION WITH NO REPRESENTATION OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER, BUYER’S AFFILIATES OR ANY PERSON MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATIONS WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN DETERMINED THROUGH NEGOTIATION TO REFLECT THAT THE PROPERTY IS BEING SOLD BY SELLER AND PURCHASED BY BUYER IN THE FOREGOING CONDITION.

EFFECTIVE AS OF THE CLOSING AND EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER AND/OR BUYER’S ASSIGNEE SHALL BE DEEMED TO HAVE RELEASED SELLER AND ALL SELLER RELATED PARTIES FROM ANY AND ALL CLAIMS WHICH BUYER OR ANY AGENT, REPRESENTATIVE, AFFILIATE, EMPLOYEE, DIRECTOR, OFFICER, PARTNER, MEMBER, SERVANT, SHAREHOLDER OR OTHER PERSON OR ENTITY ACTING ON BUYER’S BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH BUYER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF ALL OR ANY PORTION OF THE PROPERTY AND ANY ENVIRONMENTAL CONDITIONS OR STATUTORY CLAIMS RELATING THERETO, AND BUYER SHALL NOT LOOK TO SELLER OR ANY SELLER RELATED PARTIES IN

17

CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. BUYER ACKNOWLEDGES THAT BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF BUYER’S SELECTION AND BUYER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH BUYER’S COUNSEL.

21.Applicable Law. This Agreement shall be construed under the laws of the State or Commonwealth in which the Property is located, without giving effect to any state's conflict of laws principles.

22.Tax-Deferred Exchange. Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

23.Broker’s Commissions. Buyer and Seller each hereby represent that, except for the Broker listed herein, there are no other brokers involved or that have a right to proceeds in this transaction. Seller shall be responsible for payment of commissions to the Broker pursuant to a separate written agreement executed by Seller. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys'

18

fees at both trial and appellate levels) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker, finder or any party who claims to have dealt with such party (except that Buyer shall have no obligations hereunder with respect to any claim by Broker). The representations, warranties and indemnity obligations contained in this section shall survive the Closing or the earlier termination of this Agreement.

24.Assignment. Buyer shall not assign its rights under this Agreement. Notwithstanding the foregoing, Seller acknowledges that Buyer is entering into this Agreement for and on behalf of a related special purpose entity titled ARC KSFTWPA001, LLC (“Approved Assignee”) and intends to assign Approved Assignee its rights hereunder prior to Closing. An assignment to the Approved Assignee shall not require Seller’s consent, provided that the Approved Assignee is an affiliate of Buyer as of the Closing Date. The notice address for the Approved Assignee is 106 York Road, Jenkintown, PA 19046. No assignment shall relieve Buyer of any of its obligations hereunder.

25.Attorneys’ Fees. In any action between Buyer and Seller as a result of failure to perform or a default under this Agreement, the prevailing party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing party’s attorneys’ fees and disbursements and court costs incurred in such action.

26.Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures on this Agreement which are transmitted by electronically shall be valid for all purposes, however any party shall deliver an original signature on this Agreement to the other party upon request.

27.Anti-Terrorism. Neither Buyer or Seller, nor any of their affiliates, are in violation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. “Anti-Terrorism Laws” shall mean any laws relating to terrorism or money laundering, including: Executive Order No. 13224; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or may hereafter be, renewed, extended, amended or replaced; the applicable laws comprising or implementing the Bank Secrecy Act; and the applicable laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing may from time to time be amended, renewed, extended, or replaced).

28.Time of Essence. Time is of the essence with respect to all of the terms and conditions set forth in this Agreement.

29.Waiver of Jury Trial.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES,

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IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

30.Drafts Not An Offer .

THE SUBMISSION OF A DRAFT, OR A MARKED UP DRAFT, OF THIS AGREEMENT BY ONE PARTY TO ANOTHER IS NOT INTENDED BY EITHER PARTY TO BE AN OFFER TO ENTER INTO A LEGALLY BINDING CONTRACT WITH RESPECT TO THE PURCHASE AND SALE OF THE PROPERTY. THE PARTIES SHALL BE LEGALLY BOUND WITH RESPECT TO THE PURCHASE AND SALE OF THE PROPERTY PURSUANT TO THE TERMS OF THIS AGREEMENT ONLY IF AND WHEN THE PARTIES HAVE BEEN ABLE TO NEGOTIATE ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT IN A MANNER ACCEPTABLE TO EACH OF THE PARTIES IN THEIR RESPECTIVE SOLE DISCRETION, THE SELLER AND BUYER HAVE FULLY EXECUTED AND DELIVERED TO EACH OTHER A COUNTERPART OF THIS AGREEMENT.

31.Bulk Sales. Seller shall comply in all respects with 43 P.S. §788.3, 69 P.S. § 529, 72 P.S. § 1403, 72 P.S. §7321.1, and 72 P.S. § 7240 (collectively, the “Bulk Sale Statutes”). In the normal course of its business, Seller shall file all tax returns and applications required to obtain corporate clearance certificates from the Pennsylvania Department of Revenue and the Pennsylvania Department of Labor and Industry (the “Clearance Certificates”) after Closing. Upon receipt, Seller shall deliver copies of the Clearance Certificates to Buyer. Seller hereby indemnifies and holds Buyer harmless from and against any and all claims or damages to the extent resulting from Seller’s failure to comply with the Bulk Sale Statutes.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

BUYER: AR CAPITAL, LLC By: /s/ Edward M. Weil Name: Edward M. WeilTitle: PresidentDate: August 19, 2013 SELLER: ALLIANCE HSP FORT WASHINGTON OFFICE I LIMITED PARTNERSHIP By: /s/ Richard R. PrevidiName: Richard R. PrevidiTitle: Authorized SignatoryDate: August 19, 2013

THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT RELATING TO ESCROW AGENT AND THE EARNEST MONEY.

ESCROW AGENT:

STEWART TITLE GUARANTY

By:    /s/ Daniell Howell

Name:    Danielle Howell

Title:     Assistant Vice President

Date:     August 19, 2013

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EXHIBITS

Exhibit A    -    Real Property

Exhibit B    -    Form of Special Warranty Deed

Exhibit C    -    Form of Assignment and Assumption of Lease

Exhibit D    -    Form of Bill of Sale

Exhibit E    -    Form of Assignment of Contracts, Permits, Licenses and Warranties

Exhibit F    -    Form of Tenant Estoppel

Exhibit G    -    Form of Tenant Notice

Exhibit H    -    Pending Tax Appeal

Exhibit I    -    Seller’s Work

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

ALL that tract or parcel of land and premises, situate, lying and being in the Township of Upper Dublin, County of Montgomery and Commonwealth of Pennsylvania, more particularly described as follows:

BEGINNING at a point on the centerline of Camp Hill Road (50 feet wide) said point being located 142.31 feet measured South 26 degrees 34 minutes 57 seconds West along said centerline from its intersection with the centerline of Virginia Avenue; thence from said beginning point along the centerline of Camp Hill Road South 26 degrees 34 minutes 57 seconds West 82.64 feet to a point; thence still by the same South 21 degrees 37 minutes 47 seconds West 116.43 feet to a point; thence leaving Camp Hill Road by land of the Pennsylvania Turnpike along its Northerly Right of Way line the four (4) following courses and distances; (1) South 75 degrees 30 minutes 17 seconds West 501.17 feet to an old iron pin; (2) South 85 degrees 22 minutes 39 seconds West 39.27 feet to a point; (3) along a line curving to the right in a Southwesterly direction having a radius of 2789.79 feet an arc distance of 121.73 feet and a chord of South 78 degrees 15 minutes 17 seconds West 121.72 feet to a point (4) South 79 degrees 30 minutes 17 seconds West 414.98 feet to an old concrete monument ; thence leaving said Turnpike by land now or formerly of the Township of Upper Dublin and crossing the end of Delaware Drive North 4 degrees 15 minutes 54 seconds West 425.48 feet to the center of a 70 feet wide drainage easement; thence along the centerline of said drainage easement in the bed of Pine Run the (3) following courses and distances; (1) North 85 degrees 44 minutes 06 seconds East 950.67 feet to a point; (2) along a line curving to the right in a Southeasterly direction having a radius of 150.00 feet the arc distance of 80376 feet and a chord of South 78 degrees 50 minutes 29 seconds East 79.79 feet to a point; (3) South 63 degrees 25 minutes 03 seconds East 152.96 feet to the first mentioned point and a place of beginning.

TOGETHER with the free and common use, right, liberty and privilege of a certain proposed road to be known as Delaware Drive leading from the Northwesterly corner of the premises hereby conveyed to and from Virginia Drive shown on Lot Subdivision Plan made by Frank A. Tebo, Registered Professional Engineer, dated June 31, 1964 and revised October 12, 1964.

TOGETHER with the benefits of the following easements:

Easement for vehicular ingress and egress and Maintenance far Tunnel under Camphill Road contained in Deed of Easement dated March 6, 1999 and recorded on April 6, 1999 described in Article 5 of Deed of Easement in Deed Book 5221 Page 949

Continued …

A-1

EXHIBIT A (cont.)

Nonexclusive easement for ingress and egress for vehicular and pedestrian traffic contained in Declaration of Easement dated June 8. 1998 and recorded June 12, 1998 as in Deed Book 5229 Page 955, as amended by First Amendment to Declaration of Easement in Deed Book 5564 Page 1988.

Note for Information: Being known and designated as Parcel ID #54-00-04627-008 on the Tax Map of Township of Upper Dublin, County of Montgomery, Commonwealth of Pennsylvania.

Note for Information: Being commonly known as 1005 Virginia Drive, Upper Dublin, Pennsylvania.

A-2

EXHIBIT B

FORM OF SPECIAL WARRANTY DEED[Subject to Local Counsel Review]

This document prepared by:
(and return to :)

___________________________
___________________________
___________________________
___________________________

Tax Parcel No. ______________________________

SPECIAL WARRANTY DEED

THIS INDENTURE, made on the _____ day of ______________, 2013, by and between ___________________________________, a ___________________________ ("Grantor"), and ________________________________________, a ______________, whose address is ________________________________ ("Grantee")

W I T N E S S E T H:

THAT Grantor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does by these presents, sell and convey unto the said Grantee, its successors and assigns, the lots, tracts or parcels of land lying, being and situated in the County of ____________, State of _____________, and more fully described on Exhibit "A" attached hereto and incorporated herein by reference, together with all buildings, facilities and other improvements, located thereon.

TO HAVE AND TO HOLD the premises aforesaid with all and singular, the rights, easements, privileges, appurtenances and immunities thereto belonging or in any wise appertaining unto the said Grantee and unto Grantee's successors and assigns forever, the said Grantor hereby covenanting that Grantor will warrant and defend the title to said premises unto the said Grantee and unto Grantee's successors and assigns, against the lawful claims and demands of all persons claiming under or through Grantor, but not otherwise.

UNDER AND SUBJECTnevertheless, to all easements, covenants, agreements and restrictions of record, and to the rights of tenants, but only to the extent that the same presently are valid and subsisting and affect the above-described premises.

B-1

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed the day and year first above written.

GRANTOR:

By:                         Name:                        Its:

[ACKNOWLEDGMENT]

A-2

EXHIBIT C

FORM OF
ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSIT

______________________________ ("Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to ______________________________ ("Assignee"), all of Assignor's right, title and interest in and to that certain Lease dated _________________________________, between Assignor and _____________________________ (as amended from time to time, the “Lease”), including any and all security deposits under the Lease.

Assignee does hereby assume and agree to perform all of Assignor's obligations under or with respect to the Lease accruing from and after the date of this Assignment.

Subject to the limitations set forth below, Assignor does hereby agree to defend, indemnify and hold harmless Assignee from any liability, damages (excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred by Assignee by reason of the failure of Assignor to have fulfilled, performed and discharged all of the various commitments, obligations and liabilities of the lessor, or landlord under and by virtue of the Lease prior to the date of this Assignment. Subject to the limitations set forth below, Assignee does hereby agree to defend, indemnify and hold harmless Assignor from any liability, damages (excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred by Assignor by reason of the failure of Assignee to have fulfilled, performed and discharged all of the various commitments, obligations and liabilities of the lessor, or landlord under and by virtue of the Lease on and after the date of this Assignment.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this ______ day of ______________, 2013, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.

ASSIGNOR: _______________________________ By: Name: Title: ASSIGNEE: _______________________________ By: Name: Title:

C-1

EXHIBIT D

FORM OF BILL OF SALE

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ______________________________, a ___________________________, having an address at ____________________________ (“Seller”), hereby bargains, sells, conveys and transfers to ____________________________ (“Buyer”), a _______________________________, all of Seller’s right, title and interest in and to those certain items of personal and intangible property (including any warranty made by third parties in connection with the same and the right to sue on any claim for relief under such warranties) (the “Personal Property”) located at or held in connection with that certain real property located in the State of __________________________, as more particularly described on Schedule A attached hereto and made a part hereof.

Seller has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, without limitation, with respect to title, merchantability of the Personal Property or its fitness for any particular purpose, the design or condition of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contract pertaining thereto; patent infringement or latent defects. Buyer accepts the Personal Property on an “as is, where is” basis.

IN WITNESS WHEREOF, Seller has caused this instrument to be executed and delivered as of this ___ day of _______, 2013.

SELLER:

By:

Name:

Title:

D-1

SCHEDULE A

TO BILL OF SALE

[Add legal description of Real Property]

D-2

EXHIBIT E

FORM OF ASSIGNMENT OF CONTRACTS,
PERMITS, LICENSES AND WARRANTIES

THIS ASSIGNMENT, made as of the ___ day of ________, 2013, by _________________, a __________________________ (“Assignor”), to _____________________________, a __________________________________________(“Assignee”).

W I T N E S S E T H:

WHEREAS, by Agreement of Purchase and Sale (the “Purchase Agreement”) dated as of ________, 2013, between Assignor and Assignee, Assignee has agreed to purchase from Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that certain property located at ________________________ (the “Property”); and

WHEREAS, Assignor desires to assign, to the extent assignable, to Assignee as of the date hereof all of Assignor’s right, title and interest, if any, in contracts, permits, trademarks, licenses and warranties held by Assignor in connection with the Property, including without limitation any and all guaranties of leases relating to the Property (collectively, the “Contracts”).

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold from and after the date hereof all of the right, title and interest of Assignor in, to and under the Contracts. Assignor agrees without additional consideration to execute and deliver to Assignee any and all additional forms of assignment and other instruments and documents that may be reasonably necessary or desirable to transfer or evidence the transfer to Assignee of any of Assignor's right, title and interest to any of the Contracts.

Assignor makes no warranties to Assignee as to the condition of such property and Assignee agrees to accept such property “as is” by its acceptance hereof. Assignor makes no representation or warranty whatsoever, whether express, implied or statutory, of any kind, including, but not limited to, merchantability and fitness for a particular purpose, with respect to such property.

This Assignment shall be governed by the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed entirely within said Commonwealth.

IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the date first above written.

ASSIGNOR:

a

E-1

By:

Name:

Title:

D-2

EXHIBIT F

FORM OF TENANT ESTOPPEL

The undersigned is tenant (the “undersigned” or “Tenant”) under a lease (“Lease”) with Alliance HSP Fort Washington Office I Limited Partnership, as successor to 1005 Virginia Associates (“Landlord”) dated June 30, 2005, as amended by a First Modification of Agreement of Lease dated September 21, 2006 and a Second Amendment to Lease Agreement dated November 20, 2012 (the “Second Amendment”), for 88,000 square feet (“Demised Premises”) located at 1005 Virginia Drive, Fort Washington, PA (the “Property”), as more particularly described in the Lease. The undersigned hereby certifies, as the date hereof, as follows:

1. The copy of the Lease attached hereto as Exhibit “A” is a true, correct and complete copy of the Lease and all assignments, amendments, modifications and supplements thereto.

2. The Lease represents the entire agreement between the undersigned, as Tenant, and Landlord with respect to the leasing of the Demised Premises, including, but not limited to, all understandings and agreements relating to the construction or installation of any leasehold improvements by the Landlord.

3. The Lease is presently in full force and effect.

4. Tenant entered into occupancy of the Demised Premises described in the Lease on May 1, 2006, and is in possession of and occupies the Demised Premises for purposes permitted under the Lease. Landlord has fully performed all work (including all punch list items) relating to Tenant’s initial occupancy of the Demised Premises required under the Lease. Landlord is responsible for completing the work described on Exhibit A to the Second Amendment. There are no outstanding obligations by Landlord for reimbursement of tenant improvement work, moving expenses, free rent periods or other monetary concessions due Tenant.

5. The rent commencement date under the Lease was May 1, 2006.

6. The term of the Lease will expire on September 30, 2023. The undersigned, as Tenant, has no right to renew or extend the term of the Lease, expansion rights under the Lease, nor any option or preferential right to purchase all of any part of the property of which the Demised Premises is a part, except those (if any) set forth in the Lease.

7. To the actual knowledge of Tenant, as of the date hereof, without further investigation or inquiry: (a) there are no uncured defaults by Landlord under the Lease, and Tenant knows of no events or conditions which, with the passage of time or giving of notice or both, would constitute a default by Landlord under the Lease; and (b) there are no existing defenses or offsets which the undersigned has against its obligations to pay the rentals or other charges due under the Lease or against the enforcement of the Lease by Landlord.

F-1

EXHIBIT F (cont.)

1. Except as set forth in the Second Amendment, no fixed rents under the Lease have been paid more than one (1) month in advance by Tenant to Landlord. The current monthly amount of fixed rent due under the Lease is $97,533.33; the fixed rent has been paid through November 30, 2012. Pursuant to the Second Amendment, Tenant may be entitled, at Tenant’s election, to either reimbursement or a rent credit from Landlord for installments of Annual Rent paid prior to the effective date of the Second Amendment.

2. The amount of the security deposit delivered by the undersigned under the Lease is $242,000.00.

3. The undersigned has not assigned, mortgaged or pledged all or any part of its leasehold under the Lease or sublet all or any part of the Demised Premises and possess the full and unrestricted right and power to provide this certification letter and to make the representations, certifications and covenants contained herein, free and clear of all liens, encumbrances, security interests, equities, claims, restrictions or agreements.

4. To the actual knowledge of Tenant, as of the date hereof, without further investigation or inquiry, Tenant has not heretofore received any written notice of environmental contamination resulting from the transportation, storage, treatment, disposal or use of any hazardous substances in, on, or about the Property or the Demised Premises by Tenant prior to or after the commencement of the Lease. Tenant directs Lender to Landlord for additional information relating to the environmental condition of the Property predating Tenant’s occupancy thereof.

5. To the actual knowledge of Tenant, as of the date hereof, without further investigation or inquiry, Tenant has not heretofore received any written notice of any claim, litigation or proceeding (including condemnation), pending or threatened, against or relating to the Demised Premises.

As used herein, “actual knowledge of Tenant” is deemed to be limited to the actual knowledge of John Harell, Tenant’s Facilities Manager for the Demised Premises. This Estoppel Certificate is given by the undersigned with the knowledge that the representations herein made may be relied upon by Wells Fargo or its assignee and Landlord.

Dated: December 11, 2012

Tenant:

Kulicke and Soffa Industries, Inc.

F-2

EXHIBIT G

FORM OF NOTICE TO TENANT

TO:    [Tenant]

Re:    Notice of Change of Ownership of ______________________________

Ladies and Gentlemen:

YOU ARE HEREBY NOTIFIED AS FOLLOWS:

That as of the date hereof, the undersigned has transferred, sold, assigned, and conveyed all of its right, title and interest in and to the above-described property, (the “Property”) to [INSERT NAME OF BUYER] (the “New Owner”) and assigned to New Owner, all of the undersigned’s right, title and interest under that certain Lease, dated _________, between ________as tenant and ____________as landlord (the “Lease”), together with any security deposits or letters of credit held thereunder.

Accordingly, New Owner is the landlord under the Lease and future notices and correspondence with respect to your leased premises at the Property should be made to the New Owner at the following address:

You will receive a separate notification from New Owner regarding the new address for the payment of rent. In addition, to the extent required by the Lease, please amend all insurance policies you are required to maintain pursuant to the Lease to name New Owner as an additional insured thereunder and promptly provide New Owner with evidence thereof.

Very truly yours,

[PRIOR LANDLORD]

By:

Name:

Title:

G-1

EXHIBIT H

PENDING TAX APPEAL

Pending tax assessment appeal filed by the School District of Upper Dublin, indexed in the Court of Common Pleas of Montgomery County, Pennsylvania as School District of Upper Dublin v. Montgomery County Board of Assessment Appeals et al. Court Docket No.: 2009-38288.

I-1

EXHIBIT I

SELLER’S WORK

Work pursuant to the following agreements:

Agreement (AIA Document A101-2007) with Ivy Air, Inc. to Perform Roof Top Units and Controls Replacement; May 29, 2013.

Letter from Pro Com Roofing Corp. Regarding Scope of Work for Partial Roof Replacement; February 19, 2013.

I-1

EX-10.19

Exhibit 10.19

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
PPD Global Labs: Highland Heights, KY

THIS AGREEMENT ("Agreement") is made and entered into as of the Effective Date by and between AR CAPITAL, LLC ("Buyer"), and STEIN FAMILY, LLC ("Seller").

In consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.    Terms and Definitions. The terms listed below shall have the respective

meaning given them as set forth adjacent to each term.

(a)"Annual Net Rent" shall mean the sum of (i) the rent due pursuant to Section 3.1 of the PPD Lease as amended, and (ii) the rent due pursuant to Section 3 of the Global Signal Lease and as set forth on the Tenant Estoppel Certificate to be provided by Global Signal Tenant, Annual Net Rent shall not include the revenue received pursuant to Section 21 of the Global Signal Lease, The current Annual Net Rent is $823,764.68 per annum, based on the sum of (i) $811,454.64 due under the PPD Lease and (ii) $12,310.04, which is based on $13,310.04 due under the Global Signal Lease less $1,000 per year as a liquidated value for estimated annual real estate taxes due from Landlord under the Global Signal Lease.

(b)"Broker" shall mean Cresa, acting as Seller's agent.

(c)"Closing" shall mean the consummation of the transaction contemplated herein, which shall occur, subject to any applicable extension periods set forth in this Agreement, on the date that is ten (10) days after the last day of the Due Diligence Period (as defined herein) unless the Buyer waives the full Due Diligence Period and the parties mutually agree in writing to close earlier. The date of Closing is sometimes hereinafter referred to as the "Closing Date."Neither party will need to be present at Closing, it being anticipated that the parties will deliver all Closing documents and deliverables in escrow to the Escrow Agent prior to the date of Closing.

(d)"Due Diligence Period" shall mean the period beginning upon the Effective Date and extending until 11:59 PM EST on the date that is twenty eight (28) days thereafter or the date on which Seller receives written notice of Buyer's waiver of the Due Diligence Period. Seller shall deliver to Buyer all of the Due Diligence Materials within five (5) business days after the Effective Date, and for each day that passes thereafter until all of the Due Diligence Materials are delivered to Buyer, the Due Diligence Period and the Closing Date shall be extended by one (1) business day.

(e)"Earnest Money" shall mean FOUR HUNDRED SIXTY THREE THOUSAND and NO/100 DOLLARS ($463,000.00). The Earnest Money shall be delivered to Escrow Agent within three (3) business days after the Effective Date. The Earnest Money shall be deposited by Buyer in escrow with Escrow Agent, to be applied as part payment of the Purchase Price at the time the sale is closed, or disbursed as agreed upon in accordance with the

terms of this Agreement. Seller and Buyer each shall pay one-half of all reasonable escrow fees charged by Escrow Agent.

(f)"Effective Date" This Agreement shall be signed by both Seller and Buyer. The date that is one (1) business day after the date of execution and delivery of this Agreement by both Seller and Buyer shall be the "Effective Date" of this Agreement.

(g)"Escrow Agent" shall mean Stewart Title Guaranty, 5935 Carnegie Blvd., Suite 301, Charlotte, NC 28209. Attention: Regina L. Fiegel, Telephone: (704-401-2010), Telecopy: (704-401-2039); E-Mail: rfiegel@stewart.com The parties agree that the Escrow Agent shall be responsible for (x) organizing the issuance of the Commitment and Title Policy, (y) preparation of the closing statement, and (z) collection and disbursement of the funds.

(h)"Guarantor" shall mean Pharmaceutical Product Development, LLC.

(i)"Guaranty" shall mean that certain Guaranty of the PPD Lease dated December 21, 2012 executed by Guarantor.

