Common use of Submission of Orders; Right to Reject Orders Clause in Contracts

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Shares. The Final Review Office will, by the end of the next Business Day following its receipt of the Subscription Agreement and check for the purchase of Shares, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesPreferred Apartment Communities, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares Units may be rejected. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's participation in any resales or transfers of the Common Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 $2,090,000 in Common Shares has been sold, payments for Common Shares shall be made by checks payable to “UMB Bank, National Association, N.A. as Escrow Agent for American United Realty Capital Properties, Inc.” Trust Incorporated”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initiated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein Once the minimum offering of $2,090,000 in Common Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the contraryProspectus, with respect to a purchase of payments for Common Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds shall be made payable to “UMB BankUnited Realty Trust Incorporated”. At such time, National AssociationSoliciting Dealer shall forward original checks together with an original Subscription Agreement, Escrow Agent executed and initialed by the subscriber as provided for American in the Subscription Agreement, to United Realty Capital PropertiesTrust Incorporated, c/o DST Systems, Inc.” and be deposited into , at the Escrow Account, address provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Subscription Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Common Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Common Shares to the Escrow Agent or Company, as applicable, by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Common Shares and the Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Common Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Common Shares, forward both the Subscription Agreement and check for the purchase of Common Shares to the Escrow AgentAgent or Company, as applicable. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreementclose. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company Company, as applicable, in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any order in their its sole discretion for any or no reason. Orders If Soliciting Dealer receives a check not accompanied by conforming to the required instrument subscription instructions, it shall return such check directly to such subscriber not later than the end of payment for Shares may be rejectedthe next business day following its receipt. Issuance and delivery of a Common Share will be made only after a sale of a Common Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feesdealer manager fees, the Dealer Manager shall have the right to offset amounts owned against future selling commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until If using DTC Settlement, the minimum offering of 5,400,000 Shares has been sold, payments Soliciting Dealer will coordinate for Shares payment in connection with their electronically placed orders. (c) If using DRS Settlement: (i) Payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesPreferred Apartment Communities, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; and (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicableclose. (cd) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares Units may be rejected. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments Payments for Shares Units shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesPreferred Apartment Communities, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that State of New York or the Dealer Manager waives the escrow requirements pursuant Commonwealth of Massachusetts are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreementclose. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any order in their its sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares Units may be rejected. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesCommon Shares as permitted under federal or state law, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 200,000 Common Shares (excluding Common Shares sold to New York, Tennessee and Pennsylvania investors) has been sold, payments for Common Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital Properties, Inc.” Lightstone Real Estate Income Trust”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initiated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein Once the minimum offering of 200,000 Common Shares (excluding Common Shares sold to New York, Tennessee and Pennsylvania investors) has been sold, subject to any continuing escrow obligations imposed by certain states as described in the contraryProspectus, with respect to a purchase of payments for Common Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds shall be made payable to “UMB BankLightstone Real Estate Income Trust”. At such time, National AssociationSoliciting Dealer shall forward original checks together with an original Subscription Agreement, Escrow Agent executed and initialed by the subscriber as provided for American Realty Capital Propertiesin the Subscription Agreement, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and Company at the Company a letter of direction substantially address provided in the form of Exhibit A to the Dealer Manager Subscription Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Common Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Common Shares to the Escrow Agent or Company, as applicable, by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Common Shares and the Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Common Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Common Shares, forward both the Subscription Agreement and check for the purchase of Common Shares to the Escrow AgentAgent or Company, as applicable. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreementclose. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company Company, as applicable, in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any order in their its sole discretion for any or no reason. Orders If Soliciting Dealer receives a check not accompanied by conforming to the required instrument subscription instructions, it shall return such check directly to such subscriber not later than the end of payment for Shares may be rejectedthe next business day following its receipt. Issuance and delivery of a Common Share will be made only after a sale of a Common Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feesdealer manager fees, the Dealer Manager shall have the right to offset amounts owned against future selling commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesGlobal Daily Net Asset Value Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesGlobal Daily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesGlobal Daily Net Asset Value Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital Properties— Retail Centers of America II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital Properties— Retail Centers of America II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties— Retail Centers of America II, Inc., c/o DST SystemsAmerican National Stock Transfer, Inc.LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB ▇▇▇▇▇ Fargo Bank, National Association, Escrow Agent for American Realty Capital Properties– Retail Centers of America, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital Properties– Retail Centers of America, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties– Retail Centers of America, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB ▇▇▇▇▇ Fargo Bank, National Association, Escrow Agent for American Realty Capital PropertiesTrust II, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesTrust II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesTrust II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 125 Shares for $2,500 or a minimum of 50 shares for $1,000 if the investor is purchasing through an IRA or other qualified account. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB LegacyTexas Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” United Development Funding Income Fund V”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association LegacyTexas Bank (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the CompanyTrust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” United Development Funding Income Fund V”. At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc.United Development Funding Income Fund V, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company Trust in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerTrust, each of which reserve reserves the right to reject any order in their its sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company Trust to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB ▇▇▇▇▇ Fargo Bank, National Association, Escrow Agent for American Realty Capital PropertiesTrust III, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesTrust III, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesTrust III, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments Payments for Shares Units shall be made by checks payable to “UMB Bank, National AssociationN.A., as Escrow Agent for American Realty Capital Properties, Inc.CIM Commercial Trust Corporation.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).the

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 200 Shares for $2,000 or a minimum of 100 Shares for $1,000 if the investor is purchasing through an ▇▇▇ or other qualified account, subject to certain state requirements as described in the Prospectus. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Independence Realty Capital Properties, Inc.” Trust”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the CompanyTrust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $2,500,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Independence Realty Capital PropertiesTrust, Inc.Inc,” except that Tennessee and Pennsylvania investors should continue to make checks payable to “UMB Bank, N.A., Escrow Agent for Independence Realty Trust” until $25,000,000 and $50,000,000 of Shares have been sold, respectively. At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Independence Realty Capital PropertiesTrust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB ▇▇▇▇▇ Fargo Bank, National Association, Escrow Agent for American Realty Capital ARC-Northcliffe Income Properties, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital ARC-Northcliffe Income Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital ARC Northcliffe Income Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b)) , as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares in the Offering shall be $500 per transaction. With respect to Soliciting Participating Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Participating Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Rules of Conduct. (b) Until Those persons who purchase Shares will be instructed by the minimum offering Participating Dealer to make their checks or other instruments of 5,400,000 Shares has been sold, payments for Shares shall be made by checks payment payable to “UMB Bank, ▇▇▇▇▇ National Association, Escrow Agent for American Realty Capital PropertiesREIT I, Inc.” During such time”, Soliciting Dealer subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall forward original checks for be returned directly to the purchase subscriber not later than the end of Shares together with an original Subscription Agreement, completed and executed the second business day following receipt by the subscriber as provided for in Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Subscription Agreement, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein Participating Dealer which conform to the contrary, with respect foregoing instructions shall be transmitted for deposit pursuant to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent one of the Companyfollowing methods: (i) When, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers pursuant to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are of the Participating Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Shares payment were initially received by Soliciting Dealer from the subscriber, Soliciting then the Participating Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Shares to the Escrow Agent payment by the end of the next Business Day business day following receipt of the check Subscription Agreement and instrument of payment to the Company at the address provided in the Subscription Agreement. . (ii) When, pursuant to Soliciting the Participating Dealer’s internal supervisory procedures, Soliciting Participating Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Dealer shall transmit the check for the purchase of Shares and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next Business Day business day following Soliciting the Participating Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment, forward both the Subscription Agreement and check for the purchase instrument of Shares payment to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., Company at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. If any Subscription Agreement solicited by Participating Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) 1.4 of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesDaily Net Asset Value Trust, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesDaily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesDaily Net Asset Value Trust, Inc., c/o DST SystemsAmerican National Stock Transfer, Inc.LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions or Selling Commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesDaily Net Asset Value Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesDaily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesDaily Net Asset Value Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesHealthcare Trust II, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesHealthcare Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesHealthcare Trust II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesNew York City REIT II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesNew York City REIT II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesNew York City REIT II, Inc., c/o DST SystemsAmerican National Stock Transfer, Inc.LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesTrust III, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesTrust III, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesTrust III, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American ARC Realty Capital PropertiesFinance Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American ARC Realty Capital PropertiesFinance Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American ARC Realty Capital PropertiesFinance Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Units may be sold only to investors who initially purchase a minimum of $5,000 of Units. With respect to Soliciting Dealer's participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 Shares $2,000,000 in Units has been sold, payments for Shares Units shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Energy Capital PropertiesPartners, Inc.” LP”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Units and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of SharesUnits, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Units will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares $2,000,000 in Units has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares Units shall be made payable to “American Realty Energy Capital PropertiesPartners, Inc.” LP”. At such time, Soliciting Dealer shall forward each original check for the purchase of SharesUnits, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Energy Capital PropertiesPartners, Inc.LP, c/o DST SystemsAmerican National Stock Transfer, Inc.LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedUnits. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Shares in the Primary Offering will be required to complete and execute a Subscription Agreement and to deliver to the Soliciting Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser in the Primary Offering of $2,000 of Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Shares in the Primary Offering shall be $1,000 per transaction. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the such time as a minimum offering of 5,400,000 $2,000,000 in subscription funds for Shares has been soldreceived from investors not affiliated with the Company, payments for the Advisor or any of the Company’s or the Advisor’s respective affiliates (the “Minimum Offering”), those persons who purchase Shares shall will be made instructed by the Soliciting Dealer to make their checks or other instruments of payment payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesIndependence Mortgage Trust” or a reasonable contractor or abbreviation thereof. Thereafter, Inc.” During such time, those persons who purchase Shares will be instructed by the Soliciting Dealer shall forward original to make their checks for the purchase other instrument of Shares together with an original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payment payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.Independence Mortgage Trust,” subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and be deposited into the Escrow Account, provided that such purchaser instruments of Shares executes and delivers payment not conforming to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A foregoing instructions shall be returned directly to the subscriber not later than the end of the second business day following receipt by the Soliciting Dealer Manager Agreementof such materials. When Subscription Agreements and instruments of payment received by the Soliciting Dealer’s Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) When, pursuant to the internal supervisory procedures are of the Soliciting Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Shares payment were initially received by Soliciting Dealer from the subscriber, then the Soliciting Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Shares to the Escrow Agent payment by the end of the next Business Day business day following receipt of the check Subscription Agreement and instrument of payment (i) prior to the satisfaction of the Minimum Offering, to the Escrow Agent, and (ii) following the satisfaction of the Minimum Offering, to Independence Mortgage Trust, Inc. at the address provided in the Subscription Agreement. . (ii) When, pursuant to the Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next Business Day business day following the Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment, forward both the Subscription Agreement and check for instrument of payment (i) prior to the purchase satisfaction of Shares the Minimum Offering, to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by , and (ii) following the Dealer Manager or satisfaction of the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription AgreementMinimum Offering, to American Realty Capital PropertiesIndependence Mortgage Trust, Inc., c/o DST Systems, Inc., Inc. at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesCommon Shares as permitted under federal or state law, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 200,000 Common Shares (excluding Common Shares sold to New York, Tennessee and Pennsylvania investors) has been sold, payments for Common Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital Properties, Inc.” Lightstone III”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initiated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein Once the minimum offering of 200,000 Common Shares (excluding Common Shares sold to New York, Tennessee and Pennsylvania investors) has been sold, subject to any continuing escrow obligations imposed by certain states as described in the contraryProspectus, with respect to a purchase of payments for Common Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds shall be made payable to “UMB BankLightstone III”. At such time, National AssociationSoliciting Dealer shall forward original checks together with an original Subscription Agreement, Escrow Agent executed and initialed by the subscriber as provided for American Realty Capital Propertiesin the Subscription Agreement, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and Company at the Company a letter of direction substantially address provided in the form of Exhibit A to the Dealer Manager Subscription Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Common Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Common Shares to the Escrow Agent or Company, as applicable, by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Common Shares and the Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Common Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Common Shares, forward both the Subscription Agreement and check for the purchase of Common Shares to the Escrow AgentAgent or Company, as applicable. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreementclose. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company Company, as applicable, in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any order in their its sole discretion for any or no reason. Orders If Soliciting Dealer receives a check not accompanied by conforming to the required instrument subscription instructions, it shall return such check directly to such subscriber not later than the end of payment for Shares may be rejectedthe next business day following its receipt. Issuance and delivery of a Common Share will be made only after a sale of a Common Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feesdealer manager fees, the Dealer Manager shall have the right to offset amounts owned against future selling commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until If using Direct Settlement: When settling a purchase directly with the minimum offering of 5,400,000 Shares has been soldCompany, payments for Shares shall be made by checks payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original investor’s completed and executed Subscription Agreement, completed and executed by together with his or her subscription amount, should be sent to the subscriber as provided for in address listed below. The subscription amount should be paid through a certified check or personal check payable to the order of “GWG Holdings, Inc.—Subscription Account” (or wire sent to the Subscription AgreementAccount). In lieu of paying by check, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein subscription amount may be wired to the contraryaccount referenced below. GWG Holdings, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income PropertiesInc. ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Suite 2650 Dallas, TX, 75201 Wire Instructions GWG Holdings, Inc. — Subscription Account Account: 500023916 Routing: ▇▇▇▇▇▇▇▇▇ Bank Name: ▇▇▇▇ Bank ▇▇▇▇▇▇▇ Equity, LLC or ARC Income Properties III, LLC, the Soliciting Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. Agreement 4 (c) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent Company by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow AgentCompany. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be promptly returned to the rejected subscriber within ten (10) Business Days from the date of rejectionsubscriber. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that State of New York are authorized or obligated by law or executive order to close. (d) If using DTC Settlement, the Soliciting Dealer Manager waives the escrow requirements pursuant to will coordinate for payment in connection with their electronically placed orders. In this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such timeregard, Soliciting Dealer shall forward each original check must have the ability and consent to allow investors to purchase the Units in the Offering and settle such purchase through DTC. Soliciting Dealer must utilize a participant in the DTC system. In such a case, a person desiring to purchase through DTC can place an order for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Units through Soliciting Dealer. In such case, Soliciting Dealer shall issue using this service will have an account with a check made payable DTC participant in which the investor’s funds will be placed to facilitate investor’s purchase in the Escrow Agent or Offering. Orders will be executed by Soliciting Dealer electronically and investors must coordinate with Soliciting Dealer’s registered representative to pay the Company full purchase price for the Units by the trade date. Soliciting Dealer will place the order through DTC at the public offering price of $1,000 less sales commission as defined below: 2 years 3.25 % $ 967.50 3 years 4.25 % $ 957.50 5 years 4.90 % $ 951.00 7 years 5.00 % $ 950.00 * Offering price minus sales commission Soliciting Dealer may submit an indication of interest for a sale of Units by the order date, communicated on a monthly basis, which must be followed by an order. The final settlement date will be the date on which investor’s purchase is accepted and consummated, which is anticipated to occur on a monthly basis. Investors will be credited with ownership of Units on the settlement date. Investor’s purchase price for the Units purchased in accordance with the foregoing provisions of this Section 5(b)way will not be held in escrow. ▇▇▇▇▇▇▇ Equity, as applicable.LLC Soliciting Dealer Agreement 5 (ce) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject reject, in whole or in part, any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares Units may be rejected. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's Financial Intermediary’s participation in any resales or transfers of the SharesPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Prospect Capital Properties, Inc.” During such time, Soliciting Dealer Corporation”. Financial Intermediary shall forward original checks for the purchase of Shares Preferred Stock together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber, Soliciting Dealer Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Shares Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock, forward both the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, Financial Intermediary will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Thus, for orders settled using DTC Settlement, Financial Intermediary acknowledges that once an order has become effective upon confirmation by the Company, Financial Intermediary may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company. After 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Financial Intermediary is expected to settle the trade as follows: (i) if Financial Intermediary has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Financial Intermediary has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Company and Financial Intermediary in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Financial Intermediary’s receipt of payment from applicable investors shall be at the sole risk of Financial Intermediary. Subscriptions and orders not accompanied by the required instrument of payment for Shares Preferred Stock may be rejected. Issuance and delivery of a Share share of Preferred Stock will be made only after a sale of a Share share of Preferred Stock is deemed by the Company to be completed in accordance with Section 3(c3(d) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer Financial Intermediary will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer Financial Intermediary fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer Financial Intermediary (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). (e) Notwithstanding the other provisions of this Section 5, the Dealer Manager and/or the Company have the sole right to determine and change without notice to Soliciting Dealer: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Soliciting Dealer; (ii) to limit the total amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock and/or Series M3 Preferred Stock sold by all Soliciting Dealers per closing; (iii) to limit the amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock and/or Series M3 Preferred Stock sold by Soliciting Dealer per closing; and (iv) to limit the total number of shares of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock and/or Series M3 Preferred Stock sold by Soliciting Dealer.

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesmShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares mShares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesPreferred Apartment Communities, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares mShares together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares mShares were initially received by Soliciting Dealer from the subscriber, subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares mShares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares mShares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesmShares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesmShares, forward both the Subscription Agreement and check for the purchase of Shares mShares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares mShares may be rejected. Issuance and delivery of a Share mShare will be made only after a sale of a Share mShare is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees or other fees theretofore paid with respect to such order, and, if . If Soliciting Dealer fails to so return any such selling commissions or Dealer Manager FeesFees or other fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees or other fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right Preferred Capital Securities, LLC Soliciting Dealer Agreement 4 to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares in the Offering shall be $500 per transaction. With respect to Soliciting Participating Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Participating Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until Those persons who purchase Shares will be instructed by the minimum offering Participating Dealer to make their checks or other instruments of 5,400,000 Shares has been sold, payments for Shares shall be made by checks payment payable to “UMB Bank, ▇▇▇▇▇ National Association, Escrow Agent for American Realty Capital PropertiesREIT I, Inc.” During such time”, Soliciting Dealer subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall forward original checks for be returned directly to the purchase subscriber not later than the end of Shares together with an original Subscription Agreement, completed and executed the second business day following receipt by the subscriber as provided for in Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Subscription Agreement, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein Participating Dealer which conform to the contrary, with respect foregoing instructions shall be transmitted for deposit pursuant to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent one of the Companyfollowing methods: (i) When, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers pursuant to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are of the Participating Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Shares payment were initially received by Soliciting Dealer from the subscriber, Soliciting then the Participating Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Shares to the Escrow Agent payment by the end of the next Business Day business day following receipt of the check Subscription Agreement and instrument of payment to the Company at the address provided in the Subscription Agreement. . (ii) When, pursuant to Soliciting the Participating Dealer’s internal supervisory procedures, Soliciting Participating Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Dealer shall transmit the check for the purchase of Shares and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next Business Day business day following Soliciting the Participating Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment, forward both the Subscription Agreement and check for the purchase instrument of Shares payment to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., Company at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. If any Subscription Agreement solicited by Participating Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) 1.4 of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 200 Shares for $2,000 or a minimum of 100 Shares for $1,000 if the investor is purchasing through an ▇▇▇ or other qualified account, subject to certain state requirements as described in the Prospectus. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National Association[_________], Escrow Agent for Empire American Realty Capital Properties, Inc.” REIT”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association [________] (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the CompanyTrust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $2,500,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “Empire American Realty Capital PropertiesTrust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to Empire American Realty Capital PropertiesTrust, Inc., c/o DST Systems, Inc.[___________], at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesHospitality Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesHospitality Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesHospitality Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Participating Broker-Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Participating Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, If using DRS Settlement: (i) payments for Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesAshford Hospitality Trust, Inc.” During such time, Soliciting Participating Broker-Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting ; and (ii) when Participating Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Participating Broker-Dealer from the subscriber, Soliciting Participating Broker-Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Participating Broker-Dealer’s internal supervisory procedures, Soliciting Participating Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Broker-Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Participating Broker-Dealer’s receipt of the Subscription Agreement and check for the purchase of Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Shares, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Participating Broker-Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicableclose. (c) If using DTC Settlement, the Participating Broker-Dealer will coordinate for payment in connection with their electronically placed orders. Ashford Hospitality Trust, Inc.Participating Broker-Dealer Agreement 6 (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Thus, for orders settled using DTC Settlement, Participating Broker-Dealer acknowledges that once an order has become effective upon confirmation by the Company, Participating Broker-Dealer may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Participating Broker-Dealer is expected to settle the trade as follows: (i) if Participating Broker-Dealer has received payment in full from an investor for the investor’s purchase of Shares on or before 5:00 PM EST on the settlement date, such sale of Shares for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement, and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Participating Broker-Dealer has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased Shares, such investor’s order, upon written notice to the Dealer Manager, shall be cancelled, treated as failed trade and any exchange of funds and securities as between the Company and Participating Broker-Dealer in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Shares for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Participating Broker-Dealer’s receipt of payment from applicable investors shall be at the sole risk of the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a share of Shares will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3 of the Dealer Manager Agreement. Further, the Company has the