(j)"Leases" shall mean, collectively, (i) that certain lease dated as of August 31, 2004 between Evan A. Stein, M.D., Ph.D. ("Dr. Stein"), as Seller's predecessor-in-interest, as landlord, and Medical Research Laboratories International, LLC, as tenant ("PPD Tenant"),as amended by that certain First Amendment to Lease dated as of December 21, 2012, by Steain Family, LLC, as successor-in-interest to Dr. Stein, and PPD Tenant, as further amended from time to time (the "PPD Lease"), and (ii) that certain PCS Site Agreement dated as of October 28, 1997 between Dr. Stein, as Seller's predecessor-in-interest, as landlord, and Sprintcom, Inc., as tenant ("Global Signal Tenant", collectively, with PPD Tenant, "Tenants"), as affected by that certain Agreement Regarding Ground Lease dated as of May 1, 2005, by and between Global Signal Tenant and Dr. Stein, as further amended from time to time (the "Global Signal Lease").

(k)"Property" shall mean (a) that certain real property located at 2 Tesseneer Drive, Highland Heights, KY, being more particularly described on Exhibit A, attached hereto and incorporated herein (the "Real Property") together with all buildings, facilities and other improvements located thereon (collectively, the "Improvements"); (b) all right, title and interest of Seller under the Leases and all security deposits (if any) that Seller is holding pursuant to the Leases; (c) all right, title and interest of Seller in all machinery, furniture, equipment and items of personal property of Seller attached or appurtenant to, located on or used in the ownership, use, operation or maintenance of the Property or the Improvements, but expressly excluding any such property to the extent owned by the Tenants, Guarantor, or any of their affiliates or permitted to be removed by the Tenants, Guarantor, or any of their affiliates under the Leases (collectively, the "Personalty"); (d) all right, title and interest of Seller, if any, to any unpaid award for (1) any taking or condemnation of the Property or any portion thereof, or (2) any damage to the Property or the Improvements by reason of a change of grade of any street or highway; (e) all easements, licenses, rights and appurtenances relating to any of the foregoing; and (f) all right, title and interest of Seller in and to any warranties, tradenames, logos (including any federal or state trademark or tradename registrations), or other identifying name or mark now used in connection with the Real Property and/or the Improvements, but expressly

excluding any such property to the extent owned by Tenants, Guarantor, or any of their affiliates (the "Intangible Property").

(1)    "Purchase Price" shall mean NINE MILLION TWO HUNDRED

EIGHTY-TWO THOUSAND EIGHT HUNDRED and NO/100 Dollars ($9,282,800.00). The Purchase Price is based on a capitalization rate of 8.874% and an Annual Net Rent of $823,764.68 per annum. If the Annual Net Rent on the Closing Date is not the same, the Purchase Price shall be adjusted up or down accordingly.

(m)    Seller and Buyer's Notice address

(i)"Seller's Notice Address" shall be as follows, except as same
may be changed pursuant to the Notice section herein:

Stein Family, LLC

25 E. Superior St., Apt 4602 Chicago, IL 60611

Tel. No.: (859) 442-0436 Email:esteinmrl@aol.com

And to:

Louis F. Solimine

Thompson Hine LLP

312 Walnut St., Suite 1400

Cincinnati, OH 45202

Tel. No.: (513) 352-6784

Email: Louis.Solmine@ThompsonHine.corn

(iii)"Buyer's Notice Address" shall be as follows, except as same
may be changed pursuant to the Notice section herein:

Michael Weil

AR Capital, LLC

405 Park Avenue, 15th Floor

New York, NY 10022

Tel. No.: 212.415.6505

Fax No.: 857.207.3397

Email: mweil@arlcap.com

And to:

Jesse Galloway

AR Capital, LLC

405 Park Avenue, 15th Floor

New York, NY 10022

Tel. No.: 212.415.6516

Fax No.: 646.861.7751

Email: igallowayAarlcap.com

And Due Diligence Materials (if provided by email)

to: duediligence@arlcap.com

With hard copies and/or cds to:

James A. (Jim) Mezzanotte

AR Capital, LLC

7621 Little Avenue, Suite 200

Charlotte, NC 28226

Tel. No.: 704.626.4400

Fax No.: 212.415.6507

Email: jmezzanottecgarlcap.com

2.     Purchase and Sale of the Property. Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

3.Payment of Purchase Price. The Purchase Price to be paid by Buyer to Seller shall be paid by wire transfer of immediately available funds in the amount of the Purchase Price plus or minus prorations, credits and adjustments as provided in Section 4 and elsewhere in this Agreement to Escrow Agent, at the time of Closing, or as otherwise agreed to between Buyer and Seller.

4.Proration of Expenses and Payment of Costs and Recording Fees.

(a)    All real estate taxes, rollback taxes, personal property taxes, water and

sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenants are not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases.

(b)All rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing through and including the last day of the calendar month in which the Closing Date occurs, provided that if Seller receives any portion of rent attributable to any period after the Closing Date, Seller shall remit such payment to Buyer with two (2) business days.

(c)Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as "Seller's Closing Costs":

(i)100% of all Owner's Title Insurance policy premiums, including search
costs, but excluding any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any;

(ii)Transfer taxes and conveyance fees on the sale and transfer of the
Property;

(iii)Broker's commission payments (for both leasing and sales commissions
earned), in accordance with Section 23 of this Agreement;

(iv)All fees and costs incurred in connection with the release of existing debt,
including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt.

(d)    Buyer shall pay or be charged with the following costs and expenses in

connection with this transaction, which costs shall be referred to as "Buyer's Closing Costs":

(i)Title Insurance policy premiums for any endorsements issued in connection
with such policies, including a survey endorsement, but excluding any endorsements that Seller elects to purchase to cover title issues, if any;

(ii)all costs and expenses in connection with Buyer's financing, including
appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax;

(iii)all fees relating to relating to the granting, executing and recording of the
Deed for the Property; and

(iv)Buyer shall pay for the cost of its own survey, Phase 1 environmental
study and due diligence investigations.

(e)    Each party shall pay its own legal fees incidental to the negotiation, execution and

delivery of this Agreement and the consummation of the transactions contemplated hereby.

5.Title. At Closing, Seller agrees to convey to Buyer fee simple marketable title to
the Property by special warranty deed, free and clear of all liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).

6.Examination of Property. Seller and Buyer hereby agree as follows:

(a)    Buyer shall order a title commitment (the "Title Commitment") from

Escrow Agent, a survey and a zoning report for the Property promptly after the Effective Date. All matters shown in the Title Commitment, survey or zoning report ("Title Matters") with respect to which Buyer fails to object prior to the expiration of the Due Diligence Period shall be deemed "Permitted Exceptions". However, Permitted Exceptions shall not include and Seller

shall be obligated to remove (or cause the Escrow Agent to affirmatively insure over with Buyer's approval) (a) any mortgages or deeds of trust securing any financing obtained by Seller and that encumber the Property; (b) any mechanics or materimen's liens for work done by or on behalf of Seller and that encumber the Property; and (c) any and all claims and liens that encumber the property and are shown on the Title Commitment for which the amount of the claim can be determined and can be cured merely by the payment of money, but excluding (i) claims or liens arising through Buyer, and (ii) any such claims or liens which would obligate Seller to expend more than $50,000.00 in the aggregate to cure (collectively, the "Liens"), provided that if Seller fails to remove (or cause the Escrow Agent to affirmatively insure over with Buyer's approval) such Liens, Seller shall pay to Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement not to exceed in the aggregate $50,000. Seller shall have no obligation to cure any Title Matter objected to, except as aforesaid, provided Seller notifies Buyer of any objections which Seller elects not to remove or cure within five (5) business days following receipt of Buyer's objections. In the event that Seller refuses to remove or cure any objections, Buyer shall have the right to terminate this Agreement upon written notice to Seller given within five (5) business days after receipt of Seller's notice, upon which termination the Earnest Money shall be returned to Buyer and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein. If any matter not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) five (5) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its objection to any such new title exception (an "Objection"). If Seller does not remove or cure such Objection prior to the date of Closing, Buyer may terminate this Agreement, in which case the Earnest Money shall be returned to Buyer and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein.

(b)    Within five (5) days following the Effective Date, Seller shall provide to

Buyer copies of the following documents and materials pertaining to the Property to the extent within Seller's possession or control: (i) a complete copy of all leases affecting the Property (unless the same have previously been provided to Buyer) and all amendments thereto and of all material correspondence relating thereto; (ii) a copy of all surveys and site plans of the Property, including without limitation any as-built survey obtained or delivered to tenants of the Property in connection with its construction, if any; (iii) a copy of all architectural plans and specifications and construction drawings and contracts for improvements located on the Property, if any; (iv) a copy of Seller's title insurance commitments and policies relating to the Property, if any; (v) a copy of the certificate of occupancy (or local equivalent) and zoning reports for the Property and of all governmental permits/approvals, if any; (vi) a copy of all environmental, engineering and physical condition reports for the Property, if any; (vii) copies of the Property's real estate tax bills for the current and prior two (2) tax years or, if the Property has been owned by Seller for less than two (2) tax years, for the period of ownership; (viii) the operating statements of the Property for the twenty four (24) calendar months immediately preceding the Effective Date or if the Tenants have been operating for less than twenty-four (24) months, for the period of operation; (ix) all service contracts and

insurance policies which affect the Property, if any; (x) a copy of all warranties relating to the improvements constructed on the Property, including without limitation any roof warranties, if any; and (xii) a written inventory of all items of personal property to be conveyed to Buyer, if any (the "Due Diligence Materials"). Seller shall deliver any other documents relating to the Property reasonably requested by Buyer, to the extent within Seller's possession or control, within three (3) business days following such request. Additionally, during the term of this Agreement, Buyer, its agents and designees, shall have the right to enter the Property for the purposes of inspecting the Property, conducting soil tests, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other investigations and inspections as Buyer may reasonably require to assess the condition and suitability of the Property; provided, however, that such activities by or on behalf of Buyer on the Property shall not damage the Property nor interfere with construction on the Property or the conduct of business by Tenants under the Leases; and provided further, however, that Buyer shall indemnify and hold Seller harmless from and against any and all claims or damages to the extent resulting from the activities of Buyer on the Property, and Buyer shall repair any and all damage caused, in whole or in part, by Buyer and return the Property to its condition prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate with the efforts of Buyer and the Buyer's representatives to inspect the Property. After the Effective Date, Buyer shall be permitted to speak and meet with Tenants in connection with Buyer's due diligence. Upon signing this Agreement, Seller shall provide Buyer with the name of a contact person(s) for the purpose of arranging site visits. Buyer shall give Seller reasonable written notice (which in any event shall not be less than two (2) business days) before entering the Property, and Seller may have a representative present during any and all examinations, inspections and/or studies on the Property. Buyer shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice thereof to Seller and the Escrow Agent prior to the expiration of the Due Diligence Period, in which event this Agreement shall become null and void, Buyer shall receive a refund of the Earnest Money, and all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein.

(c)Promptly following the Effective Date, Seller shall request Estoppel
Certificates certified to the following: "AR Capital, LLC, ARC PPHHTKY001, LLC, and their lender, successors and assigns" (and simultaneously provide Buyer with a copy of such request) and a Waiver of Tenants' right of first refusal. It shall be a condition of Closing that Seller shall have obtained an estoppel certificate from Tenants in the form attached hereto as Exhibit F (the "Tenant Estoppel Certificate") and an estoppel certificate from Guarantor in the form attached hereto as Exhibit G (the "Guarantor Estoppel Certificate"), and Seller shall use good faith efforts to obtain the same. Seller shall promptly deliver to Buyer photocopies or pdf files of the executed estoppel certificates if and when Seller receives the same.

(d)Seller shall use good faith efforts to obtain subordination, non-disturbance
and attornment agreement from Tenants in form and substance reasonably acceptable to Buyer and Buyer's Lender, if applicable (the "SNDA").

(e)Seller shall use good faith efforts to obtain estoppel certificates with
respect to reciprocal easement agreements as may be reasonably requested by Buyer.

7.    Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation

or taking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenants have a right of termination or abatement of rent under the Leases, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days after Buyer's receipt of notice of such condemnation, taking or damage, upon which termination the Earnest Money shall be returned to the Buyer and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

8.    Earnest Money Disbursement, The Earnest Money shall be held by Escrow

Agent, in trust, and disposed of only in accordance with the following provisions:

(a)If the Closing occurs, Escrow Agent shall deliver the Earnest Money to, or
upon the instructions of, Seller and Buyer on the Closing Date to be applied as part payment of the Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall deliver the Earnest Money to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (a). Subject to the last sentence of this clause (a), if for any reason the Closing does not occur and either party makes a written demand (the "Demand") upon Escrow Agent for payment of the Earnest Money, Escrow Agent shall give written notice to the other party of the Demand within one business day after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days after the giving of such notice by Escrow Agent, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court of

competent jurisdiction. Notwithstanding the foregoing provisions of this clause (a) if Buyer has terminated this Agreement on or prior to the expiration of the Due Diligence Period, then upon Buyer delivering to Escrow Agent a notice so stating, Escrow Agent shall immediately return the Earnest Money to Buyer without the necessity of delivering any notice to, or receiving any notice from Seller.

(a)The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any liabilities (including reasonable attorneys' fees, expenses and disbursements) incurred by Seller or Buyer resulting from Escrow Agent's mistake of law respecting the scope or nature of Escrow Agent's duties. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys' fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent shall hold the Earnest Money in escrow and shall disburse the Earnest Money pursuant to the provisions of this Section 8.

9.    Default

(b)In the event that Seller is ready, willing and able to close in accordance
with the terms and provisions hereof, and Buyer defaults in any of its obligations undertaken in this Agreement, Seller shall be entitled to, as its sole and exclusive remedy to either: (i) if Buyer is willing to proceed to Closing, waive such default and proceed to Closing in accordance with the terms and provisions hereof; or (ii) declare this Agreement to be terminated, and Seller shall be entitled to immediately receive all of the Earnest Money as liquidated damages as and for Seller's sole remedy. Upon such termination, neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that (a) actual damages due to Buyer's default hereunder would be difficult and inconvenient to ascertain and that the amount specified as liquidated damages is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the amount specified as liquidated damages is not disproportionate to the damages that would be suffered and the costs that would be incurred by Seller as a result of having withdrawn the Property from the market, and (c) Buyer desires to limit its liability under this Agreement to the amount of the. Earnest Money paid in the event Buyer fails to complete Closing. Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. In no event under this Section or otherwise shall Buyer be liable to Seller for any punitive, speculative or consequential damages.

(a)In the event of a default in the obligations herein taken by Seller with
respect to the Property, Buyer may, as its sole and exclusive remedy, either: (i) waive any unsatisfied conditions and proceed to Closing in accordance with the terms and provisions hereof; (ii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, upon which termination the Earnest Money shall be refunded to Buyer, Seller shall pay to Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement not to exceed in the aggregate $50,000, which return and payment shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof; or (iii) by notice to Seller given on or before the Closing Date, extend the Closing Date for a period of up to thirty (30) days (the "Closing Extension Period"), and the "Closing Date" shall be moved to the last day of the Closing Extension Period. If Buyer so extends the Closing Date, then Seller may, but shall not be obligated to, cause said conditions to be satisfied during the Closing Extension Period. If Seller does not cause said conditions to be satisfied during the Closing Extension Period, then Buyer shall have the remedies set forth in Section 9(b) (i) through (iii) above except that the term "Closing" shall read "Extended Closing".

10.    Closing. The Closing shall consist of the execution and delivery of documents by

Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit of Buyer at Closing the following executed documents:

(b)A Special Warranty Deed in the form attached hereto as Exhibit B;

(c)An Assignment and Assumption of Leases and Security Deposits, in the form attached hereto as Exhibit C;

(d)A Bill of Sale for the personal property, if any, in the form attached hereto as Exhibit D;

(e)An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E;

(f)Original Tenant Estoppel Certificates dated no earlier than 30 days prior to the date of Closing. In addition, the business terms of the Tenant Estoppel Certificates must be in accordance with and not contradict the Leases. If the Leases and any amendments, bearing the original signatures of the landlord and tenant thereunder have not been delivered to Buyer previously, a copy thereof confirming that the copy is true, correct and complete shall be attached to the Tenant Estoppels;

(g)An original Guarantor Estoppel Certificate dated no earlier than 30 days prior to the date of Closing;

(h)A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder;

(i)All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed;

(j)Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents, all as may reasonably be requested by Escrow Agent;

Originals of the warranties set forth on Exhibit I, and any additional warranties required by the Leases, re-issued at Buyer's expense, to Buyer or Tenants, as requested by Buyer;

(k)    A certificate pursuant to Section 1445 of the Internal Revenue Code of

1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller;

(1)    An owner's title affidavit as to mechanics' liens and possession and other

matters in customary form reasonably acceptable to Buyer and Escrow Agent;

(m)An original SNDA fully executed and notarized by Tenants, if requested by Buyer;

(n)Letter to Tenants in form of Exhibit H attached hereto; and

(o)Such other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.

At Closing, Buyer shall instruct Escrow Agent to deliver the Earnest Money to Seller which shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses (a), (b), (c), (d) and (g) above. Buyer shall have a one-time right to extend the Closing for up to fifteen (15) business days upon written notice to Seller to be received by Seller on or prior to the date scheduled for the Closing. If Buyer timely exercises this right to extend, any document that Seller is obligated to provide that is "time sensitive" does not need to be provided again by Seller. The Closing shall be held through the mail by delivery of the closing documents to the Escrow Agent on or prior to the Closing or such other place or manner as the parties hereto may mutually agree.

11.    Representations by Seller. For the purpose of inducing Buyer to enter into this

Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date:

(a)Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perfoim all of Seller's obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational

documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound;

(b)Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property;

(c)Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations;

(d)With respect to the Leases: (i) the Leases forwarded to Buyer under
Section 6(b) is a true, correct and complete copy of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenants with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the Annual Net Rent is currently and as of the Closing Date shall be $823,764.68 per annum;

(e)There are no occupancy rights, leases or tenancies affecting the Property
other than the Leases. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated;

(f)To Seller's knowledge, except as set forth in the environmental reports
previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, "Environmental Laws"). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, "Hazardous Substances" shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws, To Seller's knowledge, there are no underground storage tanks located on the Property; and

(g)Exhibit I attached hereto is a true, correct and complete listing of all
warranties in effect for the Property (the "Warranties").

For purposes of this Section 11, references to "Seller's knowledge" or similar phraseology shall mean the actual knowledge of Evan A. Stein, M.D., Ph.D., without independent investigation or inquiry. The representations and warranties of Seller shall survive Closing for a period of one (1) year.

12.    Representations by Buyer. Buyer represents and warrants to, and covenants

with, Seller as follows:

(a)    Buyer is duly formed, validly existing and in good standing under the laws

of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer's obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound.

The representations and warranties of Buyer shall survive Closing for a period of one (1)

year.

13.    Conditions Precedent to Buyer's Obligations. Buyer's obligation to pay the

Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing:

(a)Seller shall deliver to Buyer on or before the Closing the items set forth in
Section 10 above;

(b)Buyer shall receive from Escrow Agent or any other title insurer approved
by Buyer in its judgment and discretion, a current ALTA owner's form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer's good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the "Title Policy");

(c)Tenants shall be in possession of the premises demised under the Leases,
shall be current in their respective obligations to pay rent under the Leases, and shall not have assigned or sublet the Property;

(d)The representations and warranties of Seller contained in this Agreement
shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; and

(e)Seller shall have delivered to Buyer a written waiver by any party of any
right of first refusal, right of first offer or other purchase option that Tenants or any other such party has pursuant to the Leases or otherwise to purchase the Property from Seller, if any.

In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 9(b) of this Agreement.

14,    Conditions Precedent to Seller's Obligations. Seller's obligation to deliver title

to the Property shall be subject to compliance by Buyer with the following conditions precedent on and as of the date of Closing: Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and

(a)The representations and warranties of Buyer contained in this Agreement
shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.

15.Notices. Unless otherwise provided herein, all notices and other communications
which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received on the date: (i) delivered by facsimile transmission or by electronic mail (e.g. email), (ii) delivered in person, (iii) deposited in the United States mail, registered or certified, return receipt requested, or (iv) deposited with a nationally recognized overnight courier, to the addresses set out in Section 1, or at such other addresses as specified by written notice delivered in accordance herewith. Notwithstanding the foregoing, Seller and Buyer agree that notice may be given on behalf of each party by the counsel for each party and notice by such counsel in accordance with this Section 15 shall constitute notice under this Agreement.

16.Seller Covenants. Seller agrees that between the Effective Date and the Closing
it: (a) shall continue to operate and manage the Property in the same manner in which Seller has previously operated and managed the Property; (b) shall, subject to Section 7 hereof and subject to reasonable wear and tear, maintain the Property in the same (or better) condition as exists on the date hereof; and (c) shall not, without Buyer's prior written consent, which, after the expiration of the Due Diligence Period may be withheld in Buyer's sole discretion: (i) amend the Leases in any manner, nor enter into any new leases, license agreement or other occupancy agreement with respect to the Property; (ii) consent to an assignment of the Leases or a sublease of the premises demised

thereunder or a termination or surrender thereof; (iii) terminate the Leases nor release any guarantor of or security for the Leases unless required by the express terms of the Leases; and/or (iv) cause, permit or consent to an alteration of the premises demised thereunder (unless such consent is non-discretionary). Seller shall promptly inform Buyer in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of the Property, whether insured or not.

17.Performance on Business Days. A "business day" is a day which is not a
Saturday, Sunday or legal holiday recognized by the Federal Government. Furthermore, if any date upon which or by which action is required under this Agreement is not a business day, then the date for such action shall be extended to the first day that is after such date and is a business day. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-business day, the period in question shall end on the next succeeding business day.

18.Entire Agreement. This Agreement constitutes the sole and entire agreement
among the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof.

19.Severability. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall be invalid or unenforceable, at any time or to any extent, then the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

20.No Representations or Warranties. Buyer hereby acknowledges, understands
and agrees that it has an opportunity to inspect the Property as set forth in Section 6 herein. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TITLE, MERCHANTABILITY OF THE PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE DESIGN OR CONDITION OF THE PROPERTY; THE QUALITY OR CAPACITY OF THE PROPERTY; WORKMANSHIP OR COMPLIANCE OF THE PROPERTY WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; PATENT INFRINGEMENT OR LATENT DEFECTS. THE PROPERTY WILL BE CONVEYED AT CLOSING AND BUYER AGREES TO ACCEPT THE PROPERTY ON AN "AS IS, WHERE IS" BASIS.

21.Applicable Law. This Agreement shall be construed under the laws of the State
or Commonwealth in which the Property is located, without giving effect to any state's conflict of laws principles.

22.Tax-Deferred Exchange. Buyer and Seller respectively acknowledge that the
purchase and sale of the Property contemplated hereby may be part of a separate exchange (an "Exchange") being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the "Exchanging Party") desires to effectuate such an exchange, then the other party (the "Non-Exchanging Party") agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

23.Broker's Commissions. Buyer and Seller each hereby represent that, except for
the Broker listed herein, there are no other brokers involved or that have a right to proceeds in this transaction. Seller shall be responsible for payment of commissions to the Broker pursuant to a separate written agreement executed by Seller. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys' fees at both trial and appellate levels) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker, finder or any party who claims to have dealt with such party (except that Buyer shall have no obligations hereunder with respect to any claim by Broker). The representations, warranties and indemnity obligations contained in this section shall survive the Closing or the earlier termination of this Agreement.

24.Assignment. Buyer may assign its rights under this Agreement, provided,
however, that no such assignment shall relieve Buyer of any of its obligations hereunder until Closing is complete. Buyer is entering into this Agreement for and on behalf of a related special purpose entity titled ARC PPHHTKY001, LLC ("Approved Assignee") and intends to assign

Approved Assignee its rights hereunder prior to Closing. The notice address for the Approved Assignee is 106 York Road, Jenkintown, PA 19046.

25.Attorneys' Fees. In any action between Buyer and Seller as a result of failure to
perform or a default under this Agreement, the prevailing party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing party's reasonable attorneys' fees and disbursements and court costs incurred in such action.

26.Counterparts. This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures on this Agreement which are transmitted electronically shall be valid for all purposes, however any party shall deliver an original signature on this Agreement to the other party upon request.

27.Anti-Terrorism. Neither Buyer or Seller, nor any of their affiliates, are in
violation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. "Anti-Terrorism Laws" shall mean any laws relating to terrorism or money laundering, including:

Executive Order No. 13224; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or may hereafter be, renewed, extended, amended or replaced; the applicable laws comprising or implementing the Bank Secrecy Act; and the applicable laws administered by the United States Treasury Department's Office of Foreign Asset Control (as any of the foregoing may from time to time be amended, renewed, extended, or replaced).

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

BUYER:                        SELLER:

AR CAPITAL, LLC                STEIN FAMILY, LLC

By: /s/ Edward M. Weil                By: /s/ Evan A. Stein MD PhD

Name: Edward M. Weil                Name: Evan A. Stein MD PhD

Title: President                    Title: Managing Partner

Date: August 24, 2013                    Date: August 24, 2013

THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT RELATING TO ESCROW AGENT AND THE DEPOSIT.

ESCROW AGENT:

STEWART TITLE GUARANTY

By:    /s/ Daniell Howell

Name:    Danielle Howell

Title:     Assistant Vice President

Date:     August 26, 2013

EXHIBITS

Exhibit A    Real Property

Exhibit B    Form of Special Warranty Deed

Exhibit C    Form of Assignment and Assumption of Lease

Exhibit D    Form of Bill of Sale

Exhibit E    Form of Assignment of Contracts, Permits, Licenses and Warranties

Exhibit F    Form of Tenant Estoppel

Exhibit G    Form of Guarantor Estoppel

Exhibit H    Form of Tenant Notice

Exhibit I    Warranties

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

Parcel Ids:    999-99-60-021.99

999-99-33-668.01

EXHIBIT B

B-1

FORM OF SPECIAL WARRANTY DEED
[Subject to Local Counsel Review]

Tax Parcel No.

SPECIAL WARRANTY DEED

THIS DEED, made on the    day of    , 2013, by and between STEIN

FAMILY, LLC, an Ohio limited liability company of 25 E. Superior St., Apt. 4602, Chicago,

Illinois 60611 ("Grantor"), and    , a

, whose address is    ("Grantee")

WITNESSETH:

THAT Grantor, in consideration of the sum of Nine Million Two Hundred Fifty and 00/100 Dollars ($9,250,0000.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does by these presents, sell and convey unto the said Grantee, its successors and assigns, the lots, tracts or parcels of land lying, being and situated in the County of Campbell, Commonwealth of Kentucky, and more fully described on Exhibit "A" attached hereto and incorporated herein by reference, together with all buildings, facilities and other improvements, located thereon.

The Property was acquired by Grantor by a conveyance recorded on    in Deed

Book    , Page    in the office of the Campbell County Clerk of Court.

This conveyance is subject to and there are hereby excepted from the warranty covenants of the Grantor those matters set forth on Exhibit "B" (the "Permitted Exceptions").

TO HAVE AND TO HOLD the premises aforesaid with all and singular, the rights, easements, privileges, appurtenances and immunities thereto belonging or in any wise appertaining unto the said Grantee and unto Grantee's successors and assigns forever, that subject to the Permitted Exceptions, the said Grantor hereby covenanting that Grantor will warrant and defend the title to said premises unto the said Grantee and unto Grantee's successors and assigns, against the lawful claims and demands of all persons claiming under or through Grantor, but not otherwise.

In accordance with KRS 382.125(c), the current year tax bill(s) should be sent

to:

B-1

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed the day and year first above written.

B-2

GRANTOR:

STEIN FAMILY, LLC

By:    

Name: Its:

STATE/COMMONWEALTH OF

) SS:

COUNTY OF

The foregoing instrument was acknowledged before me this day of    , 2013, by

the    of STEIN FAMILY, LLC, an Ohio limited liability
company, as her own free act and deed on behalf of the company.

Notary Public

B-2

CONSIDERATION CERTIFICATE

For purposes of KRS Chapter 382, Grantor and Grantee (by Grantee solely for the purpose of acknowledging the certificate of consideration), by execution of this Deed, that the above-stated consideration in the amount of $9,250,000.00, is the true, correct and full consideration paid for the undivided whole interest in the Property.

EXECUTED as of this day of    , 2013.

GRANTOR:

STEIN FAMILY, LLC

By:    

Name: Its:

STATE/COMMONWEALTH OF

) SS:

COUNTY OF

The foregoing instrument was acknowledged before me this day of    , 2013, by

the    of STEIN FAMILY, LLC, an Ohio limited liability
company, as her own free act and deed on behalf of the company.

Notary Public GRANTEE:

By:    

Name: Its:

STATE/COMMONWEALTH OF

) SS:

COUNTY OF

The foregoing instrument was acknowledged before me this day of    , 2013,

by    , the    of    , a

, as his/her own free act and deed on behalf of the

Notary Public

B-3

EXHIBIT C

FORM OF

ASSIGNMENT AND ASSUMPTION OF LEASE, GUARANTY AND SECURITY

DEPOSIT

STEIN FAMILY, LLC, an Ohio limited liability company ("Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over

and conveys to      ("Assignee"), all of Assignor's right, title

and interest in and those certain leases and guaranties of leases set forth on Exhibit "A" attached hereto (collectively the "Leases"), including any and all security deposits under the Leases.

Subject to the limitations set forth below, Assignor does hereby agree to defend, indemnify and hold harmless Assignee from any liability, damages (excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred by Assignee by reason of the failure of Assignor to have fulfilled, performed and discharged all of the various commitments, obligations and liabilities of the lessor, or landlord under and by virtue of the Lease prior to the date of this Assignment. Subject to the limitations set forth below, Assignee does hereby agree to defend, indemnify and hold harmless Assignor from any liability, damages (excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred by Assignor by reason of the failure of Assignee to have fulfilled, performed and discharged all of the various commitments, obligations and liabilities of the Landlord under and by virtue of the Lease on and after the date of this Assignment.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this

day of     , 2013, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.

ASSIGNOR: STEIN FAMILY, LLC                                                                               an Ohio limited liability company	ASSIGNEE:
	ASSIGNEE:

By:     

Name:    

By:    Title:     

Name:    

Title:     

C-1

EXHIBIT D

FORM OF BILL OF SALE

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, STEIN FAMILY, LLC, an Ohio limited liability company, having an address at 25 E. Superior St., Apartment 4602, Chicago, Illinois 60611 ("Seller"), hereby bargains, sells, conveys and

transfers    to    ("Buyer"),    a

, all of Seller's right, title and interest in and to those

certain items of personal and intangible property (including any warranty made by third parties in connection with the same and the right to sue on any claim for relief under such warranties) (the "Personal Property") located at or held in connection with that certain real property located in the Commonwealth of Kentucky, as more particularly described on Schedule A attached hereto and made a part hereof.

SELLER HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO THE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TITLE, MERCHANTABILITY OF THE PERSONAL PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE DESIGN OR CONDITION OF THE PERSONAL PROPERTY; THE QUALITY OR CAPACITY OF THE PERSONAL PROPERTY; WORKMANSHIP OR COMPLIANCE OF THE PERSONAL PROPERTY WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; PATENT INFRINGEMENT OR LATENT DEFECTS. BUYER ACCEPTS THE PERSONAL PROPERTY ON AN "AS IS, WHERE IS" BASIS.

IN WITNESS WHEREOF, Seller has caused this instrument to be executed and

delivered as of this    day of    , 2013.

SELLER:

STEIN FAMILY, LLC, an Ohio limited liability company

By:    

Name:    

Title:     

D-1

SCHEDULE A
TO BILL OF SALE

[Add legal description of Real Property]

D-2

EXHIBIT E

FORM OF ASSIGNMENT OF CONTRACTS,
PERMITS, LICENSES AND WARRANTIES

THIS ASSIGNMENT, made as of the    day of    , 2013, by STEIN FAMILY,

LLC, an Ohio limited liability company ("Assignor"), to     , a

("Assignee").

WITNESSETH:

WHEREAS, by Agreement of Purchase and Sale (the "Purchase Agreement") dated as of

, 2013, between Assignor and Assignee, Assignee has agreed to purchase from

Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that certain property located at 2 Tesseneer Drive, Highland Heights, Kentucky, as more particularly described on Exhibit "A" attached hereto (the "Property"); and

WHEREAS, Assignor desires to assign to Assignee as of the date hereof all of Assignor's right, title and interest in contracts, permits, trademarks, licenses and warranties held by Assignor in connection with the Property, including without limitation any and all guaranties of leases relating to the Property (collectively, the "Contracts").

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold from and after the date hereof all of the right, title and interest of Assignor in, to and under the Contracts. Assignor agrees without additional consideration to execute and deliver to Assignee any and all additional forms of assignment and other instruments and documents that may be reasonably necessary or desirable to transfer or evidence the transfer to Assignee of any of Assignor's right, title and interest to any of the Contracts.

By signing this Assignment, Assignee accepts the assignment of any of Assignor's right, title and interest to any of the Contracts.

This Assignment shall be governed by the laws of the Commonwealth of Kentucky, applicable to agreements made and to be performed entirely within said Commonwealth.

E-1

IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the date first above written.

ASSIGNOR: STEIN FAMILY, LLC an Ohio limited liability company            ASSIGNEE:

By:     

Name:    

By:    Title:     

Name:    
Title:

D-2

EXHIBIT F

FORM OF TENANT ESTOPPEL

This Estoppel Certificate is made as of this [    ], 2013 by Global Signal

Acquisitions II LLC, a Delaware limited liability company, as Attorney in Fact for STC Two LLC, a Delaware limited liability company (hereinafter "Tenant"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant hereby certifies and acknowledges to Evan Stein as of the date of execution hereof as follows:

1.STC Two LLC, successor in interest to SprintCom, Inc., entered into a PCS Site Agreement (the "Lease") with Evan Stein (the "Landlord"), dated October 28, 1997 for property located at 2 Tesseneer Drive, Highland Heights, KY 41076 as more fully described in Exhibit A attached hereto and made a part hereof;

2.A true and correct copy of the Lease and all amendments, if amended, are attached hereto as Exhibit A;

3.The Lease is binding, in full force and effect, enforceable in accordance with its terms and constitutes the entire agreement between the parties with respect to the property subject to the Lease;

4.All of the obligations required to be performed by Landlord under the terms of the Lease as of the date hereof have been performed and Tenant is in possession and occupancy of the property subject to the Lease;

5.The current term of the Lease expires on October 27, 2017;

6.The Lease provides for six (6) additional renewal terms of 5 years each with final expiration on October 27, 2047;

7.Tenant is currently paying monthly base rent in the amount of $1,109.17 and rent has been paid through August 31, 2013;

8.Tenant has not paid a security deposit under the Lease.

9.All other rent, additional rent and other charges due and payable by Tenant at or prior to the date hereof in accordance with the Lease have been paid;

10.There is no default under the Lease and no event exists, with the giving of notice
and/or lapse of time, that would become a default under the Lease that is known by Tenant at this time;

12.    There are no defenses, setoffs, recoupments, claims or counterclaims of any
nature that are known by Tenant at or prior to the date hereof;

F-1

13.Tenant is not the subject of any voluntary or involuntary bankruptcy,
insolvency, liquidation, moratorium or reorganization proceeding in the United States or any of its jurisdictions;

14.The individual executing this Certificate on behalf of Tenant is fully authorized
and empowered in all respects to do so on behalf of the undersigned Tenant entity and the statements contained herein may be relied upon by third parties interested in the matters covered in this Estoppel Certificate.

[Signature Pages to be Attached ]

F-2

EXHIBIT G

GUARANTOR ESTOPPEL CERTIFICATE

The undersigned hereby certifies to AR Capital, LLC ("Buyer"), ARC PPHHTKY001,

LLC,    ("Lender") and their respective successors and assigns as follows:

1.    The undersigned ("Guarantor") is the guarantor of that certain [Lease

Agreement] dated as of     , as amended by [insert amendments]

([collectively,] the "Lease") by and between     ("Landlord") and

("Tenant"), pursuant to which Tenant leases from Landlord the

land and building located at     , as more particularly

described in the Lease (the "Premises"). Such guaranty is made pursuant to that certain

Guarantee dated as of     (the "Guaranty") from Guarantor to Landlord.

2.The Guaranty has not been modified, changed, altered, supplemented or amended in any respect, nor have any provisions thereof been waived.

3.The Guaranty is valid and in full force and effect on the date hereof.

4.No voluntary actions or, to Guarantor's best knowledge, involuntary actions are pending against Guarantor under the bankruptcy laws of the United States or any state thereof.

5.This Certificate is delivered to induce Buyer to acquire the Premises and Lender to provide financing in connection with such acquisition, with the understanding that Buyer and Lender shall rely upon the truth of the matters set forth in this Certificate.

The undersigned is duly authorized to execute this Certificate on behalf of Guarantor.

Dated:    , 2013

GUARANTOR:

By:    

Name: Title:

G-1

EXHIBIT H

FORM OF NOTICE TO TENANT

TO: [Tenant]

Re: Notice of Change of Ownership of    

Ladies and Gentlemen:

YOU ARE HEREBY NOTIFIED AS FOLLOWS:

That as of the date hereof, the undersigned has transferred, sold, assigned, and conveyed all of its right, title and interest in and to the above-described property, (the "Property") to [INSERT NAME OF BUYER] (the "New Owner") and assigned to New Owner, all of the

undersigned's right, title and interest under that certain Lease, dated     , between

as tenant and     as landlord (the "Lease"), together with any security
deposits or letters of credit held thereunder.

Accordingly, New Owner is the landlord under the Lease and future notices and correspondence with respect to your leased premises at the Property should be made to the New Owner at the following address:

You will receive a separate notification from New Owner regarding the new address for the payment of rent. In addition, to the extent required by the Lease, please amend all insurance policies you are required to maintain pursuant to the Lease to name New Owner as an additional insured thereunder and promptly provide New Owner with evidence thereof.

Very truly yours,

[PRIOR LANDLORD]

By:    

Name:    

Title:

EXHIBIT IWARRANTIES

I-1

EX-10.20

Exhibit 10.20

Dated 4^th September 2013

(1) NORTHERN ROCK (ASSET MANAGEMENT) PLC

- and -

(2) ARC NRSLDUK001, LLC

AGREEMENT

relating tothe sale and leaseback of Solar House,
7 Admiral Way, Doxford International Park,
Sunderland SL3 3XW and 1 Grayling Court,Doxford International Business Park,
Sunderland SR3 3XE

CONTENTS

1.MAIN DETAILS    1

2.DEFINITIONS AND INTERPRETATION    1

3.AGREEMENT     3

4.STANDARD CONDITIONS    4

5.TITLE    4

6.DEPOSIT    4

7.INSURANCE    4

8.TRANSFER    

9.COMPLETION    5

10.REGISTRATION ISSUES RELATING TO THIS AGREEMENT    5

11.POSSESSION    5

12.VAT    5

13.CAPITAL ALLOWANCES    6

14.CHATTELS    6

15.ENTIRE AGREEMENT    6

16.RIGHTS OF THIRD PARTIES    7

17.JURISDICTION    7

18.ENVIRONMENTAL MATTERS - PROVISION OF INFORMATION    7

SCHEDULE I: DOCUMENTS    

APPENDIX 1: AGREED FORM OF THE TRANSFER

APPENDIX 2: AGREED FORM OF THE SOLAR HOUSE LEASE

APPENDIX 3: AGREED FORM OF THE GRAYLING COURT LEASE

APPENDIX 4: AGREED FORM OF NOTICE OF ELECTIONS UNDER SECTION 198 OF THE

CAPITAL ALLOWANCES ACT 2001 - SOLAR 110USE

APPENDIX 5: AGREED FORM OF NOTICE OF ELECTION UNDER SECTION 198 OF THE

CAPITAL ALLOWANCES ACT 2001 - GRAYLING COURT APPENDIX 6: AGREED FORM OF FIRST DEED OF COVENANT APPENDIX 7: AGREED FORM OF SECOND DEED OF COVENANT APPENDIX 8: AGREED FORM OF THIRD DEED OF COVENANT APPENDIX 9: AGREED FORM OF FOURTH DEED OF COVENANT APPENDIX 10: DEED OF RELEASE

APPENDIX I I: DSIS

THIS AGREEMENT is made on 4^th September, 2013

BETWEEN the Seller and the Buyer named in the main details set out in clause 1.

I.    MAIN DETAILS

Seller:            

NORTHERN ROCK (ASSET MANAGEMENT) PLC

(company number 3273685) whose registered office is at Croft Road, Crossflats, Bingley BD16 2UA

Buyer:    

ARC NRSLDUK001, LLC, a company incorporated in Delaware, USA, whose office for service in the United Kingdom is c/o Moor Park Capital Partners LLP, York House, 45 Seymour Street, London, W I H 71T

Properties:     

together the First Property and the Second Property

First Property:

all that leasehold property known as Solar House, 7 Admiral Way, Doxford International Business Park, Sunderland SL3 3XW being the whole of the property registered at the Land Registry under title number TY435046 and comprised in the First Lease

Second Property:

all that leasehold property known as 1 Grayling Court, Doxford International Business Park, Sunderland SR3 3XE being the whole of the property registered at the Land Registry under title number TY286932 and 'comprised in the Second Lease

Purchase Price:

Ten Million Five Hundred Thousand Pounds

(£10,500,000.00) inclusive of VAT

Completion Date:        

2013 (or such other date agreed in writing between the parties)

2.    DEFINITIONS AND INTERPRETATION

2.1    In this agreement:

2.1.1    the terms set out in the main details at clause 1 have the respective meanings

given to them there:

2.1.2    terms defined or used in the Standard Conditions have the same meanings when

used in this agreement: and

2.1.3    unless the context requires otherwise:.

"Deed of Assignment" means the agreed form deed of assignment in respect of the pre-emption deed dated 7 April 2004 and made between (I) Capita Trust Company Ltd and (2) the Seller duly executed by the Seller;

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"Capitalisation rate. (gross rent/Purchase Price)": 8.5% (based on the combined gross annual rent of £891.970 for the Solar House Lease and the Grayling Court Lease) and a Purchase Price of £10,500,000

"Deed of Release" means a deed of release made between the Bank of England and the Seller releasing any security over the Properties in the agreed form annexed at appendix 10:

"Documents" means the deeds and documents (if any) listed in schedule;

"DS1s" means the DS IS required to release all financial charges registered against the title to the Properties, the form of which is annexed to this Agreement at appendix I 1 duly signed by or on behalf of the charge holder;

"First Deed of Covenant" means the agreed form of deed of covenant annexed hereto at appendix 6;

"First Lease" means a lease of the First Property dated 8 April 2004 and made between Capita Trust Company Limited (1) and the Seller (known as Northern Rock plc) (2);

"Fourth Deed of Covenant" means the agreed form deed of covenant annexed hereto at appendix 9;

"Grayling Court Lease" means the lease of the Second Property in the agreed form as annexed at appendix 3 to be granted by the Buyer to the Seller in accordance with the terms of the agreement;

"Incumbrances" means the matters set out in Standard Conditions 3.1.2 (b) to (e) and the matters (other than financial charges) contained or referred to in theregisters of the title numbers under which title to the Property is registered;

"Rents" means all rents payable under the Grayling Court Lease and the Solar House Lease;

"Second Deed of Covenant" means the agreed form of deed of covenant annexed hereto at appendix;

"Second Lease" means the lease of the Second Property dated 6 July 1993 and made between Midland Bank Trust Company Limited (I), North of England Financial Services Limited (2), Doxford International Management Company Limited (3) and Doxford Phase 1 Management Company Limited (4);

"Seller's Conveyancers" means DLA Piper UK LIP of Princes Exchange, Princes Square. Leeds LS1 ABY (reference: TFF/327457/26);

"Solar House Lease" means the lease of the First Property in the agreed form annexed at appendix 2 hereto to be granted by the Buyer to the Seller in accordance with the terms of this agreement;

"Standard Conditions" means the Standard Commercial Property Conditions (Second Edition) and a reference in this agreement to a "Standard Condition" means the respective condition in the Standard Conditions; "Third Deed of Covenant" means the agreed form deed of covenant annexed hereto at appendix 8; and "VAT" means value added tax and any substituted or similar tax.

2.2    In this agreement (unless the context requires otherwise):

2.2.1    words referring to persons include firms and corporate bodies and vice versa,

words in singular form include the plural and vice versa and words with any one gender include either other gender:

2.2.2    each of the headings, contents list and frontsheet is for reference only and is not

to be referred to when interpreting this agreement;

2.2.3    any reference to any legislative provision includes any subsequent re-enactment or amending provision,

2.2.4    the word "including" and similar words do not limit the general effect of the

words which precede them;

2.2.5    the terms "rescind", "determine" and "terminate" may be used

interchangeably as having the same meaning in the context of bringing this agreement to an end and the terms "rescission", "determination" and "termination"may be interpreted accordingly; and

2.2.6    a party under an obligation to use "reasonable endeavours"to do something is

not thereby obliged to act against its own commercial interests;

2.2.7    an obligation to do something includes an obligation to procure that it is done and

an obligation not to do something includes an obligation not to allow it to be done.

3. AGREEMENT

3.1    In consideration of the Purchase Price the Seller agrees to sell and the Buyer agrees to buy the

Properties on the terms of this agreement for the unexpired residue of the term created by the First Lease and Second Lease respectively.

3.2    As further consideration for the sale of the First Property the Buyer shall grant and the Seller

shall take the Solar House Lease.

3.3    As further consideration for the sale of the Second Property the Buyer shall grant and the

Seller shall take the Grayling Court Lease.

3.4    The Buyer shall buy the Properties free from incumbrances other than:

3.4.1    the Incumbrances;

3.4.2    any unregistered interests which fall within any of the paragraphs of schedule 3 to

the Land Registration Act 2002; and

3.4.3    such unregistered interests as may affect the Property to the extent and for so long

as they are preserved by the transitional provisions of schedule 12 to the Land Registration Act 2002.

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4.    STANDARD CONDITIONS

4.1    Except insofar as they are varied by the modifications set out in clause 4.2 or inconsistent

with the express provisions of this agreement all of the conditions in part 1 of the Standard Conditions are incorporated (and are deemed incorporated for the purposes of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989) in this agreement in relation to both the sale of the Properties and the grant of the First Lease and the Second Lease.

4.2    The modifications to the Standard Conditions are as follows:

4.2.1    for the purposes of Standard Condition 1.1.1(e) "contract rate" means two per

cent above the base rate from time to time of The Royal Bank of Scotland plc:

4.2.2    for the purposes of Standard Condition 1.1.1(g) "direct credit" means a direct

transfer of cleared funds from either the client account of the Buyer's conveyancers, maintained at a clearing bank, or another account maintained at a clearing bank approved by the Seller's Conveyancers, to an account nominated by the Seller's Conveyancers and maintained at a clearing bank;

4.2.3    Standard Condition 8.8.2 is to he construed as if it were followed by the words:

"If a notice to complete is served by the Seller or the Buyer, the other will immediately pay to the party which served such notice £350 plus VAT towards the costs of preparing and serving such notice"; and

4.2.4    Standard Condition 1.4 shall not apply.

5.    TITLE

5.1    The Seller will transfer each of the First Property and the Second Property with full title

guarantee amended as provided for in the annexed transfer at appendix 8.

5.2    The Buyer acknowledges that:

5.2.1    the Seller has provided the Buyer with proof of the title to the Properties in

accordance with Standard Condition 6.1 and a copy of each of the First Lease and Second Lease in accordance with Standard Condition 10.1: and

5.2.2    it may not raise requisitions in relation to any of such matters and/or the

Incumbrances in relation to save any matters revealed by the Buyer's pre-completion searches.

6.DEPOSIT

On exchange of this agreement the Buyer must pay a deposit of five per cent of the Purchase Price to the Seller's Conveyancers as stakeholders. On receipt of a notice to complete, the Buyer is immediately to pay on such terms a further deposit of five per cent of the Purchase Price.

7.INSURANCE

Subject to the provisions of Standard Condition 7.1 the Property is at the risk of the Buyer.

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8.TRANSFER

The transfer to the Buyer is to be in the form set out in appendix 1.

9.COMPLETION

If the Seller's Conveyancers agree to complete without the personal attendance of the Buyer's conveyancers, this does not mean that they have agreed to act as the agents of the Buyer's conveyancers at completion.

9.2    If the Completion Date is a day which is not a working day, completion is to fall due on the

last working day beforehand.

9.3    On the Completion Date the Seller shall sell and the Buyer shall buy the Properties.

9.4    On the Completion Date the Buyer shall grant and the Seller shall accept by supplying to the

Buyer a counterpart duly executed as a deed and delivered by the Seller the Solar House lease and the Grayling Court Lease.

9.5    On the Completion Date, the Seller shall deliver the Deed of Assignment, certified copy of

the Deed of Release: and the DS1s (or agreed undertaking from the Seller's Conveyancers to forward the DS is upon receipt) to the Buyer.

9.6    The term of each of the Solar House Lease and Grayling Court Lease shall he fifteen

(15) years from and including the first usual quarter day before its grant.

9.7    On the Completion Date the Buyer shall execute and deliver to the Seller the First Deed of

Covenant and the Second Deed of Covenant and the Seller shall execute and deliver to the Buyer the Third Deed of Covenant and the Fourth Deed of Covenant.