sole right to: (i) determine and change the number and timing of closings, including the right to change the number and timing of closings after communicating the anticipated closing timing to the Participating Broker-Dealer; (ii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by all Participating Broker-Dealers per closing; (iii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by any one Participating Broker-Dealer per closing; and (iv) to limit the total number of shares of Series L Preferred Stock and/or Series M Preferred Stock sold by the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Broker-Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Broker-Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Broker-Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesTrust IV, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the ““ Escrow AgentAgent ”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the ““ Final Review OfficeOffice ”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (1030) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesTrust IV, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesTrust IV, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b)) , as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesGlobal Trust II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesGlobal Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesGlobal Trust II, Inc., c/o DST SystemsAmerican National Stock Transfer, Inc.LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesPreferred Apartment Communities, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares Units may be rejected. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American ARC Realty Capital PropertiesFinance Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (1030) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American ARC Realty Capital PropertiesFinance Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American ARC Realty Capital PropertiesFinance Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American ARC Realty Capital PropertiesFinance Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American ARC Realty Capital PropertiesFinance Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American ARC Realty Capital PropertiesFinance Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesGlobal Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (1030) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesGlobal Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesGlobal Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesmShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares mShares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesPreferred Apartment Communities, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares mShares together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares mShares were initially received by Soliciting Dealer from the subscriber, subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares mShares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares mShares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesmShares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesmShares, forward both the Subscription Agreement and check for the purchase of Shares mShares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares mShares may be rejected. Issuance and delivery of a Share mShare will be made only after a sale of a Share mShare is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees or other fees theretofore paid with respect to such order, and, if . If Soliciting Dealer fails to so return any such selling commissions or Dealer Manager FeesFees or other fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees or other fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesNew York City REIT, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesNew York City REIT, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesNew York City REIT, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Participating Broker-Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Participating Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, If using DRS Settlement: (i) payments for Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesAshford Hospitality Trust, Inc.” During such time, Soliciting Participating Broker-Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting ; and (ii) when Participating Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Participating Broker-Dealer from the subscriber, Soliciting Participating Broker-Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Participating Broker-Dealer’s internal supervisory procedures, Soliciting Participating Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Broker-Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Participating Broker-Dealer’s receipt of the Subscription Agreement and check for the purchase of Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Shares, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Participating Broker-Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicableclose. (c) If using DTC Settlement, the Participating Broker-Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Thus, for orders settled using DTC Settlement, Participating Broker-Dealer acknowledges that once an order has become effective upon confirmation by the Company, Participating Broker-Dealer may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Participating Broker-Dealer is expected to settle the trade as follows: (i) if Participating Broker-Dealer has received payment in full from an investor for the investor’s purchase of Shares on or before 5:00 PM EST on the settlement date, such sale of Shares for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement, and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Participating Broker-Dealer has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased Shares, such investor’s order, upon written notice to the Dealer Manager, shall be cancelled, treated as failed trade and any exchange of funds and securities as between the Company and Participating Broker-Dealer in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Shares for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Participating Broker-Dealer’s receipt of payment from applicable investors shall be at the sole risk of the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a share of Shares will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3 of the Dealer Manager Agreement. Further, the Company has the sole right to: Participating Broker-Dealer Agreement 6 (i) determine and change the number and timing of closings, including the right to change the number and timing of closings after communicating the anticipated closing timing to the Participating Broker-Dealer; (ii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by all Participating Broker-Dealers per closing; (iii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by any one Participating Broker-Dealer per closing; and (iv) to limit the total number of shares of Series L Preferred Stock and/or Series M Preferred Stock sold by the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Broker-Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Broker-Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Broker-Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until If using Direct Settlement: When settling a purchase directly with the minimum offering of 5,400,000 Shares has been soldCompany, payments for Shares shall be made by checks payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original investor’s completed and executed Subscription Agreement, completed and executed by together with his or her subscription amount, shall be sent to the subscriber as provided for in address listed below. The subscription amount should be paid through a certified check or personal check payable to the order of “GWG Holdings, Inc.