9.8    On Completion the Seller shall pay to the Buyer all Rents due for the period from and

including the date of completion to the day before the next rent payment dates as provided for in the Grayling Court Lease and the Solar House Lease.

10.REGISTRATION ISSUES RELATING TO. THIS AGREEMENT

The Buyer must not disclose this agreement or provide any copy of this agreement or provide any details (other than those necessary to register a unilateral notice of this agreement against the Seller's title to the Property under rule 83 of the Land Registration Rules 2003) to the Land Registry.

11.POSSESSION

11.1    Subject to the Solar House Lease the First Property is sold with vacant possession on

completion.

11.2    Subject to the Grayling Court Lease the Second Property is sold with vacant possession on

completion.

12.VAT

The Purchase Price is inclusive of VAT (if any).

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13.CAPITAL ALLOWANCES

13.1    For the purposes of this clause 12, the terms "disposal value", "fixtures" and "integral

features" have the respective meaning attributed to those terms in the Capital Allowances Act 2001.

13.2    The Seller warrants and confirms to the Buyer that:

112.1 the Seller will be required to bring a disposal value into account in relation to the

fixtures and integral features which form part of each of the Properties; and

13.2.2 in relation to the fixtures and integral features, the Seller is not and has not been

required to bring a disposal value into account in accordance with item 2 or 3 of the Table in section 196 Capital Allowances Act 2001 or item 7 of the Table in section 61 Capital Allowances Act 2001.

13.3     Not later than completion, the Seller and the Buyer will, in relation to each Property, enter

into an election under section 198 Capital Allowances Act 2001 in relation to the fixtures and integral features which form part of that Property and in relation to which the Seller is required to bring a disposal value into account ("Elections").The Elections are to be in the forms set out in appendix 5 and 6 and the amount attributed to each fixture or group of fixtures and each integral feature or group of integral features is such amount specified in appendix 5 and 6.

13.4     If and to the extent that the Buyer is unable, prior to completion, to provide a UK tax

reference number in the Elections then the Buyer undertakes to provide such a number to the Seller as soon as such a number is allocated to the Buyer.

13.5    The Buyer and the Seller will each:

13.5.1 provide a copy of the Elections to their respective Inspector of Taxes in

accordance with the provisions of section 201 Capital Allowances Act 2001;

13.5.2 ensure that all of their dealings with 11M Revenue and Customs are consistent

with the terms of the Elections; and

13.5.3 promptly supply to the other such information and assistance as the other may

reasonably require in relation to giving effect to the Elections subject to such information and assistance being within the supplying party's control.

14.CHATTELS

The chattels at each of the Properties will belong to the Seller following completion of the sale of the Properties.

15.ENTIRE AGREEMENT

The Buyer and Seller each confirms that they are not entering into this agreement in reliance upon any representation or warranty whether express or implied given by or on behalf of the Seller Or Buyer (as appropriate) other than any contained in written replies to enquiries and other statements or facts communicated to the other party's conveyancers on or before the date of this agreement. This agreement contains the whole agreement between the Seller and the Buyer relating to the sale of the Properties and supersedes all previous agreements between such parties on such matter.

6

16. RIGHTS OF THIRD PARTIES

A person who is not party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right

or remedy of any person which exists or is-available otherwise than pursuant to that Act.

17. JURISDICTION

This agreement and any document completed or to be completed in accordance with its. terms are to be governed by and construed in accordance with the law of England. The Buyer and the Seller agree to submit to the exclusive jurisdiction of' the courts of England in relation to this agreement and any document completed or to be completed in accordance with its provisions.

18. ENVIRONMENTAL MATTERS - PROVISION OF INFORMATION The Buyer acknowledges that:

18.1    it has had full opportunity to inspect and survey the Properties and carry out investigations

thereon;

18.2    it has satisfied itself as to the condition of the Properties; and

18.3    that accordingly, it accepts that in the event of a determination falling to be made in respect of

the Properties (or any one or more of them) under section 78F of the Environmental Protection Act 1990, the exclusion test set out in sections 7.46 to 7.50 of the Contaminated Land Statutory Guidance issued by the Department for Environment, Food and Rural Affairs in April 2012 should apply on the transfer of the Properties so as to transfer any liabilities relating to the condition of the Properties from the Seller to the Buyer.

7

Signed for and on behalf of NORTHERN    )

ROCK (ASSET MANAGEMENT) PLC by:    ) Signature:         /s/ R. L. Banks

                 Name (block capitals) R. L. Banks

Signed for and on behalf of ARC         )

NRSLDUK001, LLC by:            ) Signature:    American Realty Capital Global Trust,

Inc., its sole member

8

EX-10.21

Exhibit 10.21

FIRST AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

This First Amendment to Agreement for Purchase and Sale of Real Property (this “Amendment”) is made as of this 10th day of September, 2013, by and between HSP ALLIANCE HSP FORT WASHINGTON OFFICE I LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) and AR CAPITAL, LLC,aDelaware limited liability company (“Buyer”), who, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, agree as follows:

1.Background.

1.1Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Prop dated August 19, 2013 (the “Agreement”) concerning the sale and purchase of certain real property located at 1005 Virginia Drive, Ft. Washington, PA, as more particularly described in the Agreement.

1.2Seller and Buyer are desirous of amending the Agreement on the terms and conditions set forth in this Amendment.

2.Definitions. Capitalized terms used but not defined in this Amendment shall have the same definitions given to them in the Agreement, unless the context clearly indicates a contrary intent.

3.Due Diligence Period. Section 1(c) of the Agreement is hereby amended to reflect that the “Due Diligence Period” expired September 9, 2013.

4.Closing Date. Section 1(b) of the Agreement is hereby amended to reflect that the “Closing Date” shall be September 11, 2013, or earlier upon agreement by Buyer and Seller.

5.Purchase Price. Section 1(j) of the Agreement is hereby amended to reflect that the Purchase Price is Thirteen Million Fifty-Five Thousand Two Hundred Sixty-Three Dollars ($13,055,263.00), which is based upon the Net Operating Income (excluding the amortization income) divided by the cap rate of nine and twelve hundredths of one-percent (9.12%). If the Net Operating Income is not the same, the Purchase Price shall be adjusted accordingly.

6.Amortization Purchase Price. At Closing, Buyer shall pay to Seller an additional credit in the amount of Three Hundred Fifty-Nine Thousand Six Hundred Seventeen Dollars ($359,617.00), which is based upon the net present value of the amortization income using a discount rate of nine and twelve hundredths of one-percent (9.12%).

7.Ratification. Except as modified by this Amendment, the Agreement shall remain otherwise unmodified and in full force and effect and the parties ratify and confirm the terms of the Agreement as modified by this Amendment. All future references to the Agreement shall mean the Agreement as modified by this Amendment.

8.Miscellaneous Provisions. The parties may execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or in PDF format is as effective as executing and delivering this Amendment in the presence of the other parties to this Amendment.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Seller and Buyer have duly executed this Amendment as of the date first above written.

ALLIANCE HSP FORT WASHINGTON OFFICE I LIMITED PARTNERSHIP, a Delaware limited partnership

By: /s/ Richard R. Previdi

Name: Richard R. Previdi

Title: Authorized Signatory

AR CAPITAL, LLC, a Delaware limited liability company

By: /s/ Edward M. Weil

Name: Edward M. Weil

Title: President

1

EX-10.22

Exhibit 10.22

Santander	Santander Corporate Banking Wales Corporate Banking Centre 9 Queen Street Cardiff CF10 2UD
CORPORATE BANKING

To: ARC NRSLDUK001, LLC
  
(registered in the state of Delaware) (Borrower)

Address: 2711 Centerville Road
  
Suite 400
  
Wilmington
  
Delaware
  
19808 USA

Date: 4 September 2013

Dear Sirs

1 Facility

This letter sets out the terms and conditions on which the Lender agrees to make available to the Borrower a term loan facility in an amount not exceeding £5,250,000.

2 Definitions and interpretation

Words and expressions used in this letter are defined in Schedule 1 and this letter shall be construed in accordance with Schedule 1.

3 Purpose

3.1 The Borrower shall apply the Loan towards the purchase of the Property.

3.2 The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this letter.

4 Conditions of utilisation

4.1 The Borrower may not request the Loan unless the Lender has received all of the documents and other evidence listed in Schedule 2, in a form and substance satisfactory to the Lender.

4.2 The Loan shall not be made unless on the proposed Utilisation Date:

(a) no Default is continuing or would result from the proposed Loan; and

(b) the representations and warranties in clause 15 are true.

4.3 The Loan shall be drawn down as a single advance.

5 Utilisation

5.1 The Borrower may request the Loan by delivering a notice to the Lender not later than 10 am two Business Days prior to the proposed Utilisation Date (or such other period as the Lender may agree).

5.2 That notice is irrevocable and must specify:

(a) the proposed Utilisation Date (being a Business Day within the Availability Period);

(b) the amount of the Facility to be drawn (which must not exceed £5,250,000); and

(c) the account to which the Loan should be credited.

6 Repayment

6.1 The Borrower shall repay the Loan in full (together with all other sums outstanding to the Lender under this letter) on or before the Final Repayment Date.

6.2 The Borrower may not reborrow any part of the Facility which is repaid.

7 Illegality, prepayment and cancellation

7.1 If it becomes unlawful for the Lender to perform any of its obligations under this letter or to fund the Loan:

(a) on the Lender notifying the Borrower in writing, the Facility will be immediately cancelled; and

(b) the Borrower shall repay the Loan on the date specified by the Lender (being no earlier than the last day of any applicable grace period permitted by law).

7.2 The Borrower may, if it gives the Lender not less than 5 Business Days prior written notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the Loan by a minimum amount and an integral multiple of £100,000).

7.3

(a) If:

(i) any sum payable to the Lender by the Borrower is required to be increased under clause 11.1(b); or

(ii) the Lender claims indemnification from the Borrower under clause 12.1, the Borrower may, whilst the circumstance giving rise to the requirement to pay an increased amount or indemnification continues, give the Lender written notice of its intention to prepay the Loan in full.

(b) On the date specified by the Borrower in a notice under clause 7.3(a), the Borrower shall repay the Loan in full.

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7.4

(a) Any notice of prepayment given under this clause 7 shall be irrevocable and shall specify the date on which the relevant prepayment is to be made and the amount of that prepayment.

(b) Any prepayment under this letter shall be made together with accrued interest on the amount prepaid and any amountsdue under clause 13.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

(d) The Borrower shall not repay or prepay all or any part of the Loan except at the times and in the manner expressly provided for in this letter.

8 Interest

8.1

(a) Interest shall accrue on the Loan for each applicable Interest Period at the percentage rate per annum which is the aggregate of:

(i) the Margin;

(ii) LIBOR; and

(iii) the Mandatory Cost.

(b) The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

(c) The Lender shall notify the Borrower of the determination of a rate of interest under this letter.

8.2

(a) The first Interest Period for the Loan shall start on the Utilisation Date and end on the first Interest Payment Date thereafter.

(b) Each subsequent Interest Period shall start on the expiry of the previous interest Period and end on the next Interest Payment Date.

(c) No Interest Period for the Loan shall extend beyond the Final Repayment Date.

8.3 If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not).

8.4

(a) If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, default interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 8.4(b), is 2 per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this clause 8.4 shall be immediately payable by the Borrower on demand by the Lender.

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(b) If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 2 per cent higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.5

(a) If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on the Loan for that Interest Period shall be the rate per annum which is the sum of:

(i) the Margin;

(ii) the rate notified to the Borrower by the Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender of funding the Loan from whatever source it may reasonably select; and

(iii) the Mandatory Cost.

(b) In this letter, Market Disruption Event means that at or about 11 am on the first day of the relevant Interest Period:

(i) the Screen Rate is not available; and

(ii) the Lender (acting reasonably) determines that, by reasons of circumstances affecting the London Interbank Market generally, adequate and fair means do not existing for ascertaining LIBOR for that Interest Period.

(c) If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than 20 Business Days) with a view to agreeing a substitute basis for determining the rate of interest.

8.6 The Borrower shall ensure that, no later than 1 Business Day after the Utilisation Date, Hedging Arrangements are in place (in a form acceptable to the Lender) in respect of not less than 100% of the Loan and that such Hedging Arrangements are maintained for the term of the Facility.The Borrower shall provide the Lender with all such information as the Lender may reasonably request from time to time in relation to the Hedging Arrangements.

9 Bank accounts

9.1 The Borrower shall maintain with the Lender, a current account in the name of the Borrower designated as "Rent Account" and shall not, without the prior written consent of the Lender (such consent not to be unreasonably withheld, delayed or conditioned), maintain any other bank account, save that the Borrower shall be permitted to open and maintain other bank accounts with the Lender that are required to be held pursuant to any additional facility arrangement entered into between the Borrower and the Lender.

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9.2 The Borrower shall procure that all Net Rental Income and all other amounts received by the Managing Agent are paid into the Rent Account in cleared funds on or before each Interest Payment Date.

9.3 If, notwithstanding clause 9.2, the Borrower receives any amount otherwise than by credit to the Rent Account or through the Lender, the Borrower shall pay that amount into the Rent Account or to the Lender immediately on receipt and shall, in the meantime, hold that payment subject to the security created by the Finance Documents.

9.4 If the Rent Account is maintained with the Lender:

(a) subject to clause 9.4(b)and to the requirement that any amounts paid into the Rent Account for a particular purpose must be used for that purpose, the Borrower shall have signing rights in relation to the Rent Account and may withdraw any amount from the Rent Account for any purpose;

(b) while a Default is continuing, only the Lender may withdraw sums from the Rent Account;

(c) the Lender may, at any time, apply any monies standing to the credit of the Rent
Account in or towards payment of any amount then due and payable to it but unpaid under the Finance Documents;

(d) the Lender shall not be responsible to the Borrower for any non-payment of any liability of the Borrower which could be paid out of moneys standing to the credit of the Rent Account. The Lender shall not be liable to the Borrower for any withdrawal wrongly made if made in good faith; and

(e) the Lender may delegate its powers of withdrawal under this clause 9 to any administrator, receiver and/or manager.

10 Fees

The Borrower shall pay to the Lender a non-refundable arrangement fee of £52,500 on the Utilisation Date.

11 Tax gross up and indemnities

11.1

(a) The Borrower shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b) If a Tax Deduction is required by law to be made by the Borrower the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

11.2 The Borrower shall pay, and, on demand, indemnify the Lender against any cost, loss or liability the Lender incurs in relation to, all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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11.3 All amounts payable under a Finance Document by the Borrower shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower shall pay to the Lender (in addition to and at the same time as paying such amount) an amount equal to the amount of the VAT.

11.4 Subject to clause 11.6 below, each of the Borrower and the Lender shall, within ten Business Days of a reasonable request by the other party:

(a) confirm to the other whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(b) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA.

11.5 If a Party confirms to the other pursuant to 11.4(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

11.6 Clause 11.4 above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of:

(a) any law or regulation;

(b) any fiduciary duty; or

(c) any duty of confidentiality.

11.7 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 11.4 above (including, for the avoidance of doubt, where clausel 1.6) above applies), then:

(a) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(b) if that Party failed to confirm its applicable "passthru payment percentage" then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%,

until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

11.8 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

11.9 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment.

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12 Increased Costs

12.1

(a) Subject to clause 12.2, the Borrower shall, on demand by the Lender, pay to the Lender the amount of any Increased Costs incurred by the Lender as a result of (i) the introduction of or any change in (or in the interpretation or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this letter.

(b) In this letter, Increased Costs means:

(i) a reduction in the rate of return from the Facility or on the Lenders overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by the Lender to the extent that it is attributable to the Lender having entered into the Facility or funding or performing its obligations under any Finance Document.

12.2 Clause 12.1 does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by the Borrower;

(b) compensated for by the payment of the Mandatory Cost;

(c) attributable to the wilful breach by the Lender of any law or regulation; or

(d) attributable to a FATCA Deduction required to be made by the Borrower.

13 Other indemnities

13.1 The Borrower shall within 3 Business Days of written demand, indemnify the Lender against any cost, loss or liability incurred by it as a result of:

(a) the occurrence of any Event of Default; or

(b) the Loan not being advanced on, or being advanced on a date other than, the Utilisation Date specified in any notice delivered pursuant to clause 5.1 other than as a result of a breach by the Lender of its obligations under this letter.

13.2 The Borrower shall, on demand by the Lender, pay to the Lender the LIBOR Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

13.3 The Lender shall within 3 Business Days of certification by the Lender, pay to the Rent Account any LIBOR Break Gain.

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14 Costs and expenses

14.1 The Borrower shall pay to the Lender within 3 Business Days of written demand the amount of all costs and expenses (including legal fees and fees in respect of the Valuation) properlyincurred by it in connection with:

(a) the negotiation, preparation and execution of this letter and any document referred to in this letter or a Security Document, subject to an overall limit in the amount of £6,500 plus VAT thereon where applicable and disbursements;

(b) the preparation of the initial Valuation, subject to an overall limit in the amount of £7,236 (including VAT and disbursements);

(c) any other Finance Document executed after the Utilisation Date; and

(d) any amendment, release, waiver or consent requested by the Borrower in relation to a Finance Document.

14.2 The Borrower shallwithin 3 Business Days of written demand pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with enforcement of, or the preservation of any rights under, any Finance Document.

15 Representations

The Borrower makes the representations and warranties set out in this clause 15 to the Lender on the date of this letter and on the Utilisation Date.

15.1

(a) The Borrower is a body corporate, duly incorporated and validly existing under the law of the jurisdiction of its incorporation.

(b) The Borrower has the power to own its assets and carry on its activities as they are being conducted.

15.2 Each Finance Document is in full force and effect and the obligations expressed to be assumed by the Borrower in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations, subject to the Reservations and any qualification set out in any legal opinion or Report addressed to the Lender in connection with the Finance Documents. The Lender agrees that the Borrower shall not be in breach of this clause 15.2 as a result of the Hedging Arrangements being entered into by the Borrower within 1 Business Day of the Utilisation Date in accordance with clause8.6.

15.3 The entry into and performance by the Borrower of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

(a) any law or regulation applicable to it; or

(b) its constitutional documents (if any).

15.4 The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with any agreement or instrument binding on it or any of its assets nor oblige it to create any Security over any of its assets (other than under a Security Document).

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15.5 The Borrower has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

15.6 All Authorisations required:

(a) to enable the Borrower lawfully to enter into, exercise its rights and comply with its
obligations under the Finance Documents to which it is a party; and

(b) to make the Finance Documents to which the Borrower is a party admissible in
evidence in its Relevant Jurisdictions,

have been obtained or effected (as appropriate) and are in full force and effect.

15.7 The choice of governing law of the Finance Documents to which it is a party will be recognised and enforced in the Borrower's Relevant Jurisdictions, subject to the Reservations and any qualification set out in any legal opinion or Report addressed to the Lender in connection with the Finance Documents.

15.8 Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Borrower's Relevant Jurisdictions, subject to the Reservations and any qualification set out in any legal opinion or Report addressed to the Lender in connection with the Finance Documents.

15.9 No Event of Default is continuing or is reasonably likely to result from the making of the Loan.

15.10 No litigation, arbitration, administrative or bankruptcy proceedings of or before any court, arbitral body or agency is current or pending or, so far as the Borrower is aware, threatened against it which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

15.11

(a) In each case save as disclosed in any Certificate of Title:

(i) the Borrower is the sole legal and beneficial owner of, and has good and marketable title to, the Property subject to no Security;

(ii) there subsists no breach of any law or regulation which affects or might reasonably be expected to affect the value of the Property;

(iii) there are no covenants, agreements, stipulations, reservations, conditions, interests, rights or other matters whatsoever which affect the Property;

(iv) nothing has arisen or has been created or is subsisting which would be an overriding interest over the Property;

(v) no facility necessary for the enjoyment and use of the Property is enjoyed on terms entitling any person to terminate or curtail its use; and

(vi) the Borrower has not received notice of any adverse claim by any person in respect of the ownership of the Property or any interest in it, nor has any acknowledgement been given to any person in respect of the Property.

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(b) Save as disclosed in any Certificate of Title, all deeds and documents necessary to show good and marketable title to the Property are in the possession of, or held to the order of, the Lender.

15.12 The Borrower is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

15.13

(a) All information supplied by it to the Lender in connection with the Finance Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated.

(b) All information supplied by or on behalf of the Borrower in connection with the preparation of the Reports was true, complete and accurate in all material respects at the dates supplied.

(c) All statements of fact in the Reports (other than the Certificate of Title) are true and accurate in all material respects.

(d) So far as the Borrower is aware (having made due and careful enquiry), no Report (other than the Certificate of Title) is misleading in any material respect and there is no expression of opinion contained in, or any conclusion reached in, any Report (other than the Certificate of Title) which is not fair and reasonable.

(e) So far as the Borrower is aware (having made due and careful enquiry), nothing has occurred or come to light since the date of any Report (other than the Certificate of Title) which renders any material facts contained in that Report (other than the Certificate of Title) inaccurate or misleading or which makes any of the opinions or conclusions contained in the relevant Report (other than the Certificate of Title) unfair or unreasonable.

(f) The Borrower has read the Certificate of Title and is not aware of any material omission or inaccuracy in the Certificate of Title.

15.14 The Repeating Representations are deemed to be repeated by the Borrower on each Interest Payment Date, by reference to the facts and circumstances then existing.

16 Information undertakings

The undertakings in this clause 16 remain in force from the date of this letter for so long as any amount is outstanding under the Finance Documents or the Facility is available for drawing.

16.1 The Borrower shall supply to the Lender as soon as the same become available, but in any event within 270 days after the end of each of its financial years its (unaudited) financial statements for that financial year.

16.2 The Borrower shall procure that each set of financial statements delivered under clause 16.1:

(a) is prepared using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the first set of financial statements provided under clause16.1; and

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(b) give a true and fair view (if audited) or fairly present (if unaudited) of its financial condition as at the end of, and results of operations for, the period to which they relate.

16.3 The Borrower shall supply to the Lender:

(a) all documents despatched by the Borrower to its creditors generally, at the same time as they are despatched;

(b) promptly on becoming aware of them, the details of any litigation, arbitration, administrative or bankruptcy proceedings which are current, threatened or pending against itand which, if adversely determined, are likely to have a Material Adverse Effect;

(c) immediate notification of any notice received by it under section 146 of the Law of Property Act 1925 or any proceedings commenced or steps taken against it for the forfeiture of any lease under which it holds an interest in the Property;

(d) (unless otherwise agreed in writing by the Lender) no later than 28 days following the end of each Interest Payment Date, a quarterly monitoring report containing such information in respect of the Property and each Occupational Lease as the Lender shall reasonably require such report to be in a form acceptable to the Lender, but to include, without limitation, the following information:

(i) the name of the tenant, or occupier;

(ii) the rent, service charge, VAT and any other payments payable and (separately) paid in that Quarter;

(iii) details of any rent or service charges arrears;

(iv) details of any rent review agreed or in progress during that Quarter and any rent review which will fail to be determined in the following Quarter;

(v) details of any expiry, termination or surrender or any notice of expiry, termination or surrender given by the tenant;

(vi) details of any new lettings and licences proposed;

(vii) details of any new insurance claims and the progress of existing insurance claims;

(viii) details of any dispute between the Borrower and any tenant or occupier of the Property which, if adversely determined, would have or is reasonably likely to have a Material Adverse Effect;

(ix) details of any sinking fund in respect of the Property;

(x) details of any proposed disposal of the Property (including negotiations for the grant of any Occupational Lease); and

(xi) details of all irrecoverable expenditure incurred or to be incurred by the Borrower in respect of the Property) in excess of £10,000; and

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(e) such further information regarding the business and operations of the Borrower, the Property or the financial condition of the Borrower as the Lender may reasonably request.

16.4 The Borrower shall notify the Lender if any person becomes a member of the Borrower or ceases to be a member of the Borrower.

16.5 The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) on becoming aware of its occurrence.

16.6 The Borrower shall supply to the Lender a Compliance Certificate within 28 days of each Interest Payment Date setting out (in reasonable detail) computations as to compliance with the financial covenants set out in clausel 7.

17 Financial covenants

17.1 So long as any amount is outstanding under the Finance Documents or the Facility is available for borrowing the Borrower shall ensure that:

(a) in respect of each Relevant Period, Annual Rent shall be at least 200 per cent of Annual Interest Costs; and

(b) at all times the Loan shall not exceed 60 per cent of the Market Value of the Property.

17.2 The covenant in clause 17.1(a) shall be tested on each Interest Payment Date. The covenant in clause 17.1(b) shall be tested annually by reference to the then most recent Valuation received by the Lender.

17.3 If, following a Valuation, the Borrower is in breach of clause 17.1(b), the Borrower shall within 20 Business Days of the date on which it is notified by the Lender of the breach, prepay the Loan in an amount sufficient to ensure compliance with clause 17.1(b).

17.4

(a) The Borrower shall within 3 Business Days of written demand pay the costs of the initial Valuation supplied under clause 4.1 and any Valuation requested in accordance with clauses 17.4(b) and17.4(c).

(b) The Lender may request a Valuation no more than once in each three year period.

(c) Notwithstanding clausel7.4(b), the Lender may request a Valuation at any time if:

(i) a Default is outstanding; or

(ii) subject to clause 17.4(f), a Default is reasonably anticipated at the date of the request; and/or

(iii) the Borrower proposes to sell or otherwise dispose of all or any part of the Property.

(d) The Lender may call for a Valuation at any time at its own cost.

(e) The Borrower shall provide all reasonable assistance to a Valuer to enable it to carry out a Valuation.

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(f) If the Lender requests a Valuation pursuant to clause 17.4(c)(ii) and the Valuation
does not reveal the existence of a Default, in the event that the Lender has requested a Valuation more than once pursuant to clause 17.4(b) or 17.4(c) in the previous three years the cost of the Valuation shall be for the Lender's account.

18 General undertakings

The undertakings in this clause 18 remain in force from the date of this letter for so long as any amount is outstanding under the Finance Documents or the Facility is available for borrowing.

18.1 The Borrower will comply with all laws and regulations applicable to it if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

18.2 The Borrower will not, without the prior written consent of the Lender, (whether by a single transaction or a series of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, lease or otherwise dispose of any of its Charged Assets or agree to do so.

18.3

(a) The Borrower shall not create or permit to subsist any Security over any of its assets other than Permitted Security.

(b) The Borrower shall procure that its payment obligations under the Finance Documents rank at least paripassu with the claims of all other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

18.4 The Borrower will not without the prior written consent of the Lender (such consent not to be unreasonably withheld, delayed or conditioned) form or acquire any Subsidiary or subscribe for shares in any company.

18.5 The Borrower will not incur or permit to be outstanding any Financial Indebtedness, other than:

(a) amounts due under any Finance Document;

(b) any other Financial Indebtedness to which the Lender has given its prior written consent;

(c) Subordinated Loans;

(d) any other Financial Indebtedness which the Lender has made available to the Borrower; and

(e) other Financial Indebtedness not exceeding £5,000 in aggregate in any financial year.

18.6 The Borrower will not without the prior written consent of the Lender redesignate all or any part of any member's capital contribution as a loan.

18.7 The Borrower shall not, without the prior written consent of the Lender:

(a) grant or agree to grant any new Occupational Lease;

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(b) agree to any amendment or waiver or surrender or take any action which may lead to forfeiture in respect of any existing Occupational Lease;

(c) grant any licence or right to occupy any part of the Property;

(d) (such consent not to be unreasonably withheld, delayed or conditioned where the Borrower may not unreasonably withhold its consent) consent to any assignment or subletting or sub-lease of any lessee's or tenant's interest under any Occupational Lease; or

(e) (except where required to do so under the terms of the relevant Occupational Lease) agree to any rent review in respect of any Occupational Lease.

18.8

(a) The Borrower shall not appoint any Managing Agent of the Property other than Moor Park Capital Partners LLP except with the consent of, and on terms approved by, the Lender (such consent not to be unreasonably withheld, delayed or conditioned).

(b) The Borrower shall procure that each Managing Agent shall on its appointment enter into a Duty of Care Deed and acknowledge to the Lender that it has notice of the Security created by the Security Documents and that it agrees to pay all Net Rental Income received by it into the Rent Account in cleared funds on or before each Interest Payment Date without withholding, set off or counterclaim.

(c) The Borrower shall not terminate the appointment of any Managing Agent without the
consent of the Lender (such consent not to be unreasonably withheld, delayed or conditioned).

18.9 The Borrower shall not change its accounting reference period without the prior written consent of the Lender (such consent not to be unreasonably withheld, delayed or conditioned).

18.10

(a) The Borrower shall effect:

(i) insurance of its assets in accordance with paragraph 6.14 of the CML Lenders' Handbook save that the insurance shall be for the full reinstatement value of the Property which shall be deemed to be the value of that Property as specified in the most recent Valuation;

(ii) insurance against acts of terrorism; and

(iii) insurance against 3 years loss of rent,

all such insurances to be in amount and in a form and with an insurance company or underwriters acceptable to the Lender (acting reasonably).

(b) The Borrower will procure that the Lender is either joint insured or, if so agreed by the Lender, noted as mortgagee and loss payee on each such insurance policy and that every such policy shall contain:

(i) a standard mortgagee clause whereby such insurance shall not be vitiated or avoided as against a mortgagee in the event or as a result of any misrepresentation, act or neglect or failure to make disclosure on the part of the insured party or any circumstance beyond the control of the insured party; and

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(ii) terms providing that it shall not be invalidated so far as the Lender is concerned for failure to pay any premium due without the insurer first giving to the Lender not less than 10 Business Days' notice.

(c) The Borrower will promptly on request supply copies of its Insurances and will notify the Lender of new policies, renewals made and material variations or cancellations of policies made or, to the knowledge of the Borrower, threatened or pending.

(d) The Borrower shall not do or permit to be done anything which may make void or voidable any of the Insurances.

(e) The Borrower shall promptly pay all premiums and do all other things necessary to keep all of the Insurances.

(f) If the Borrower fails to comply with any of the provisions of this clause 18.10, the Lender shall immediately be entitled to effect the Insurances concerned at the expense of the Borrower.

(g) Subject to clause18.10(h), the Borrower shall apply all monies received or receivable under any Insurance (other than any insurance in respect of third party liability) towards replacing, restoring or reinstating the relevant asset. Any proceeds of insurance received by the Borrower shall, pending any such replacement, restoration or reinstatement, be credited to the Rent Account.

(h) To the extent that any Insurance and any Occupational Lease does not restrict the proceeds of insurance under that policy being used to prepay the Loan, the proceeds of insurance shall:

(i) if at the relevant time an Event of Default has occurred and is continuing; or

(ii) at any other time if the Lender requests or requires it in writing, be used to prepay the Loan.

18.11 The Borrower shall use all reasonable endeavours to obtain (as soon as practicable) from each landlord under any lease pursuant to which the Borrower holds an interest in the Property, an acknowledgement addressed to the Lender confirming that such landlord will provide the Lender with 14 days' prior written notice of its intention to serve a notice under section 146 of the Law of Property Act 1925 or to take any other steps to forfeit or terminate such lease.

19 Events of Default

Each of the events or circumstances set out in this clause 19 is an Event of Default.

19.1 The Borrowerdoes not pay on the due date any amount pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless its failure to pay is caused by an administrative or technical error and payment is made within 3 Business Days of its due date.

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19.2 Any of the provisions in clauses8.6, 16, 17.1(a), 17.3, 18.2, 18.3, 18.5and 18.9 are not complied with.

19.3

(a) The Borrower does not comply with any provision of the Finance Documents (other than clause 17.1(b) and those provisions referred to in clauses 19.1 and 19.2).

(b) No Event of Default under clause 19.3(a) will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the Lender giving written notice to the Borrower or the Borrower becoming aware of the failure to comply.

19.4

(a) Any representation or statement made or deemed to be made by the Borrower in any Finance Document or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

(b) No Event of Default under clause 19.4(a) will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the Lender giving written notice to the Borrower or the Borrower becoming aware of the failure to comply.

19.5 Any Financial Indebtedness of the Borrower (other than any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents) is not paid when due nor within any originally applicable grace period or is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

19.6 Any demand is made by a creditor in respect of any Financial Indebtedness of the Borrower (other than any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents) which is incurred pursuant to an on demand facility (however described).

19.7 The Borrower is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness (other than any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents).

19.8 Any corporate action, legal proceedings or other procedure or step is taken in relation to or with a view to:

(a) the suspension of payments, a moratorium of any indebtedness of the Borrower (other than any such action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents);

(b) winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;

(c) a composition, assignment or arrangement with any creditor of the Borrower (other than any such action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents);

(d) the appointment of a receiver, administrative receiver, compulsory manager or other similar officer in respect of the Borrower or any of its assets (other than any such

16

action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents);

(e) the appointment of a liquidator, administrator, administrative receiver or other similar officer in respect of the Borrower; or

(f) enforcement of any Security over any assets of the Borrower (other than any such action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents),

or any analogous procedure or step is taken in any jurisdiction.

19.9 Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower and is not discharged within 10 Business Days (other than any such action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents).

19.10 Any part of the Property is destroyed or is damaged to a material extent such that, taking into account the actually recoverable or recovered proceeds of insurance effected under the Finance Documents, in the opinion of the Lender, the destruction or damage will have a Material Adverse Effect.

19.11 It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

19.12 All or any part of the Property is compulsorily purchased.

19.13 Any person, other than the Lender, commits any breach of, or omits to observe, any of the obligations expressed to be assumed by such person under the Subordination Deed.

19.14 The entire issued share capital of the Borrower ceases to be legally and beneficially owned by the Shareholder.

19.15 Any event or series of events or any circumstances whether related or not occurs or circumstances arise which has or is reasonably likely to have a Material Adverse Effect.

19.16 On and at any time after the occurrence of an Event of Default which is continuing the Lender may, by notice to the Borrower:

(a) cancel the Facility, at which time it shall immediately be cancelled; and/or

(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(c) declare that all or part of the Loan be payable on demand, at which time it shall
immediately become payable on demand by the Lender,

and at any time thereafter the Lender may, without prejudice to its rights under the Security Documents, enforce any or all of the Security Documents.

20 Changes to the parties

20.1 The Lender may:

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(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to any Qualifying Lender and the Borrower shall promptly take (at the cost of the Lender) all steps necessary or desirable to facilitate any such assignment or transfer.

20.2 The Lender may disclose to any person:

(a) to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this letter;

(b) with (or through) whom the Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this letter or the Borrower;

(c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

(d) who is an Affiliate of the Lender,

any information about the Borrower and the Finance Documents as the Lender shall consider appropriate provided that, in each case, any person to whom such information is to be given is informed in writing of its confidential nature and (except in the case of 20.2(c) above) gives an appropriate confidentiality undertaking in respect of such information.

20.3 The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

21 Conduct of business by the Lender

No provision of this letter will:

(a) interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; or

(b) oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any compensation in respect of Tax.

22 Payment mechanics

22.1 On each date on which the Borrower is required to make a payment under a Finance Document, the Borrower shall ensure that the Managing Agent makes the same available to the Lender for value on the due date.

22.2 If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lender shall apply that payment towards the obligations of the Borrower under the Finance Documents in such order as the Lender shall determine.

22.3 All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set off or counterclaim.

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22.4

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal amount under this letter, interest is payable on that principal amount at the rate payable on the original due date.

22.5 If a change in any currency of the United Kingdom occurs, this letter will, to the extent the Lender (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise to reflect the change in currency.

22.6 Set off

The Lender may set off any matured obligation due from the Borrower under the Finance Documents against any matured obligation owed by the Lender to the Borrower under the Finance Documents, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set off.

23 Security and recourse

23.1 All obligations of the Borrower to the Lender under the Finance Documents will be secured by the Security Documents.

23.2 Notwithstanding anything in this letter or in the Security Documents to the contrary the Lender acknowledges and agrees that all amounts payable or expressed to be payable by the Borrower to the Lender under, or in respect of its obligations and liabilities under, this letter and the Security Documents shall be recoverable only from and to the extent of:

(a) the Charged Assets, and

(b) any proceeds of realisation or enforcement of any such Security,

and the Borrower shall not be personally liable for such amounts (and the Lender on behalf of itself and any parties claiming through it (whether by assignment, novation, subrogation, reimbursement or otherwise) waives all rights against the Borrower personally in respect of such amounts).

24 Notices

24.1 Any communication to be made under or in connection with this letter shall be made in writing and, unless otherwise stated, may be made by fax or letter.

24.2 The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with this letter is:

(a) in the case of the Borrower:Moor Park Capital Partners LLP

Address: York House

45 Seymour Street

London

19

W1H 7JT

Fax number: +44 (0) 207 152 1153

Attention: Graydon Butler; and

(b) in the case of the Lender:

Address: Santander UK plc

298 Deansgate
Manchester
M3 4HH

Fax number: 0161 953 3517

Attention: Commercial Property Administration Manager,

or any substitute address, fax number or department or officer as either party may notify to the other by not less than 5 Business Days' notice.

24.3

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

0 if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or 5 days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under clause 24.2, if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified above (or any substitute department or officer as the Lender shall specify for this purpose).

(c) Where the Borrower's registered office is outside the United Kingdom then without
prejudice to any other mode of service allowed under any relevant law, it irrevocably appoints Moor Park Capital Partners LLP as its agent for service of notices and all other communications in relation to the Finance Documents (including process in relation to any proceedings before the English courts in connection with any Finance Document).

(d) If any person appointed as an agent for service is unable for any reason to act as agent the Borrower must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.

25 Calculations and certificates

25.1 In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, in the absence of manifest error, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

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25.2 Any certification or determination by the Lender under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

25.3 Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days.

26 Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

27 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy available to it under the Finance Documents or otherwise shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

28 Third parties

28.1 Unless expressly provided to the contrary in this letter, a person who is not a party to this letter has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this letter.

28.2 The consent of any person who is not a party to this letter is not required to rescind or vary this letter or any other agreement entered into in connection with it.

29 Publicity

The Borrower agrees that the Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), publicise details of the Facility.

30 Inconsistency with Security Documents

To the extent that there is any inconsistency between the terms of any Security Documents and the terms of this letter, then until such time as all liabilities and obligations of the Borrower under this letter are repaid and discharged in full, the terms of this letter shall prevail.

31 Governing law

31.1 This letter shall be governed by, and construed in accordance with, English law and all claims and disputes between the parties arising out of or in connection with this letter (whether or not contractual in nature) shall be determined in accordance with English law.

31.2 If in any court either party argues that a court other than the courts of England and Wales has jurisdiction to determine any dispute or difference between the parties arising out of or in connection with this letter that issue shall be determined in accordance with English law and each party irrevocably and unconditionally waives any right it might otherwise have to rely upon the law of the forum or any other law.

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32 Submission to jurisdiction

32.1 For the benefit of the Lender, the Borrower submits to the exclusive jurisdiction of the courts of England and Wales in relation to all claims, disputes, differences or other matters arising out of or in connection with this letter provided that nothing in this clause shall prevent the Lender in its sole and unfettered discretion, from commencing proceedings against the Borrower in any court of competent jurisdiction.

32.2 The Borrower irrevocably waives any right that it may have:

(a) to object on any ground to an action being brought in the courts of England and Wales, to claim that the action brought in the courts of England and Wales has been brought in an inconvenient forum, or to claim that the courts of England and Wales do not have jurisdiction; or

(b) to oppose the enforcement of any judgment of any court of England and Wales.

33 Acceptance

33.1 The offer contained in this letter shall be open for acceptance for 20 Business Days following the date of this letter.

33.2 Please indicate your acceptance of the terms set out in this letter by signing and returning to us the enclosed copy of this letter.

Yours faithfully

/s/ Steve Rees

For and on behalf of Santander UK plc

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We acknowledge receipt of the facility letter of which this is a copy. We accept the terms set out in that letter.

Signed by:

/s/ Jesse C. Galloway

Authorised Signatory, Jesse C. Galloway

on behalf of: ARC NRSLDUK001, LLC a Delaware limited liability company

Date: September 4, 2013

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Schedule 1

Definitions and construction

Affiliate means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

Annual Interest Costs means, in relation to any Relevant Period, the amount determined by the Lender to be the aggregate amount of interest, commission and similar amounts payable by the Borrower under clause 8 during that Relevant Period

Annual Rent means, in relation to any Relevant Period, the amount determined by the Lender to be the aggregate Rental Income received by or on behalf of the Borrower in respect of the Property during that Relevant Period

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing or registration

Availability Period means the period of 20 Business Days from and including the date of this letter

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London

Certificate of Titlemeans a certificate prepared by the Lender's solicitors, in form and substance satisfactory to the Lender, relating to the Borrower's title to the Property

Charged Assets means the undertaking, property and assets of the Borrower which are subject to Security created by the Security Documents in favour of the Lender

CML Lenders' Handbook means the Council of Mortgage Lenders Lenders' Handbook for England and Wales for the time being, a copy of the latest edition of which is available at www.cml.org.uk

Code means the US Internal Revenue Code of 1986

Compliance Certificate means a certificate signed by a special member of the Borrower and substantially in the form set out in Schedule 3

Default means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default

Duty of Care Deed means the deed executed or to be executed by each of the Borrower, the Lender and a Managing Agent

Event of Default means any event or circumstance specified as such in clause 19

Facility means the term loan facility made available under this letter as described in clause 1

FATCA means:

(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

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(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA

FATCA Exempt Party means a party that is entitled to receive payments free from any FATCA Deduction

Final Repayment Date means 5 (five) years after the Utilisation Date

Finance Document means this letter, each Security Document, the Subordination Deed, each Duty of Care Deed, each Hedging Arrangement,each Compliance Certificate and each other document designated as such by the Lender and the Borrower

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(c) the amount of any liability in respect of any lease or hire purchase contract which would, in
accordance with GAAP, be treated as a finance or capital lease;

(d) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(e) any amount raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing;

(f) any derivative transaction entered into in connection with protection against or benefit from
fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial institution; and

(h) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (g) above

GAAP means generally accepted accounting principles in the country of incorporation of the Borrower

Hedging Arrangement means any interest rate management agreement or arrangement entered into by the Borrower to hedge its floating rate interest payment obligations under this letter

Holding Company means in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary

Insurances means all contracts or policies of insurance in which the Borrower has an interest Interest Payment Date means:

(a) 31 January 2014and then quarterly thereafter; and

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(b) the Final Repayment Date

Interest Period means in relation to the Loan each period determined in accordance with clause 8.2 and, in relation to any sum due and payable but unpaid by the Borrower under the Finance Documents, each period determined in accordance with clause 8.4

ITA means the Income Tax Act 2007

Legal Charge means a charge by way of legal mortgage of the Property executed or to be executed by the Borrower in favour of the Lender

Lender means Santander UK plc LIBOR means in relation to the Loan:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the currency or period of that Loan) the rate (rounded upwards to four decimal places) quoted by leading banks to the Lender in the London Interbank Market, as of 11.00 am on the first day of an Interest Period for the offering of deposits in the currency of that Loan and for a period comparable to such Interest Period for that Loan

LIBOR Break Costs means the amount (if any) by which:

(a) the interest (excluding Margin) which the Lender should have received for the period from the date of receipt of all or any part of the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period exceeds:

(b) the amount which the Lender would be able to obtain by placing an amount equal to the
principal amount or Unpaid Sum received by it on deposit with a leading bank in the London Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period,

provided that if the LIBOR Break Costs as calculated above should be a negative figure, that figure shall be a LIBOR Break Gain

Loan means the principal amount of the borrowing by the Borrower made or to be made under the Facility or the principal amount outstanding for the time being of that borrowing

Management Agreement means the management agreement entered into between the Borrower and the Managing Agent in a form and substance satisfactory to the Lender

Managing Agent means a managing agent of the Property or other person having authority to collect the Rental Income in respect of the Property, in each case approved by the Lender (such approval not to be unreasonably withheld, delayed or conditioned)

Mandatory Cost means the cost to the Lender of compliance with the requirements of the Bank of England and/or the Financial Conduct Authority and/or the Prudential Regulation Authority (as applicable) (or, in each case, any other authority which replaces all or any of its functions) or the requirements of the European Central Bank, calculated by the Lender and expressed as a percentage rate per annum

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Margin means 2.7 per cent per annum

Market Value means the market value (as defined in the Statements of Asset Valuation Practice and Guidance Notes issued by the Royal Institution of Chartered Surveyors from time to time)

Material Adverse Effect means, in the opinion of the Lender, a material adverse effect on:

(a) the business, assets or financial condition of the Borrower; and/or

(b) the ability of the Borrower to perform any of its obligations under the Finance Documents to which it is a party; and/or

(c) the value or enforceability of the Security created by the Security Documents

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end

provided that the rules in (a), (b) and (c) above will only apply to the last Month of any period

Net Rental Income means Rental Income less amounts properly deducted by the Managing Agent in accordance with the Management Agreement, in respect of repairs, insurance, management and other professional fees in relation to the Property

Occupational Lease means any agreement for lease or for licence or any occupational lease or licence to which the Property may be subject from time to time

Permitted Security means:

(a) any Security granted in favour of the Lender;

(b) any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by the Borrower;

(c) any netting or set off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(d) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by the Borrower; or

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(e) any Security permitted by the Lender in writing

Property means:

Solar House, Admiral Way, Doxford International Business Park, Sunderland and registered at the Land Registry with title number TY435046; and

1 Grayling Court, Doxford International Business Park, Sunderland and registered at the Land Registrywith title number TY286932

Qualifying Lender means:

(a) the Lender provided that it is (on the date a payment falls due) within the charge to United

Kingdom corporation tax as respects that payment and is the Lender in respect of an advance made by a person that was a bank (as defined in section 879 of the ITA) at the time that advance was made; or

(b) the Lender which is:

(I) a company resident in the United Kingdom for United Kingdom tax purposes;

(ii) a partnership each member of which is:

(A) a company so resident in the United Kingdom; or

(B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which is required to bring into account in computing its chargeable profits (within the meaning of section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of sections 114 and 115 of the Taxes Act;

(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (for the purposes of section 11(2) of the Taxes Act) of that company; or

(c) a building society authorised under the Building Societies Act 1986 and which is entitled to receive interest payable to it under this letter without deduction of tax pursuant to section 880 of the ITA

Quarter means each consecutive three month period ending on an Interest Payment Date save that the first such period shall commence on the Utilisation Date and end on the first Interest Payment Date thereafter

Relevant Jurisdiction means, in relation to the Borrower:

(a) its jurisdiction of incorporation or (in the case of an individual) the jurisdiction in which it is resident

(b) any jurisdiction where any asset subject to or intended to be subject to the Security to be created by it pursuant to the Security Documents is situated

(c) any jurisdiction where it conducts its business and

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(d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it

Relevant Period means:

(a) in respect of each Interest Payment Date occurring in the 12 month period from the Utilisation Date, the period from the Utilisation Date to that Interest Payment Date; and

(b) thereafter, each 12 month period ending on an Interest Payment Date

Rent Account means the account referred to in clause 9.1 and any account which replaces it from time to time with the prior written consent of the Lender

Rental Income means the aggregate of all amounts payable to, or for the benefit or account of, the Borrower in connection with the letting or permitted third party occupation or use of the whole or any part of the Property including each of the following amounts:

(a) rent, licence fees and equivalent amounts paid or payable;

(b) any sum received or receivable from any deposit held as security for performance of a tenant's obligations;

(c) any other moneys paid or payable in respect of occupation and/or usage of the Property and any fixture and fitting on the Property including any fixture or fitting on the Property for display or advertisement, on licence or otherwise;

(d) any sum paid or payable under any policy of insurance in respect of loss of rent or interest on rent;

(e) any sum paid or payable, or the value of any consideration given, for the grant, surrender,
amendment, supplement or extension of any Occupational Lease;

(f) any sum paid or payable in respect of a breach of covenant or dilapidations under any Occupational Lease;

(9) any sum paid or payable by or distribution received or receivable from any guarantor of any occupational tenant under any Occupational Lease;

(h) any Tenant Contributions; and

(i) any interest paid or payable on, and any damages, compensation or settlement paid or payable in respect of, any sum referred to above less any related fees and expenses incurred (which have not been reimbursed by another person) by the Borrower

Repeating Representations means each of the representations in clause 15.1 to clause 15.10 (inclusive)

Reports means the Certificate of Title and the initial Valuation referred to in Schedule 2 (and any other third party reports and assessments referred to in paragraph 4 of Schedule 2

Reservations means:

(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;

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(b) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

(c) the time barring of claims under the Limitation Acts;

(d) the possibility that an undertaking to assume liability for or to indemnify a person against non payment of stamp duty may be void;

(e) defences of set off or counter-claim; and

(f) similar principles and similar matters arising under the laws of any foreign jurisdictions in
which the relevant obligations may have to be performed

Screen Rate means, in relation to LIBOR, the British Bankers' Association Interest Settlement Rate for Sterling and the relevant period displayed on the relevant page of the Reuters screen save that if the agreed page is replaced or the service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

Security Document means the Legal Charge and any other document which confers Security on the Lender or constitutes a guarantee, indemnity or other assurance in favour of the Lender in respect of liabilities of the Borrowerin connection with the Finance Documents and any other document designated as such by the Lender and the Borrower

Shareholdermeans ARC Global Holdco, LLC (registered in the state of Delaware, United States of America)

Sterling and £ means the lawful currency of the United Kingdom

Subordinated Creditor means ARC Global Holdco, LLC (a limited liability company incorporatedthe state of Delaware)

Subordinated Loans means at any time the aggregate of any loans outstanding to the Subordinated Creditor from the Borrower

Subordination Deed means a subordination deed executed or to be executed by the Borrower and theSubordinated Creditor in favour of the Lender in connection with the Facility Letter

Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction

Taxes Act means the Income and Corporation Taxes Act 1988

Tenant Contributions means any amount paid or payable to the Borrower by any tenant under an Occupational Lease or any other occupier of the Property, by way of:

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(a) contribution to:

( ) ground rent;

(ii) insurance premia;

(iii) the cost of an insurance valuation;

(iv) a service or other charge in respect of the Borrower's costs in connection with any management, repair, maintenance or similar obligation or in providing services to a tenant of, or with respect to, the Property; or

(v) a reserve or sinking fund; or

(b) VAT.

Utilisation Date means the date on which the Loan is, or is to be, made

Valuation means a valuation report by the Valuer addressed to the Lender, containing in particular a valuation of the Property on the basis of the market value in accordance with the Statements of Asset Valuation Practice and Guidance Notes issued by the Royal Institution of Chartered Surveyors from time to time

Valuer means Savills or such other surveyor or valuer as may be appointed or approved by the Lender from time to time

VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature which may be imposed from time to time

Construction

1 Any reference in this letter to:

1.1 assets includes present and future property, revenues and rights of every description;

1.2 this letter,a Finance Document or any other agreement or instrument is a reference to this letter, that Finance Document or that other agreement or instrument as the same may have been, or may from time to time be, amended, novated, replaced, restated, supplemented or varied provided that, where the consent of the Lender is required pursuant to any Finance Document or otherwise to such amendment, novation, replacement, restatement, supplement or variation, such consent has been obtained;

1.3 indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

1.4 a guarantee includes any guarantee, indemnity, counter indemnity or other assurance in respect of the indebtedness of any person;

1.5 a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

1.6 a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of the law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

31

1.7 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination;

1.8 a provision of law is a reference to that provision as amended or re-enacted;

1.9 any provision in the CML Lenders' Handbook shall be treated (where and when applicable) as being a reference to the corresponding provision (or provisions) that most nearly corresponds to it in any amendment to or replacement of the CML Lenders' Handbook as at the date of this letter;

1.10 a clause number is to a clause in this letter and a reference to a paragraph number is to a paragraph of the relevant schedule in which that reference appears, unless specified otherwise; and

1.11 the masculine shall include the feminine.

2 Clause and schedule headings are for ease of reference only.

3 A Default is continuing if it has not been remedied or waived.

4 A reference in this letter to any person includes that person's successors and (in the case of the Lender only) its permitted assignees and transferees.

32

Schedule 2

Conditions precedent

1 The Borrower

1.1 A copy of the constitutional documents of the Borrower.

2 Financial Information

2.1 A copy of the most recent financial statements of any material tenant of the Property.

2.2 Evidence and details of funding (if any) in respect of the balance of the purchase price of the Property provided other than under this letter.

2.3 Written confirmation addressed to the Lender from the Borrower's solicitors that they are holding £5,250,000 (being the balance of the purchase price for the Property) and that immediately on utilisation of the Facility they will apply such sum and the Loan immediately in completion of the purchase of the Property.

3 Insurance

Evidence of the extent and level of insurance cover in force (including the extent and level of insurance cover in respect of acts of terrorism), that the insurance accords with the terms of this letter and the Legal Charge and that the Lender is either joint insured or noted on each relevant policy as mortgagee and loss payee.

4 Valuation

The initial Valuation in a form and substance satisfactory to the Lender confirming that:

(a) the maximum amount of the Facility (as shown in clause 1) does not exceed 50% of the Market Value of the Property; and

(b) the Annual Rent for the 12 months immediately following the Utilisation Date is not less than 200% of Annual Interest Costs for such period.

5 Property

5.1 A Certificate of Title in respect of the Property.

5.2 An undertaking from the Borrower's solicitors in relation to the payment of SDLT, the title deeds to the Property, the Occupational Lease and registration of the Security Documents and the form RX1 at the Land Registry.

5.3 A completed Land Registry application form RX1.

5.4 An effective discharge of all Security affecting the Property and all other Security affecting any other assets the subject of the Security Documents.

5.5 If applicable, a copy of the completion statement prepared by the vendor's solicitors.

5.6 in respect of each subsisting Occupational Lease:

(a) a rental authority letter from the vendor of the Property addressed to the tenant(s); and

33

(b) copy rent receipts or other evidence of receipt of rent by the vendor of the Property.

5.7 A copy of all consents (if any) required for the transfer of the Property to the Borrower and the charging of the Property by the Borrower.

5.8 Confirmation from the Valuer that it has received the Certificate of Title and specifying any resulting alteration to the initial Valuation.

5.9 A copy of the Inland Revenue land transaction return in connection with the Property signed by the Borrower.

6 Rent Account

Evidence that the Rent Account has been opened.

7 Finance Documents

7.1 A duly completed notice in accordance with clause 5.

7.2 This letter accepted by the Borrower.

7.3 The Legal Charge executed by the Borrower.

7.4 Hedging arrangements in accordance with clause8.6.

7.5 The Subordination Deed executed by the parties thereto.

8 Managing Agent

8.1 The Management Agreement executed by Moor Park Capital Partners LLP and the Borrower.

8.2 Evidence of the Managing Agent's professional indemnity insurance cover.

8.3 The Duty of Care Deed executed by the Managing Agent, the Lender and the Borrower.

9 Legal opinions

The following legal opinions, each addressed to the Lender a legal opinion of Proskauer Rose LLP, legal advisers to the Lender as to Delaware law in substantially in the form provided to the Lender prior to execution and delivery of this letter.

10 Miscellaneous

10.1 Evidence that Moor Park Capital Partners LLP has accepted its appointment as process agent for the Borrower.

10.2 Evidence that all relevant fees, costs and expenses pursuant to clauses 10and 14.1(a) have been paid or will be paid on the Utilisation Date.

10.3 A copy of any Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.

34

10.4 A copy of the Borrower's VAT registration certificate and evidence that it has elected to waive the exemption in relation to the Property and that that election has been acknowledged by HM Revenue & Customs.

10.5 Such information and documentation as the Lender may require in order to comply with its "know your customer" procedures.

35

Schedule 3

Form of Compliance Certificate

To: Santander UK plc

From: ARC NRSLDUK001, LLC

Dated:

Dear Sirs

ARC NRSLDUK001, LLC — Facility Letter dated ¨ 2013 (Facility Letter)

2 Well refer to the Facility Letter. This is a Compliance Certificate. Terms defined in the Facility Letter have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

3 We/I confirm that:

(a) in respect of the period commencing on ¨ and ending on ¨ (being the most recent Interest Payment Date) Annual Rent is not less than 200 per cent of Annual Interest Costs; and

(b) as at ¨ (being the most recent Interest Payment Date), the Loan is not greater than 60 per cent of the Market Value of the Property.

4 We confirm that no Default is continuing.

Signed:                                                     

Authorised Signatory of
ARC NRSLDUK001, LLC

36

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Nicholas S. Schorsch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Realty Capital Global Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 12th day of November, 2013	/s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chief Executive Officer and Chairman of the Board of Directors
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Brian S. Block, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Realty Capital Global Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 12th day of November, 2013	/s/ Brian S. Block
	Brian S. Block
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of American Realty Capital Global Trust, Inc. (the “Company”), each hereby certify as follows:

The quarterly report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 12th day of November, 2013

/s/ Nicholas S. Schorsch

Nicholas S. Schorsch

Chief Executive Officer and Chairman of the

Board of Directors

(Principal Executive Officer)

/s/ Brian S. Block

Brian S. Block

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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Economic Dependency

9 Months Ended

Sep. 30, 2013

Economic Dependency [Abstract]

Economic Dependency

Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common ownership with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenue:
Rental income	$ 1,221	$ 0	$ 1,463	$ 0
Operating expense reimbursements	11	0	14	0
Total revenues	1,232	0	1,477	0
Expenses:
Property operating	14	0	14	0
Operating fees to affiliate	18	0	23	0
Acquisition and transaction related	3,256	0	4,576	0
General and administrative	19	93	34	157
Depreciation and amortization	684	0	838	0
Total expenses	3,991	93	5,485	157
Operating loss	(2,759)	(93)	(4,008)	(157)
Interest expense	(348)	0	(413)	0
Gains on foreign currency	17	0	35	0
Total other expense	(331)	0	(378)	0
Net loss	(3,090)	(93)	(4,386)	(157)
Other comprehensive income (loss):
Cumulative translation adjustment	1,648	0	1,400	0
Designated derivatives, fair value adjustments	(1,952)	0	(1,502)	0
Comprehensive loss	$ (3,394)	$ (93)	$ (4,488)	$ (157)
Basic and diluted weighted average shares outstanding	7,023,704	22,222	3,430,215	22,222
Basic and diluted net loss per share	$ (0.44)		$ (1.28)

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Revolving Credit Facility

9 Months Ended

Sep. 30, 2013

Revolving Credit Facility [Abstract]

Revolving Credit Facility

Revolving Credit Facility

On July 25, 2013, the Company entered into a credit agreement which allows for total borrowings of up to $50.0 million. The credit facility contains an “accordion feature” to allow the Company, under certain circumstances, to increase the aggregate borrowings under the credit facility to up to $750.0 million through additional commitments.

The Company has the option, based upon its corporate leverage, to have the credit facility priced at either the Alternate Base Rate (as defined below) plus 0.60% to 1.20% or at adjusted LIBOR plus 1.60% to 2.20%. The Alternate Base Rate is defined in the credit agreement as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.5% and (c) the Adjusted LIBOR for a month period on such day plus 1%. Adjusted LIBOR refers to LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. The credit facility requires an unused fee per annum of 0.25% and 0.15%, if the unused balance of the credit facility exceeds or is equal to or less than 50% of the available facility, respectively. As of September 30, 2013, there were no advances under the credit facility or unused borrowing capacity, as there were no borrowing base properties placed under the credit facility.

The credit facility provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each adjusted LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date in July 2016. The credit facility also contains two one-year extension options, subject to certain conditions. The credit facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to prior notice to the lender. In the event of a default, the lender has the right to terminate their obligations under the credit facility and to accelerate the payment on any unpaid principal amount of all outstanding loans.

The credit facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2013, the Company was in compliance with the financial covenants under the credit facility agreement.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value of Financial Instruments [Abstract]

Fair Value, Liabilities Measured on Recurring Basis

The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
September 30, 2013
Foreign currency swaps	$	—	$	(1,795	)	$	—	$	(1,795	)
Interest rate swaps, net	$	—	$	240		$	—	$	240
December 31, 2012
Foreign currency swap	$	—	$	(33	)	$	—	$	(33	)
Interest rate swap	$	—	$	(20	)	$	—	$	(20	)

Fair Value, by Balance Sheet Grouping

The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below.

		Carrying Amount at		Fair Value at		Carrying Amount at		Fair Value at
(In thousands)	Level	September 30, 2013		September 30, 2013		December 31, 2012		December 31, 2012
Mortgage notes payable	3	$	31,644	$	31,637	$	1,228	$	1,228

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Share-Based Compensation

9 Months Ended

Sep. 30, 2013

Share-based Compensation [Abstract]

Share-Based Compensation

Share-Based Compensation

Stock Option Plan

 The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan during the IPO will be $9.00, until the later of the end of the escrow period or the Company's first property acquisition, and thereafter through the termination of the IPO, based on NAV, and thereafter the exercise price for stock options granted to the independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2013 and December 31, 2012, no stock options were issued under the Plan.

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The fair market value of any shares of restricted stock granted under our restricted share plan, together with the total amount of acquisition fees, acquisition expense reimbursements, asset management fees, financing coordination fees, disposition fees and subordinated distributions by the operating partnership payable to the Advisor (or its assignees), shall not exceed (a) 6% of all properties' aggregate gross contract purchase price, (b) as determined annually, the greater, in the aggregate, of 2% of average invested assets and 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period, (c) disposition fees, if any, of up to 3% of the contract sales price of all properties that we sell and (d) 15% of remaining net sales proceeds after return of capital contributions plus payment to investors of a 6% cumulative, pre-tax, non-compounded return on the capital contributed by investors. Additionally, the total number of shares of common stock granted under the RSP shall not exceed 5.0% of the Company's authorized shares of common stock pursuant to the IPO and in any event will not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares.  The following table reflects restricted share award activity for the nine months ended September 30, 2013:

	Number of Restricted Shares		Weighted-Average Issue Price
Unvested, December 31, 2012	9,000		$	9.00
Granted	9,000		9.00
Vested	(1,800	)	9.00
Unvested, September 30, 2013	16,200		$	9.00

The fair value of the restricted shares is being expensed over the vesting period of five years. Compensation expense related to restricted stock was approximately $8,000 and $16,000 during the three and nine months ended September 30, 2013, respectively, and is recorded as general and administrative expense in the accompanying statements of operations. There was $4,000 and $7,000 of compensation expense related to restricted stock during the three and nine months ended September 30, 2012, respectively.

Other Share-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of common stock issued in lieu of cash during the three and nine months ended September 30, 2013 or 2012.

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Derivative and Hedging Activities Schedule of Interest Rate Derivatives (Details) (Cash Flow Hedging [Member], Designated as Hedging Instrument [Member], Swap [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2013 derivative	Dec. 31, 2012 derivative
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Swap [Member]
Derivative [Line Items]
Number of Interest Rate Derivatives Held	6	1
Derivative, Notional Amount	$ 31,644	$ 1,228

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Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2013

Share-based Compensation [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table reflects restricted share award activity for the nine months ended September 30, 2013:

	Number of Restricted Shares		Weighted-Average Issue Price
Unvested, December 31, 2012	9,000		$	9.00
Granted	9,000		9.00
Vested	(1,800	)	9.00
Unvested, September 30, 2013	16,200		$	9.00

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Related Party Transactions and Arrangements (Tables)

9 Months Ended

Sep. 30, 2013

Related Party Transactions and Arrangements [Abstract]

Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate

The following table details total selling commissions and dealer manager fees incurred from and payable to the Dealer Manager related to the sale of common stock as of and for the periods presented:

	Three Months Ended				Nine Months Ended				Payable as of
	September 30,				September 30,				September 30,		December 31,
(In thousands)	2013		2012		2013		2012		2013		2012
Total commissions and fees from Dealer Manager	$	3,186	$	—	$	7,807	$	—	$	35	$	—

Schedule Of Offering Costs Reimbursements to Related Party

The following table details fees and offering cost reimbursements incurred from and payable to the Advisor and Dealer Manager related to the sale of common stock as of and for the periods presented:

	Three Months Ended				Nine Months Ended				Payable as of
	September 30,				September 30,				September 30,		December 31,
(In thousands)	2013		2012		2013		2012		2013		2012
Fees and expense reimbursements from the Advisor and Dealer Manager	$	488	$	221	$	998	$	710	$	108	$	930

Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services

The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented:

	Three Months Ended September 30,								Nine Months Ended September 30,								Payable as of
	2013				2012				2013				2012				September 30,		December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		2013		2012
One-time fees and reimbursements:
Acquisition fees and related cost reimbursements	$	958	$	—	$	—	$	—	$	1,253	$	—	$	—	$	—	$	256	$	—
Financing coordination fees	524		—		—		—		593		—		—		—		80		—
Ongoing fees:
Property management and leasing fees	18		5		—		—		23		6		—		—		6		1
Strategic advisory fees	107		—		—		—		251		—		—		—		—		—
Distributions on Class B Units	1		—		—		—		1		—		—		—		—		—
Total related party operational fees and reimbursements	$	1,608	$	5	$	—	$	—	$	2,121	$	6	$	—	$	—	$	342	$	1

Schedule of General and Administrative Expenses Absorbed by Affiliate

The following table details property operating and general and administrative expenses absorbed by the Advisor during the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2013		2012		2013		2012
Property operating expenses absorbed	$	—	$	—	$	4	$	—
General and administrative expenses absorbed	357		—		833		—
Total expenses absorbed (1)	$	357	$	—	$	837	$	—

____________________________

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Net Loss Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (3,090)	$ (93)	$ (4,386)	$ (157)
Basic and diluted weighted average shares outstanding	7,023,704	22,222	3,430,215	22,222
Basic and diluted net loss per share	$ (0.44)		$ (1.28)
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			21,440	9,022
Unvested restricted stock
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			16,200	9,000
OP Units
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			22	22
Class B units
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			5,218	0

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Mortgage Note Payable (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Mortgage notes payable	$ 31,644	$ 1,228
Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered	7
Mortgage notes payable	31,644	1,228
Weighted Average Effective Interest Rate	4.10%
October 1, 2013 — December 31, 2013	0
2014	0
2015	0
2016	0
2017	1,227
Thereafter	30,417
McDonald's | Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered		1
Mortgage notes payable	1,227	1,228
Effective Interest Rate		4.10%	[1]
Wickes Building Supplies I | Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered		1
Mortgage notes payable	3,141	0
Effective Interest Rate		3.70%	[1]
Everything Everywhere | Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered		1
Mortgage notes payable	6,456	0
Effective Interest Rate		4.00%	[1]
Thames Water Utilities Limited | Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered		1
Mortgage notes payable	9,684	0
Effective Interest Rate		4.10%	[1]
Wickes Building Supplies II | Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered		1
Mortgage notes payable	2,663	0
Effective Interest Rate		4.20%	[1]
Northern Rock (Asset Management) PLC | Mortgages [Member]
Debt Instrument [Line Items]
Number of Real Estate Properties, Encumbered		2
Mortgage notes payable	$ 8,473	$ 0
Effective Interest Rate		4.40%	[1]

[1] Fixed as a result of entering into a swap agreement.

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Derivative and Hedging Activities Schedule of Derivatives in Statement of Financial Position (Details) (Swap [Member], Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Interest Rate Swap [Member] | Derivative Financial Instruments, Assets [Member]
Derivatives, Fair Value [Line Items]
Interest Rate Derivative Assets, at Fair Value	$ 310	$ 0
Interest Rate Swap [Member] | Derivative Financial Instruments, Liabilities [Member]
Derivatives, Fair Value [Line Items]
Interest Rate Derivative Liabilities, at Fair Value	(70)	(20)
Currency Swap [Member] | Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Derivative Liabilities at Fair Value	$ (1,795)	$ (33)

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Real Estate Investments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended			12 Months Ended		27 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 property		Sep. 30, 2012	Dec. 31, 2012 property		Sep. 30, 2013 property
Real estate investments, at cost:
Land			$ 18,071
Buildings, fixtures and improvements			37,516
Total tangible assets			55,587
Acquired intangibles:
Total assets acquired, net			83,530
Mortgage notes payable used to acquire real estate investments			(30,416)
Cash paid for acquired real estate investments			53,114
Number of properties purchased			8
Number of Properties			8			1		9
Base Purchase Price			80,730	[1]		2,566	[1]	83,296	[1]
Acquisition and transaction related	3,256	0	4,576		0
Pro forma revenues			6,502		6,367
Pro forma net income (loss)			503		(4,543)
October 1, 2013 — December 31, 2013	1,966		1,966					1,966
2014	7,868		7,868					7,868
2015	7,906		7,906					7,906
2016	7,945		7,945					7,945
2017	8,083		8,083					8,083
Thereafter	54,582		54,582					54,582
Total	88,350		88,350					88,350
Thames Water Utilities Limited
Acquired intangibles:
Entity-Wide Revenue, Major Customer, Percentage			24.20%
Northern Rock (Asset Management) PLC
Acquired intangibles:
Entity-Wide Revenue, Major Customer, Percentage			18.20%
Kulicke and Soffa Industries, Inc.
Acquired intangibles:
Entity-Wide Revenue, Major Customer, Percentage			17.00%
Everything Everywhere Limited
Acquired intangibles:
Entity-Wide Revenue, Major Customer, Percentage			14.80%
Wickes Building Supplies Limited
Acquired intangibles:
Entity-Wide Revenue, Major Customer, Percentage			11.70%
PPD Global Central Labs, LLC
Acquired intangibles:
Entity-Wide Revenue, Major Customer, Percentage			11.30%
Leases, Acquired-in-Place [Member]
Acquired intangibles:
Acquired intangible assets (liabilities):			30,624
Above Market Leases [Member]
Acquired intangibles:
Acquired intangible assets (liabilities):			1,223
Below Market Lease [Member]
Acquired intangibles:
Acquired intangible assets (liabilities):			$ (3,904)

[1] Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

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Common Stock (Narrative)(Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	9 Months Ended		18 Months Ended	27 Months Ended
	Oct. 05, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013 Common Stock [Member]	Oct. 05, 2012 Common Stock [Member]	Apr. 20, 2012 Common Stock [Member]
Class of Stock [Line Items]
Common stock, outstanding		8,810,661		256,500	8,810,661
Proceeds from issuance of common stock		$ 83,028	$ 0	$ 2,200	$ 86,250
Common Stock, Dividends, Per Share Per Day, Declared	$ 0.0019452055
Share Price						$ 10.00	$ 10.00	$ 10.00

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Derivative and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

As of September 30, 2013 and December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as a cash flow hedges of interest rate risk:

	September 30, 2013			December 31, 2012
Derivatives	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Interest rate swaps	6	$	31,644	1	$	1,228

Schedule of Derivative Instruments

As of September 30, 2013 and December 31, 2012, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

	September 30, 2013			December 31, 2012
Derivatives	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Foreign currency swaps (1)	6	$	31,773	1	$	1,357

____________________________________

(1) Payments and obligations pursuant to these foreign currency swap agreements are guaranteed by AR Capital, LLC, the entity that wholly owns the Sponsor.

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheets:

(In thousands)	Balance Sheet Location	September 30, 2013			December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative assets, at fair value	$	310		$	—
Interest rate swap	Derivative liabilities, at fair value	$	(70	)	$	(20	)
Foreign currency swaps	Derivative liabilities, at fair value	$	(1,795	)	$	(33	)

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2013. The Company did not have any interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2012.

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2013			September 30, 2013
Amount of loss recognized in accumulated other comprehensive income from derivatives (effective portion)	$	(1,993	)	$	(1,553	)
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)	$	(41	)	$	(51	)
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing)	$	—		$	—

Offsetting Assets

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2013 and December 31, 2012. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets.

											Gross Amounts Not Offset on the Balance Sheet
Derivatives  (In thousands)	Gross Amounts of Recognized Assets		Gross Amounts of Recognized (Liabilities)			Gross Amounts Offset on the Balance Sheet		Net Amounts of Assets (Liabilities) presented on the Balance Sheet			Financial Instruments		Cash Collateral Received (Posted)		Net Amount
September 30, 2013	$	310	$	(1,865	)	$	—	$	(1,555	)	$	—	$	—	$	(1,555	)
December 31, 2012	$	—	$	(53	)	$	—	$	(53	)	$	—	$	—	$	(53	)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net loss	$ (4,386,000)	$ (157,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	331,000	0
Amortization of intangibles	507,000	0
Amortization of deferred financing costs	105,000	0
Accretion of below-market lease liability and amortization of above-market lease assets, net	21,000	0
Share-based compensation	16,000	7,000
Changes in assets and liabilities:
Prepaid expenses and other assets	(737,000)	(67,000)
Accounts payable and accrued expenses	861,000	(8,000)
Deferred rent	883,000	0
Net cash used in operating activities	(2,399,000)	(225,000)
Cash flows from investing activities:
Investment in real estate and other assets	(53,114,000)
Deposits for real estate acquisitions	(500,000)	0
Net cash used in investing activities	(53,614,000)	0
Cash flows from financing activities:
Proceeds from issuance of common stock	83,028,000	0
Payments of offering costs	(10,859,000)	(416,000)
Payments of deferred financing costs	(1,837,000)	0
Distributions paid	(830,000)	0
Advances from affiliates, net	(595,000)	641,000
Net cash provided by financing activities	68,907,000	225,000
Net change in cash and cash equivalents	12,894,000	0
Effect of exchange rate changes on cash	1,427,000	0
Cash and cash equivalents, beginning of period	262,000	0
Cash and cash equivalents, end of period	14,583,000	0
Supplemental Disclosures:
Cash paid for interest	99,000	0
Non-Cash Financing Activities:
Mortgage note payable used to acquire investments in real estate	30,416,000
Common stock issued through distribution reinvestment plan	$ 546,000	$ 0

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results for the entire year or any subsequent interim period.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2012, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2013. There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2013 other than the updates described below.

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In March 2013, the FASB issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

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Mortgage Note Payable

9 Months Ended

Sep. 30, 2013

Mortgage Note Payable [Abstract]

Mortgage Notes Payable

Mortgage Notes Payable

The Company's mortgage notes payable as of September 30, 2013 and December 31, 2012 consisted of the following:

	Encumbered Properties	Outstanding Loan Amount				Effective Interest Rate		Interest Rate
Portfolio		September 30, 2013		December 31, 2012					Maturity
		(In thousands)		(In thousands)
McDonald's	1	$	1,227	$	1,228	4.1%	(1)	Fixed	Oct. 2017
Wickes Building Supplies I	1	3,141		—		3.7%	(1)	Fixed	May 2018
Everything Everywhere	1	6,456		—		4.0%	(1)	Fixed	Jun. 2018
Thames Water	1	9,684		—		4.1%	(1)	Fixed	Jul. 2018
Wickes Building Supplies II	1	2,663		—		4.2%	(1)	Fixed	Jul. 2018
Northern Rock	2	8,473		—		4.4%	(1)	Fixed	Sep. 2018
Total	7	$	31,644	$	1,228	4.1%

____________________

(1) Fixed as a result of entering into a swap agreement.

The following table summarizes the scheduled aggregate principal payments on the mortgage notes payable subsequent to September 30, 2013 and thereafter:

(In thousands)	Future Principal Payments
October 1, 2013 — December 31, 2013	$	—
2014	—
2015	—
2016	—
2017	1,227
Thereafter	30,417
	$	31,644

Some of the Company's mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios.  As of September 30, 2013 and December 31, 2012, the Company was in compliance with financial covenants under its mortgage notes payable agreements.

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Real Estate Investments

9 Months Ended

Sep. 30, 2013

Real Estate [Abstract]

Real Estate Investments

Real Estate Investments

The following table presents the allocation of the assets acquired during the nine months ended September 30, 2013. There were no assets acquired during the nine months ended September 30, 2012.

	Nine Months Ended
(Dollar amounts in thousands)	September 30, 2013
Real estate investments, at cost:
Land	$	18,071
Buildings, fixtures and improvements	37,516
Total tangible assets	55,587
Acquired intangibles:
In-place leases	30,624
Above market lease asset	1,223
Below market lease liability	(3,904		)
Total assets acquired, net	83,530
Mortgage notes payable used to acquire real estate investments	(30,416		)
Cash paid for acquired real estate investments	$	53,114
Number of properties purchased	8

The following table reflects the number and related base purchase prices of properties acquired during the year ended December 31, 2012 and the nine months ended September 30, 2013:

	Number of Properties	Base Purchase Price(1)
		(In thousands)
Year ended December 31, 2012	1	$	2,566
Nine Months ended September 30, 2013	8	80,730
Portfolio as of September 30, 2013	9	$	83,296

____________________

(1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

The following table presents unaudited pro forma information as if the acquisitions during the nine months ended September 30, 2013, had been consummated on January 1, 2012. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expenses of $4.6 million from the nine months ended September 30, 2013 to the nine months ended September 30, 2012.

	Nine Months Ended September 30,
(In thousands)	2013		2012
Pro forma revenues	$	6,502	$	6,367
Pro forma net income (loss)	$	503	$	(4,543	)

The following presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of September 30, 2013. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indices among other items.

(In thousands)	Future Minimum Base Rent Payments
October 1, 2013 — December 31, 2013	$	1,966
2014	7,868
2015	7,906
2016	7,945
2017	8,083
Thereafter	54,582
	$	88,350

The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all properties on a straight-line basis as of September 30, 2013. The Company did not own any properties at September 30, 2012. 

	September 30,
Tenant	2013
Thames Water Utilities Limited	24.2	%
Northern Rock (Asset Management) PLC	18.2	%
Kulicke and Soffa Industries, Inc.	17.0	%
Everything Everywhere Limited	14.8	%
Wickes Building Supplies Limited	11.7	%
PPD Global Central Labs, LLC	11.3	%

The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues.

The following table lists the states and countries where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2013. The Company did not own any properties at September 30, 2012. 

	September 30,
State or Country	2013
United Kingdom	71.7	%
Pennsylvania	17.0	%
Kentucky	11.3	%

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Derivative and Hedging Activities Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance (Details) (Interest Rate Swap [Member], Cash Flow Hedging [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Amount of loss recognized in accumulated other comprehensive income from derivatives (effective portion)	$ (1,993)	$ (1,553)
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing)	0	0
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)	$ (41)	$ (51)

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Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net loss (in thousands)	$	(3,090	)	$	(93	)	$	(4,386	)	$	(157	)
Basic and diluted weighted average shares outstanding	7,023,704			22,222			3,430,215			22,222
Basic and diluted net loss per share	$	(0.44	)	NM			$	(1.28	)		NM

__________________________

NM - not meaningful

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company had the following common share equivalents as of September 30, 2013 and 2012, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive:

	September 30,
	2013	2012
Unvested restricted stock	16,200	9,000
OP Units	22	22
Class B units	5,218	—
Total common share equivalents	21,440	9,022

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Real Estate Investments Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details)	9 Months Ended
	Sep. 30, 2013
United Kingdom
Entity Wide Revenue, Major State, Percentage	71.70%
Pennsylvania
Entity Wide Revenue, Major State, Percentage	17.00%
Kentucky
Entity Wide Revenue, Major State, Percentage	11.30%

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Derivative and Hedging Activities (Details) (Cash Flow Hedging [Member], Interest Expense [Member], Interest Rate Swap [Member], Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Cash Flow Hedging [Member] | Interest Expense [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer	12 months
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred	$ 0.3

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Share-Based Compensation (Details) (USD $)	3 Months Ended	9 Months Ended			9 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Stock Option Plan [Member] Stock Options [Member]	Sep. 30, 2013 Director Stock Plan [Member] Unvested restricted stock	Sep. 30, 2013 Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Restricted Share Plan [Member] Unvested restricted stock	Dec. 31, 2012 Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Contract Purchase Price [Member] Maximum [Member] Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Average Invested Assets [Member] Maximum [Member] Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets [Member] Maximum [Member] Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Disposition Fees [Member] Maximum [Member] Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return [Member] Maximum [Member] Restricted Share Plan [Member] Unvested restricted stock	Sep. 30, 2013 Pre-tax Non-compounded Return on Capital Contribution [Member] Maximum [Member] Restricted Share Plan [Member] Unvested restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price				$ 9.00
Number of shares authorized, in shares				500,000		7,500,000	7,500,000
Shares granted automatically upon election to board of directors, in shares						3,000	3,000
Periodic vesting percentage						20.00%	20.00%
Fair Value of Restricted Share Grants									6.00%	2.00%	25.00%	3.00%	15.00%	6.00%
Maximum authorized amount as a percentage of shares authorized							5.00%
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number						16,200	16,200	9,000
Fair value at grant date						$ 9.00	$ 9.00	$ 9.00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period							9,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value							$ 9.00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period							(1,800)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value							$ 9.00
Restricted share vesting period					5 years
Share-based compensation	$ 4,000	$ 16,000	$ 7,000			$ 8,000	$ 16,000

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	50,000,000	50,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	300,000,000	300,000,000
Common stock, issued	8,810,661	256,500
Common stock, outstanding	8,810,661	256,500

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Common Stock

9 Months Ended

Sep. 30, 2013

Stockholders' Equity Note [Abstract]

Common Stock

Common Stock

The Company had 8.8 million and 0.3 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP, and had received total proceeds of $86.3 million and $2.2 million as of September 30, 2013 and December 31, 2012, respectively.

On October 5, 2012, the Company's board of directors authorized and the Company declared, a distribution, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.0019452055 per day based on $10.00 price per share of common stock. The distributions began to accrue on November 28, 2012, 30 days following the Company's initial property acquisition. The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.

The Company has a Share Repurchase Program that enables stockholders to sell their shares to the Company. As of September 30, 2013, no shares of common stock had been repurchased or requested to be repurchased. The Company funds repurchases from proceeds from the sale of common stock.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) In Thousands, except Share data	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning Balance at Dec. 31, 2012	$ (796)	$ 3	$ (311)	$ (43)	$ (445)
Beginning Balance (in shares) at Dec. 31, 2012		256,500
Issuance of common stock (in shares)		8,487,717
Issuance of common stock	83,457	84	83,373
Common stock offering costs, commissions and dealer manager fees	(9,606)		(9,606)
Common stock issued through distribution reinvestment plan (in shares)		57,444
Common stock issued through distribution reinvestment plan	546	1	545
Share-based compensation (in shares)		9,000
Share-based compensation	16		16
Distributions declared	(1,853)				(1,853)
Net loss	(4,386)				(4,386)
Other comprehensive income	(102)			(102)
Ending Balance at Sep. 30, 2013	$ 67,276	$ 88	$ 74,017	$ (145)	$ (6,684)
Ending Balance (in shares) at Sep. 30, 2013		8,810,661

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Real estate investments, at cost:
Land	$ 18,590	$ 519
Buildings, fixtures and improvements	38,726	1,210
Acquired intangible lease assets	32,703	856
Total real estate investments, at cost	90,019	2,585
Less accumulated depreciation and amortization	(948)	(30)
Total real estate investments, net	89,071	2,555
Cash and cash equivalents	14,583	262
Derivatives, at fair value	310	0
Receivable for sale of common stock	429	0
Prepaid expenses and other assets	1,313	76
Deferred offering costs, net	1,772	40
Total assets	107,478	2,933
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Mortgage notes payable	31,644	1,228
Below-market lease liability, net	3,872	0
Derivatives, at fair value	1,865	53
Accounts payable and accrued expenses	1,446	2,433
Deferred rent	883	0
Distributions payable	492	15
Total liabilities	40,202	3,729
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at September 30, 2013 and December 31, 2012	0	0
Common stock, $0.01 par value, 300,000,000 shares authorized, 8,810,661 and 256,500 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	88	3
Additional paid-in capital	74,017	(311)
Accumulated other comprehensive loss	(145)	(43)
Accumulated deficit	(6,684)	(445)
Total stockholders' equity (deficit)	67,276	(796)
Total liabilities and stockholders' equity (deficit)	$ 107,478	$ 2,933

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Subsequent Events Table (Tables)

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Schedule of Subsequent Events

The following table presents certain information about the properties that the Company acquired from October, 1 2013 to November 8, 2013:

	Number of Properties	Rentable Square Feet	Base Purchase Price (1)
			(In thousands)
Total portfolio, September 30, 2013	9	458,523	$	83,296
Acquisitions	1	28,500	6,067
Total portfolio, November 8, 2013	10	487,023	$	89,363

________________________

(1)    Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase

Total capital raised to date, including shares issued under the DRIP, is as follows:

Source of Capital (in thousands)	Inception to September 30, 2013		October 1, 2013 to October 31, 2013		Total
Common stock	$	86,250	$	13,065	$	99,315

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Mortgage Note Payable (Tables)

9 Months Ended

Sep. 30, 2013

Mortgage Note Payable [Abstract]

Schedule of Long-term Debt Instruments

The Company's mortgage notes payable as of September 30, 2013 and December 31, 2012 consisted of the following:

	Encumbered Properties	Outstanding Loan Amount				Effective Interest Rate		Interest Rate
Portfolio		September 30, 2013		December 31, 2012					Maturity
		(In thousands)		(In thousands)
McDonald's	1	$	1,227	$	1,228	4.1%	(1)	Fixed	Oct. 2017
Wickes Building Supplies I	1	3,141		—		3.7%	(1)	Fixed	May 2018
Everything Everywhere	1	6,456		—		4.0%	(1)	Fixed	Jun. 2018
Thames Water	1	9,684		—		4.1%	(1)	Fixed	Jul. 2018
Wickes Building Supplies II	1	2,663		—		4.2%	(1)	Fixed	Jul. 2018
Northern Rock	2	8,473		—		4.4%	(1)	Fixed	Sep. 2018
Total	7	$	31,644	$	1,228	4.1%

____________________

(1) Fixed as a result of entering into a swap agreement.

Schedule of Maturities of Long-term Debt

The following table summarizes the scheduled aggregate principal payments on the mortgage notes payable subsequent to September 30, 2013 and thereafter:

(In thousands)	Future Principal Payments
October 1, 2013 — December 31, 2013	$	—
2014	—
2015	—
2016	—
2017	1,227
Thereafter	30,417
	$	31,644

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Related Party Transactions and Arrangements (Details) (USD $)	27 Months Ended			3 Months Ended		9 Months Ended			9 Months Ended		3 Months Ended	9 Months Ended										3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended																27 Months Ended							9 Months Ended									3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Special Limited Partner [Member]	Dec. 31, 2012 Special Limited Partner [Member]	Sep. 30, 2013 Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2012 Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2012 Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Maximum [Member]	Sep. 30, 2013 Monthly Average Daily Net Asset Value [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Gross Proceeds, Retail Shares [Member] Maximum [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Contract Purchase Price [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Contract Purchase Price [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Contract Purchase Price [Member] Advisor [Member] American Realty Capital Global Special Limited Partner, LLC [Member]	Sep. 30, 2013 Contract Purchase Price [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Advance on Loan or Other Investment [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Amount Available or Outstanding Under Financing Arrangement [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Gross Revenue, Managed Properties [Member] Maximum [Member] Property Manager [Member] American Realty Capital Global Properties, LLC [Member]	Sep. 30, 2013 Pre-tax Non-compounded Return on Capital Contribution [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Pre-tax Non-compounded Return on Capital Contribution [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Sales Commissions and Dealer Manager Fees [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2012 Sales Commissions and Dealer Manager Fees [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Sales Commissions and Dealer Manager Fees [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2012 Sales Commissions and Dealer Manager Fees [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Dec. 31, 2012 Sales Commissions and Dealer Manager Fees [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Property operating expenses absorbed [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2012 Property operating expenses absorbed [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Property operating expenses absorbed [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2012 Property operating expenses absorbed [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Fees and Expense Reimbursement,Stock Offering [Member] Advisor and Dealer Manager [Member] American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC [Member]	Sep. 30, 2012 Fees and Expense Reimbursement,Stock Offering [Member] Advisor and Dealer Manager [Member] American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Fees and Expense Reimbursement,Stock Offering [Member] Advisor and Dealer Manager [Member] American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC [Member]	Sep. 30, 2012 Fees and Expense Reimbursement,Stock Offering [Member] Advisor and Dealer Manager [Member] American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC [Member]	Dec. 31, 2012 Fees and Expense Reimbursement,Stock Offering [Member] Advisor and Dealer Manager [Member] American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Absorbed General and Administrative Expenses [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2012 Absorbed General and Administrative Expenses [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Absorbed General and Administrative Expenses [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2012 Absorbed General and Administrative Expenses [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Dec. 31, 2012 Absorbed General and Administrative Expenses [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Brokerage Commission Fees [Member] Contract Sales Price [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Real Estate Commissions [Member] Contract Sales Price [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Third party professional fees and offering costs [Member]	Dec. 31, 2012 Third party professional fees and offering costs [Member]	Sep. 30, 2013 Portion recoverable by thrid party service provider [Member] Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Portion recoverable by thrid party service provider [Member] Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Option One [Member] Gross Proceeds, Retail Shares [Member] Maximum [Member] Participating Broker-Dealer [Member]	Sep. 30, 2013 Option One [Member] Gross Proceeds, Retail Shares [Member] Maximum [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Option Two [Member] Gross Proceeds, Retail Shares [Member] Dealer Manager [Member] Realty Capital Securities, LLC [Member]	Sep. 30, 2013 Greater Of [Member] Average Invested Assets [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Greater Of [Member] Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Stand Alone, Single Tenant, Net Leased [Member] Gross Revenue, Managed Properties [Member] Maximum [Member] Property Manager [Member] American Realty Capital Global Properties, LLC [Member]	Sep. 30, 2013 All other properties, other than stand alone, single tenant, net leased [Member] Gross Revenue, Managed Properties [Member] Maximum [Member] Property Manager [Member] American Realty Capital Global Properties, LLC [Member]	Sep. 30, 2013 Europe [Member] Unaffiliated Third Party Property Management Services [Member] Maximum [Member]	Sep. 30, 2013 Europe [Member] Unaffiliated Third Party Property Management Services [Member] Contract Purchase Price [Member]	Sep. 30, 2013 Europe [Member] Unaffiliated Third Party Property Management Services [Member] Amount Available or Outstanding Under Financing Arrangement [Member]	Sep. 30, 2013 Europe [Member] Unaffiliated Third Party Property Management Services [Member] Pre-tax Non-compounded Return on Capital Contribution [Member]	Sep. 30, 2013 Europe [Member] Portion of Fees Attributable to Related Party [Member] Contract Purchase Price [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Europe [Member] Portion of Fees Attributable to Related Party [Member] Amount Available or Outstanding Under Financing Arrangement [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Europe [Member] Portion of Fees Attributable to Related Party [Member] Pre-tax Non-compounded Return on Capital Contribution [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Gross Revenue, Managed Properties [Member] Europe [Member] Unaffiliated Third Party Property Management Services [Member] Stand Alone, Single Tenant, Net Leased [Member]	Sep. 30, 2013 Gross Revenue, Managed Properties [Member] Europe [Member] Unaffiliated Third Party Property Management Services [Member] All other properties, other than stand alone, single tenant, net leased [Member]	Sep. 30, 2013 Gross Revenue, Managed Properties [Member] Europe [Member] Unaffiliated Third Party Property Management Services [Member] Singe Tenant Net Lease, Not Part of Shopping Center [Member]	Sep. 30, 2013 Gross Revenue, Managed Properties [Member] Europe [Member] Unaffiliated Third Party Property Management Services [Member] All Other Property Types, Other Than Stand Alone, Single Tenant, Net Leased and Not Part of Shopping Center [Member]	Sep. 30, 2013 Subsequent Event [Member] Annual Targeted Investor Return [Member] Pre-tax Non-compounded Return on Capital Contribution [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]	Sep. 30, 2013 Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Dec. 31, 2012 Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2013 Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Dec. 31, 2012 Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2013 Forgiven [Member]	Sep. 30, 2012 Forgiven [Member]	Sep. 30, 2013 Forgiven [Member]	Sep. 30, 2012 Forgiven [Member]	Sep. 30, 2013 Forgiven [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2012 Forgiven [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2013 Forgiven [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2012 Forgiven [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2013 Forgiven [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2012 Forgiven [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2013 Forgiven [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2012 Forgiven [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2013 Forgiven [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2012 Forgiven [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2013 Forgiven [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2012 Forgiven [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2013 Forgiven [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2012 Forgiven [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2013 Forgiven [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2012 Forgiven [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2013 Forgiven [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2012 Forgiven [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2013 Forgiven [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2012 Forgiven [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2013 Incurred [Member]	Sep. 30, 2012 Incurred [Member]	Sep. 30, 2013 Incurred [Member]	Sep. 30, 2012 Incurred [Member]	Sep. 30, 2013 Incurred [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2012 Incurred [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2013 Incurred [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2012 Incurred [Member] Nonrecurring Fees [Member] Acquisition and Related Expenses [Member]	Sep. 30, 2013 Incurred [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2012 Incurred [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2013 Incurred [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2012 Incurred [Member] Nonrecurring Fees [Member] Financing Coordination Fees [Member]	Sep. 30, 2013 Incurred [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2012 Incurred [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2013 Incurred [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2012 Incurred [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2013 Incurred [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2012 Incurred [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2013 Incurred [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2012 Incurred [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2013 Incurred [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2012 Incurred [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2013 Incurred [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2012 Incurred [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2013 Payable [Member]	Dec. 31, 2012 Payable [Member]	Sep. 30, 2013 Payable [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Dec. 31, 2012 Payable [Member] Recurring Fees [Member] Property Management and Leasing Fees [Member]	Sep. 30, 2013 Payable [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Dec. 31, 2012 Payable [Member] Recurring Fees [Member] Strategic advisory fees [Member]	Sep. 30, 2013 Payable [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Dec. 31, 2012 Payable [Member] Recurring Fees [Member] Distributions On Class B Units [Member]	Sep. 30, 2013 Greater Of [Member] Brokerage Commission Fees [Member] Contract Sales Price [Member] Maximum [Member] Advisor [Member] American Realty Capital Global Advisors, LLC [Member]
Related Party Transaction [Line Items]
Operating Partnership Units Held By Related Party		244,444	244,444
Due to Affiliate																						$ 35,000		$ 35,000		$ 0					$ 108,000		$ 108,000		$ 930,000								$ 400,000	$ 1,000,000																						$ 256,000	$ 0	$ 80,000	$ 0																																																	$ 342,000	$ 1,000	$ 6,000	$ 1,000	$ 0	$ 0	$ 0	$ 0
Sales commissions as a percentage of benchmark										7.00%																																						3.00%	2.50%
Brokerage fee as a percentage of benchmark																																															7.50%
Brokerage fees as a percentage of benchmark, initial grant																																															2.50%
Brokerage fees as a percentage of benchmark, periodic payment																																															1.00%
Related Party Transaction, Expenses from Transactions with Related Party																						3,186,000	0	7,807,000	0						488,000	221,000	998,000	710,000																																				5,000	0	6,000	0	0	0	0	0	0	0	0	0	5,000	0	6,000	0	0	0	0	0	0	0	0	0	1,608,000	0	2,121,000	0	958,000	0	1,253,000	0	524,000	0	593,000	0	18,000	0	23,000	0	107,000	0	251,000	0	1,000	0	1,000	0
Liability for offering and related costs from IPO								1.50%
Aggregate costs borne by related party				3,100,000		3,100,000
Cumulative offering cost cap								15.00%
Cumulative offering costs, net of unpaid amounts	12,200,000
Acquisition fees as a percentage of benchmark											1.00%	1.00%																																											50.00%			50.00%
Financing advance fees as a percentage of benchmark															1.00%
Financing advance fees as a percentage of benchmark, expected third party costs											0.50%	0.50%
Acquisition and financing coordination fees as a percentage of benchmark														4.50%		0.75%																																								50.00%			50.00%
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark											4.50%	4.50%
Related Party Transaction, Monthly Advisory Fees Earned by Related Party, Percentage of Benchmark									0.0625%
Cumulative capital investment return to investors as a percentage of benchmark																																																																	6.00%
Related Party Transaction, Quarterly Asset Management Fee Earned By Related Party, Percentage of Benchmark													0.1875%
Unearned Class B Units, in Lieu of Asset Management Fees Paid in Cash											4,646	5,218
Oversight fees as a percentage of benchmark																	1.00%																																			2.00%	4.00%
Property Management Fee, Percent Fee																																																						50.00%							0.25%	0.50%	1.75%	3.50%
Operating expenses as a percentage of benchmark																																																		2.00%	25.00%
Subordinated performance fee as a percentage of benchmark																		15.00%	10.00%		15.00%																									50.00%											50.00%			50.00%
Related Party Transaction, Amounts of Transaction				357,000	0	837,000	0																				0	0	4,000	0						357,000	0	833,000	0
Due from Affiliates																																				$ 700,000		$ 700,000		$ 100,000
Real estate commissions as a percentage of benchmark																																									2.00%	6.00%																																																																																				50.00%
Subordinated participation fees as a percentage of benchmark																				15.00%																									50.00%

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Derivative and Hedging Activities Schedule of Foreign Currency Derivatives (Details) (Swap [Member], Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2013 derivative		Dec. 31, 2012 derivative
Cash Flow Hedging [Member]
Schedule of Foreign Currency Swaps [Line Items]
Number of Interest Rate Derivatives Held	6	[1]	1	[1]
Derivative, Notional Amount	$ 31,644		$ 1,228
Currency Swap [Member]
Schedule of Foreign Currency Swaps [Line Items]
Derivative, Notional Amount	$ 31,773	[1]	$ 1,357	[1]

[1] Payments and obligations pursuant to these foreign currency swap agreements are guaranteed by AR Capital, LLC, the entity that wholly owns the Sponsor.

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Fair Value of Financial Instruments Fair Value Measurement, Recurring and Nonrecurring (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, at fair value	$ 1,555	$ 53
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, at fair value	0	0
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, at fair value	240	(20)
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, at fair value	0	0
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, at fair value	240	(20)
Currency Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	0
Foreign Currency Contracts, Liability, Fair Value Disclosure		0
Currency Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	(1,795)
Foreign Currency Contracts, Liability, Fair Value Disclosure		(33)
Currency Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	0
Foreign Currency Contracts, Liability, Fair Value Disclosure		0
Currency Swap [Member] | Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	(1,795)
Foreign Currency Contracts, Liability, Fair Value Disclosure		$ (33)

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Fair Value of Financial Instruments Fair Value by Balance Sheet Grouping (Details) (Fair Value, Inputs, Level 3 [Member], Mortgages [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Instrument, Fair Value Disclosure	$ 31,644	$ 1,228
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Instrument, Fair Value Disclosure	$ 31,637	$ 1,228

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Derivative and Hedging Activities

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. In addition, certain of the Company's foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company's cash receipts and payments in terms of the Company's functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar.

The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate or foreign currency risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company may use interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives have been used to hedge the variable cash flows with forecasted variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2013 and 2012, the Company recorded no hedge ineffectiveness in earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $0.3 million will be reclassified from other comprehensive income as an increase to interest expense.

As of September 30, 2013 and December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as a cash flow hedges of interest rate risk:

	September 30, 2013			December 31, 2012
Derivatives	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Interest rate swaps	6	$	31,644	1	$	1,228

Net Investment Hedges

The Company is exposed to fluctuations in foreign exchange rates on property investments it holds in foreign countries which pay rental income, property related expenses and hold debt instruments in foreign currencies. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable currency exchange rate for delivery of a specified amount of foreign currency on specified dates.

For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated.

As of September 30, 2013 and December 31, 2012, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

	September 30, 2013			December 31, 2012
Derivatives	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Foreign currency swaps (1)	6	$	31,773	1	$	1,357

____________________________________

(1) Payments and obligations pursuant to these foreign currency swap agreements are guaranteed by AR Capital, LLC, the entity that wholly owns the Sponsor.

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheets:

(In thousands)	Balance Sheet Location	September 30, 2013			December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative assets, at fair value	$	310		$	—
Interest rate swap	Derivative liabilities, at fair value	$	(70	)	$	(20	)
Foreign currency swaps	Derivative liabilities, at fair value	$	(1,795	)	$	(33	)

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2013. The Company did not have any interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2012.

	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2013			September 30, 2013
Amount of loss recognized in accumulated other comprehensive income from derivatives (effective portion)	$	(1,993	)	$	(1,553	)
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)	$	(41	)	$	(51	)
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing)	$	—		$	—

Offsetting Derivatives Disclosure

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2013 and December 31, 2012. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets.

											Gross Amounts Not Offset on the Balance Sheet
Derivatives  (In thousands)	Gross Amounts of Recognized Assets		Gross Amounts of Recognized (Liabilities)			Gross Amounts Offset on the Balance Sheet		Net Amounts of Assets (Liabilities) presented on the Balance Sheet			Financial Instruments		Cash Collateral Received (Posted)		Net Amount
September 30, 2013	$	310	$	(1,865	)	$	—	$	(1,555	)	$	—	$	—	$	(1,555	)
December 31, 2012	$	—	$	(53	)	$	—	$	(53	)	$	—	$	—	$	(53	)

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contains a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligation.

As of September 30, 2013, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions.

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Organization (Details) (USD $)	0 Months Ended	9 Months Ended		18 Months Ended	27 Months Ended						27 Months Ended			27 Months Ended
	Oct. 25, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Sep. 30, 2013	Apr. 20, 2012	Sep. 30, 2013 Common Stock	Oct. 05, 2012 Common Stock	Apr. 20, 2012 Common Stock	Sep. 30, 2013 American Realty Capital Global Special Limited Partner, LLC [Member]	Sep. 30, 2013 Minimum [Member]	Sep. 30, 2013 Minimum [Member] Common Stock	Apr. 20, 2012 Minimum [Member] Common Stock	Sep. 30, 2013 Unaffiliated Third Party Property Management Services [Member] Europe [Member] Maximum [Member]	Sep. 30, 2013 Europe [Member]	Sep. 30, 2013 All Other Regions, Excluding the United States [Member]	Sep. 30, 2013 Total Portfolio, As of Document End Date [Member] sqft property
Operations [Line Items]
Common stock, authorized		300,000,000		300,000,000	300,000,000	150,000,000
Common stock, par value, in dollars per share		$ 0.01		$ 0.01	$ 0.01	$ 0.01
Share Price							$ 10.00	$ 10.00	$ 10.00
Shares available for issuance under a distribution reinvestment plan, shares									25,000,000
Initial Public Offering, Subscriptions Required To Break Escrow, Minimum	$ 2,000,000
Common stock, outstanding		8,810,661		256,500	8,810,661
Proceeds from issuance of common stock		83,028,000	0	2,200,000	86,250,000
Common Stock, Value, Outstanding		87,900,000			87,900,000
Share Price, Dividend Reinvestment Plan												$ 9.50	$ 9.50
Investment in real estate and other assets		53,114,000									1,200,000,000
Share Price, Dividend Reinvestment Plan, Percentage of Estimated Value of Common Stock													95.00%
Portfolio Strategy, Target Geographic Mix, Percentage of Portfolio Investments															40.00%	10.00%
Number of Properties																	9
Rentable Square Feet																	458,523
Real Estate Property, Occupancy Rate		100.00%			100.00%
Real Estate Property, Weighted Average Remaining Lease Term		10 years 8 months 12 days
Limited Partners' Contributed Capital										$ 200
Units of limited partner interest in OP held by The Advisor		22			22
Property Management Fee, Percent Fee														50.00%

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Derivative and Hedging Activities Offsetting Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Offsetting Liabilities [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 310	$ 0
Derivatives, at fair value	(1,865)	(53)
Derivative Asset, Collateral, Obligation to Return Cash, Offset	0	0
Derivatives, at fair value	(1,555)	(53)
Obligation to Return Securities Received as Collateral	0	0
Derivative, Collateral, Obligation to Return Cash	0	0
Derivative Fair Value of Derivative Liability Amount Offset Against Collaterial	$ (1,555)	$ (53)

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Related Party Transactions and Arrangements

9 Months Ended

Sep. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions and Arrangements

Related Party Transactions

As of September 30, 2013 and December 31, 2012, the Sponsor, the Special Limited Partner and a subsidiary of the Service Provider owned 244,444 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur costs and fees on behalf of the Company. As of September 30, 2013 and December 31, 2012, the Company had $0.4 million and $1.0 million, respectively, payable to affiliated entities, primarily related to funding the payment of third party professional fees and offering costs, net of expenses absorbed by the Advisor.

Fees Paid in Connection with the IPO

The Dealer Manager receives fees and compensation in connection with the sale of the Company's common stock. The Dealer Manager receives selling commissions of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager receives 3.0% of the per share purchase price from the sale of the Company's shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may re-allow its dealer-manager fee to participating broker-dealers. A participating broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer-manager fees) by such participating broker dealers, with 2.5% thereof paid at the time of the sale and 1.0% paid on each anniversary date of the closing of the sale to the fifth anniversary date of the closing of the sale. If this option is elected, the Dealer Manager's fee will be reduced to 2.5% (not including selling commissions and dealer manager fees). The following table details total selling commissions and dealer manager fees incurred from and payable to the Dealer Manager related to the sale of common stock as of and for the periods presented:

	Three Months Ended				Nine Months Ended				Payable as of
	September 30,				September 30,				September 30,		December 31,
(In thousands)	2013		2012		2013		2012		2013		2012
Total commissions and fees from Dealer Manager	$	3,186	$	—	$	7,807	$	—	$	35	$	—

The Advisor and its affiliates receive compensation and reimbursement for services relating to the IPO. Effective March 1, 2013, the Company began utilizing transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying consolidated balance sheets. The following table details fees and offering cost reimbursements incurred from and payable to the Advisor and Dealer Manager related to the sale of common stock as of and for the periods presented:

	Three Months Ended				Nine Months Ended				Payable as of
	September 30,				September 30,				September 30,		December 31,
(In thousands)	2013		2012		2013		2012		2013		2012
Fees and expense reimbursements from the Advisor and Dealer Manager	$	488	$	221	$	998	$	710	$	108	$	930

The Company is responsible for offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of common stock, measured at the end of the offering. Offering costs in excess of the 1.5% cap as of the end of the offering are the Advisor's responsibility. As of September 30, 2013, offering and related costs, excluding commissions and dealer manager fees, exceeded 1.5% of gross proceeds received from the IPO by $3.1 million.

After the escrow break, the Advisor elected to cap cumulative offering costs incurred by the Company, net of unpaid amounts, to 15% of gross common stock proceeds during the offering period. As of September 30, 2013, cumulative offering costs were $12.2 million. Cumulative offering costs net of unpaid amounts, were less than the 15% threshold as of September 30, 2013.

Fees Paid in Connection With the Operations of the Company

The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. Solely with respect to investment activities in Europe, the Service Provider is paid 50% of the acquisition fees and the Advisor receives the remaining 50%, as set forth in the service provider agreement. The Advisor is also reimbursed for insourced expenses incurred in the process of acquiring properties, which are fixed initially at 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company will pay third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the total of all acquisition fees and acquisition expenses (including any financing coordination fee) will not exceed 4.5% of the aggregate contract purchase price of the Company's portfolio or 4.5% of the amount advanced for all loans or other investments.

If the Company's Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company pays the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. Solely with respect to our investment activities in Europe, the Service Provider is paid 50% of the financing coordination fees and the Advisor receives the remaining 50%, as set forth in the service provider agreement. Such fees will be deducted from fees payable to the Advisor, pursuant to the service provider agreement.

Prior to January 1, 2013, the Company paid the Advisor a monthly fee equal to one-twelfth of 0.75% of the cost of investment portfolio assets (costs include the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excluded acquisition fees). All or a portion of the asset management fee may have been waived or deferred at the sole discretion of our board of directors (a) to the extent that FFO, as adjusted, during the 6 months ending on the last day of the calendar quarter immediately preceding the date that such asset management fee is payable, is less than the distributions declared with respect to such six month period or (b) for any other reason.

Effective January 1, 2013, the following were eliminated: (i) the reduction of the asset management fee to the extent, if any, that the Company's funds from operations, as adjusted, during the six months ending on the last calendar quarter immediately preceding the date the asset management fee was payable was less than the distributions declared with respect to such six month period and (ii) the payment of asset management fees in cash, shares or restricted stock grants, or any combination thereof to the Advisor. Instead, the Company expects to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B units," which are intended to be profits interests and will vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Such Class B units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met.

The number of Class B units to be issued will be based on: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter. When and if approved by the board of directors, the Class B units are expected to be issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. Pursuant to the service provider agreement 50.0% of the Class B units will be assigned to the Service Provider, solely with respect to the Company's foreign investment strategy in Europe. As of September 30, 2013, the Company did not consider achievement of the performance condition to be probable. The value of issued Class B units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor will receive distributions on unvested Class B units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B units will be expensed in the consolidated statement of operations until the performance condition is considered probable to occur. During the three and nine months ended September 30, 2013, the board of directors approved the issuance of 4,646 and 5,218 Class B Units, respectively, to the Advisor in connection with this agreement.

If the Property Manager or an affiliate provides property management and leasing services for properties owned by the Company, the Company pays fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed.

For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed.

Solely with respect to our investment activities in Europe, the Service Provider or other entity providing property management services with respect to such investments is paid: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager receives 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider or an affiliated entity providing European property management services. Such fees are deducted from fees payable to the Advisor, pursuant to the service provider agreement.

Effective March 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees are amortized over approximately 26 months, the estimated remaining term of the IPO as of the date of the agreement, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss.

The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented:

	Three Months Ended September 30,								Nine Months Ended September 30,								Payable as of
	2013				2012				2013				2012				September 30,		December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		2013		2012
One-time fees and reimbursements:
Acquisition fees and related cost reimbursements	$	958	$	—	$	—	$	—	$	1,253	$	—	$	—	$	—	$	256	$	—
Financing coordination fees	524		—		—		—		593		—		—		—		80		—
Ongoing fees:
Property management and leasing fees	18		5		—		—		23		6		—		—		6		1
Strategic advisory fees	107		—		—		—		251		—		—		—		—		—
Distributions on Class B Units	1		—		—		—		1		—		—		—		—		—
Total related party operational fees and reimbursements	$	1,608	$	5	$	—	$	—	$	2,121	$	6	$	—	$	—	$	342	$	1

The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company does not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the three and nine months ended September 30, 2013 and 2012.

The Company pays the Advisor an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeds 6.0% per annum, the Advisor is entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year (which will take into account distributions and realized appreciation). This fee is payable only upon the sale of assets, distributions or other events which results in our return on stockholders' capital exceeding 6.0% per annum. Solely with respect to our investment activities in Europe, the Service Provider will be paid 50.0% of the annual subordinated performance fee payable in respect of such investments, and the Advisor or its affiliates will receive the remaining 50%, as set forth in the service provider agreement. No such amounts had been incurred during the three and nine months ended September 30, 2013 and 2012.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may waive certain fees including asset management and property management fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs or property operating expenses. These absorbed costs are presented net in the accompanying consolidated statements of operations and comprehensive loss. The following table details property operating and general and administrative expenses absorbed by the Advisor during the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2013		2012		2013		2012
Property operating expenses absorbed	$	—	$	—	$	4	$	—
General and administrative expenses absorbed	357		—		833		—
Total expenses absorbed (1)	$	357	$	—	$	837	$	—

____________________________

(1) The Company had a receivable from the Advisor related to absorbed costs of $0.7 million and $0.1 million as of September 30, 2013 and December 31, 2012, respectively.

Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets

The Company pays a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such amounts have been incurred during the three and nine months ended September 30, 2013 and 2012.

If the Company is not simultaneously listed on an exchange, the Company will pay a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of an annual 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors. The Company cannot assure that it will provide this 6.0% return but the Advisor will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 6.0% cumulative non-compounded return on their capital contributions. No such amounts have been incurred during the three and nine months ended September 30, 2013 and 2012.

The Company will pay a subordinated incentive listing distribution of 15.0%, payable in the form of a promissory note, of the amount by which the market value of all issued and outstanding shares of the Company's common stock plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Company cannot assure that it will provide this 6.0% return but the Advisor will not be entitled to the subordinated incentive listing fee unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions. No such fees have been incurred during the three and nine months ended September 30, 2013 and 2012. Neither the Advisor nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated listing distribution.

Solely with respect to the Company's properties in Europe, the Service Provider has the right to be paid up to 50% of subordinated participation in the net sales proceeds of the sale of real estate assets and 50% of subordinated incentive listing distribution relating to such properties. No such fees have been incurred during the three and nine months ended September 30, 2013 and 2012.

Upon termination or non-renewal of the advisory agreement, the Advisor will receive distributions from the OP payable in the form of a promissory note. In addition, the Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2013

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.

The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
September 30, 2013
Foreign currency swaps	$	—	$	(1,795	)	$	—	$	(1,795	)
Interest rate swaps, net	$	—	$	240		$	—	$	240
December 31, 2012
Foreign currency swap	$	—	$	(33	)	$	—	$	(33	)
Interest rate swap	$	—	$	(20	)	$	—	$	(20	)

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2013.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, due from affiliates, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below.

		Carrying Amount at		Fair Value at		Carrying Amount at		Fair Value at
(In thousands)	Level	September 30, 2013		September 30, 2013		December 31, 2012		December 31, 2012
Mortgage notes payable	3	$	31,644	$	31,637	$	1,228	$	1,228

The fair value of the mortgage notes is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements.

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Organization

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

American Realty Capital Global Trust, Inc. (the "Company"), incorporated on July 13, 2011, is a Maryland corporation that intends to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. On April 20, 2012, the Company commenced its initial public offering ("IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-177563) (the "Registration Statement") filed with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 25.0 million shares of common stock pursuant to a distribution reinvestment plan (the "DRIP") under which the Company's common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock.

On October 24, 2012, the Company received and accepted subscriptions in excess of the minimum offering amount of $2.0 million in shares, broke escrow and issued shares of common stock to initial investors who were admitted as stockholders. As of September 30, 2013, the Company had 8.8 million shares of stock outstanding, including unvested restricted shares and shares issued under the DRIP and had received total gross proceeds from the IPO of $86.3 million. As of September 30, 2013, the aggregate value of all the common stock outstanding was $87.9 million based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP). Until the filing of the Company's second quarterly financial filing with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the Company's acquisition of at least $1.2 billion in total investment portfolio assets, the per share purchase price in the IPO will be up to $10.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will initially be equal to $9.50 per share, which is 95% of the initial offering price in the IPO. Thereafter, the per share purchase price will vary quarterly and will be equal to the Company's net asset value ("NAV") per share plus applicable commissions and fees, and the per share purchase price in the DRIP will be equal to the NAV per share.

The Company was formed to primarily acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. The Company's primary geographic target is the United States, although up to 40% of its portfolio may consist of properties purchased in Europe and up to an additional 10% may consist of properties purchased elsewhere internationally. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. As of September 30, 2013, the Company owned nine properties consisting of 0.5 million rentable square feet, which were 100.0% leased, with a remaining lease term of 10.7 years.

Substantially all of the Company's business is conducted through American Realty Capital Global Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP units"). American Realty Capital Global Special Limited Partner, LLC (the "Special Limited Partner"), an entity wholly owned by AR Capital Global Holdings, LLC (the "Sponsor"), contributed $200 to the OP in exchange for 22 OP units, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

The Company has no employees. American Realty Capital Global Advisors, LLC (the "Advisor") has been retained to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by American Realty Capital Global Properties, LLC (the "Property Manager"). Realty Capital Securities, LLC (the "Dealer Manager") serves as the dealer manager of the IPO. The Advisor, Property Manager and Dealer Manager are affiliates of the Sponsor and Special Limited Partner. These related parties receive compensation and fees for services related to the IPO and for the investment and management of the Company's assets. These entities receive fees during the offering, acquisition, operational and liquidation stages. The Advisor and Property Manager have entered into a service provider agreement with Moor Park Capital Partners LLP (the "Service Provider"), an affiliate of a principal shareholder. Pursuant to the service provider agreements, the Service Provider has agreed to provide, subject to the Advisor's and Property Manager's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe. Pursuant to the service provider agreements, 50.0% of the fees payable by the Company to the Advisor and a percentage of the fees paid to the Property Manager will be assigned to the Service Provider, solely with respect to the Company's foreign investment strategy in Europe. Such fees will be deducted from fees paid to the Advisor.

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Subsequent Events (Details) (USD $)	9 Months Ended		18 Months Ended	27 Months Ended			28 Months Ended					1 Months Ended	28 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013 Total portfolio, September 30, 2013 property sqft		Oct. 31, 2013 Subsequent Event [Member]	Nov. 08, 2013 Subsequent Event [Member] Acquisitions sqft property		Nov. 08, 2013 Subsequent Event [Member] Total portfolio, November 8, 2013 sqft property		Oct. 31, 2013 Common Stock [Member] Subsequent Event [Member]	Oct. 31, 2013 Common Stock [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, outstanding	8,810,661		256,500	8,810,661			10,100,000
Proceeds from issuance of common stock	$ 83,028,000	$ 0	$ 2,200,000	$ 86,250,000			$ 99,300,000					$ 13,065,000	$ 99,315,000
Common Stock, Value, Outstanding	87,900,000			87,900,000			101,100,000
Share Price							$ 10.00
Share Price, Dividend Reinvestment Plan							$ 9.50
Number of Properties					9			1		10
Rentable Square Feet					458,523			28,500		487,023
Base Purchase Price					$ 83,296,000	[1]		$ 6,067,000	[1]	$ 89,363,000	[1]

[1] Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

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Revolving Credit Facility (Details) (JPMorgan Chase Bank, N.A. [Member], USD $) In Millions, unless otherwise specified			0 Months Ended
	Jul. 25, 2013 Revolving Credit Facility [Member]	Jul. 25, 2013 Maximum [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Line of Credit Facility, Interest Rate, Option Two [Member] Base Rate [Member] Maximum [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Line of Credit Facility, Interest Rate, Option Two [Member] Base Rate [Member] Minimum [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Line of Credit Facility, Interest Rate, Option One [Member] LIBOR [Member] Maximum [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Line of Credit Facility, Interest Rate, Option One [Member] LIBOR [Member] Minimum [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Line of Credit Facility, Base Rate, Option Two [Member] Federal Funds Effective Rate [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Line of Credit Facility, Base Rate, Option Three [Member] [Member] Adjusted LIBOR [Member] Revolving Credit Facility [Member]	Jul. 26, 2013 Above Threshold [Member]	Jul. 26, 2013 Below Threshold [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50.0
Line of Credit Facility, Additional Borrowing Capacity, Accordion Feature		$ 750.0
Debt Instrument, Basis Spread on Variable Rate			1.20%	0.60%	2.20%	1.60%	0.50%	1.00%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage									0.25%	0.15%
Line of Credit Facility, Commitment Fee Percentage, Threshold, Unused Capacity as a Percentage of Current Capacity	50.00%

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Net Loss Per Share

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net loss (in thousands)	$	(3,090	)	$	(93	)	$	(4,386	)	$	(157	)
Basic and diluted weighted average shares outstanding	7,023,704			22,222			3,430,215			22,222
Basic and diluted net loss per share	$	(0.44	)	NM			$	(1.28	)		NM

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NM - not meaningful

The Company had the following common share equivalents as of September 30, 2013 and 2012, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive:

	September 30,
	2013	2012
Unvested restricted stock	16,200	9,000
OP Units	22	22
Class B units	5,218	—
Total common share equivalents	21,440	9,022

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of September 30, 2013, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

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Real Estate Investments (Tables)

9 Months Ended

Sep. 30, 2013

Real Estate [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table presents the allocation of the assets acquired during the nine months ended September 30, 2013. There were no assets acquired during the nine months ended September 30, 2012.

	Nine Months Ended
(Dollar amounts in thousands)	September 30, 2013
Real estate investments, at cost:
Land	$	18,071
Buildings, fixtures and improvements	37,516
Total tangible assets	55,587
Acquired intangibles:
In-place leases	30,624
Above market lease asset	1,223
Below market lease liability	(3,904		)
Total assets acquired, net	83,530
Mortgage notes payable used to acquire real estate investments	(30,416		)
Cash paid for acquired real estate investments	$	53,114
Number of properties purchased	8

Schedule of Real Estate Properties

The following table reflects the number and related base purchase prices of properties acquired during the year ended December 31, 2012 and the nine months ended September 30, 2013:

	Number of Properties	Base Purchase Price(1)
		(In thousands)
Year ended December 31, 2012	1	$	2,566
Nine Months ended September 30, 2013	8	80,730
Portfolio as of September 30, 2013	9	$	83,296

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(1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

Business Acquisition, Pro Forma Information

The following table presents unaudited pro forma information as if the acquisitions during the nine months ended September 30, 2013, had been consummated on January 1, 2012. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expenses of $4.6 million from the nine months ended September 30, 2013 to the nine months ended September 30, 2012.

	Nine Months Ended September 30,
(In thousands)	2013		2012
Pro forma revenues	$	6,502	$	6,367
Pro forma net income (loss)	$	503	$	(4,543	)

Schedule of Future Minimum Rental Payments for Operating Leases

The following presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of September 30, 2013. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indices among other items.

(In thousands)	Future Minimum Base Rent Payments
October 1, 2013 — December 31, 2013	$	1,966
2014	7,868
2015	7,906
2016	7,945
2017	8,083
Thereafter	54,582
	$	88,350

Schedule of Annualized Rental Income by Major Tenants

The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all properties on a straight-line basis as of September 30, 2013. The Company did not own any properties at September 30, 2012. 

	September 30,
Tenant	2013
Thames Water Utilities Limited	24.2	%
Northern Rock (Asset Management) PLC	18.2	%
Kulicke and Soffa Industries, Inc.	17.0	%
Everything Everywhere Limited	14.8	%
Wickes Building Supplies Limited	11.7	%
PPD Global Central Labs, LLC	11.3	%

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

The following table lists the states and countries where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2013. The Company did not own any properties at September 30, 2012. 

	September 30,
State or Country	2013
United Kingdom	71.7	%
Pennsylvania	17.0	%
Kentucky	11.3	%

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Subsequent Events

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except for the following transactions:

Sales of Common Stock

As of October 31, 2013, the Company had 10.1 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP. Total gross proceeds, net of repurchases, from these issuances were $99.3 million, including proceeds from shares issued under the DRIP. As of October 31, 2013, the aggregate value of all share issuances was$101.1 million based on a per share value of $10.00 (or $9.50 per share for shares issued under the DRIP).

Total capital raised to date, including shares issued under the DRIP, is as follows:

Source of Capital (in thousands)	Inception to September 30, 2013		October 1, 2013 to October 31, 2013		Total
Common stock	$	86,250	$	13,065	$	99,315

Acquisitions

The following table presents certain information about the properties that the Company acquired from October, 1 2013 to November 8, 2013:

	Number of Properties	Rentable Square Feet	Base Purchase Price (1)
			(In thousands)
Total portfolio, September 30, 2013	9	458,523	$	83,296
Acquisitions	1	28,500	6,067
Total portfolio, November 8, 2013	10	487,023	$	89,363

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(1)    Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 31, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Entity Registrant Name	American Realty Capital Global Trust, Inc.
Entity Central Index Key	0001526113
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		10,133,880

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In March 2013, the FASB issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity.  The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.