—Subscription Account” (or wire sent to the Subscription AgreementAccount). In lieu of paying by check, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein subscription amount may be wired to the contraryaccount referenced below. GWG Holdings, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income PropertiesInc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC or ARC Income Properties III▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, LLC▇▇ ▇▇▇▇▇ Wire Instructions GWG Holdings, the Inc. — Subscription Account Account: [●] Routing: [●] Bank Name: ▇▇▇▇ State Bank & Trust Soliciting Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. Agreement 4 (c) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares Units to the Escrow Agent Company by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of SharesUnits. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesUnits, forward both the Subscription Agreement and check for the purchase of Shares Units to the Escrow AgentCompany. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be promptly returned to the rejected subscriber within ten (10) Business Days from the date of rejectionsubscriber. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that State of New York are authorized or obligated by law or executive order to close. (d) If using DTC Settlement, the Soliciting Dealer Manager waives the escrow requirements pursuant to will coordinate for payment in connection with their electronically placed orders. In this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such timeregard, Soliciting Dealer shall forward each original check must have the ability and consent to allow investors to purchase the Units in the Offering and settle such purchase through DTC. Soliciting Dealer must utilize a participant in the DTC system. In such a case, a person desiring to purchase through DTC can place an order for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Units through Soliciting Dealer. In such case, Soliciting Dealer shall issue using this service will have an account with a check made payable DTC participant in which the investor’s funds will be placed to facilitate investor’s purchase in the Escrow Agent or Offering. Orders will be executed by Soliciting Dealer electronically and investors must coordinate with Soliciting Dealer’s registered representative to pay the Company in accordance with full purchase price for the foregoing provisions Units by the settlement date (i.e., the date on which the subscription agreement is accepted). Soliciting Dealer will place the order through DTC at the public offering price of this Section 5(b$1,000 less sales commission as set forth below: L Bond Term Sales Commission Net Asset Value1 2 years 3.25 % $ 967.50 3 years 4.25 % $ 957.50 5 years 4.90 % $ 951.00 7 years 5.00 % $ 950.00 (1) Offering price minus sales commission Soliciting Dealer may submit an indication of interest for a sale of Units by the [●] day of each month (i.e. the “order date”), as applicable.which indication of interest must be followed by an order. The final settlement date will be the date on which investor’s purchase is accepted and consummated, which is anticipated to occur on a monthly basis. Investor will be credited with ownership of Units on the settlement date. Investor’s purchase price for the Units purchased in this way will not be held in escrow. Soliciting Dealer Agreement 5 (ce) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject reject, in whole or in part, any subscription or order in their its sole discretion for any or no reason. Orders Subscriptions and orders not accompanied by the required instrument of payment for Shares Units may be rejected. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Shares in the Primary Offering will be required to complete and execute a Subscription Agreement and to deliver to the Soliciting Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser in the Primary Offering of $2,000 of Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Shares in the Primary Offering shall be $1,000 per transaction. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the such time as a minimum offering of 5,400,000 $2,000,000 in subscription funds for Shares has been soldreceived from investors (the “Minimum Offering”), payments for those persons who purchase Shares shall will be made instructed by the Soliciting Dealer to make their checks or other instruments of payment payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesIndependence Mortgage Trust” or a reasonable contractor or abbreviation thereof. Thereafter, Inc.” During such time, those persons who purchase Shares will be instructed by the Soliciting Dealer shall forward original to make their checks for the purchase other instrument of Shares together with an original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payment payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.Independence Mortgage Trust,” subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and be deposited into the Escrow Account, provided that such purchaser instruments of Shares executes and delivers payment not conforming to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A foregoing instructions shall be returned directly to the subscriber not later than the end of the second business day following receipt by the Soliciting Dealer Manager Agreementof such materials. When Subscription Agreements and instruments of payment received by the Soliciting Dealer’s Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) When, pursuant to the internal supervisory procedures are of the Soliciting Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Shares payment were initially received by Soliciting Dealer from the subscriber, then the Soliciting Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Shares to the Escrow Agent payment by the end of the next Business Day business day following receipt of the check Subscription Agreement and instrument of payment (i) prior to the satisfaction of the Minimum Offering, to the Escrow Agent, and (ii) following the satisfaction of the Minimum Offering, to Independence Mortgage Trust, Inc. at the address provided in the Subscription Agreement. . (ii) When, pursuant to the Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next Business Day business day following the Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase instrument of Sharespayment, forward both the Subscription Agreement and check for instrument of payment (i) prior to the purchase satisfaction of Shares the Minimum Offering, to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by , and (ii) following the Dealer Manager or satisfaction of the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription AgreementMinimum Offering, to American Realty Capital PropertiesIndependence Mortgage Trust, Inc., c/o DST Systems, Inc., Inc. at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for Units issued pursuant to the DRIP, Units may be sold only to investors who initially purchase a minimum of $5,000, or 500 Units, but investors who already own Units may make purchases for less than the minimum investment so long as such purchases are made in $1,000 increments. Larger subscriptions will be accepted in $1,000 increments (100 common units). With respect to Soliciting Dealer's ’s participation in any resales or transfers of the SharesUnits, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310. (b) Until the minimum offering of 5,400,000 Shares $1,000,000 in any combination of Class A Units and Class T Units has been sold, payments for Shares Units shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent escrow agent for American Realty Capital PropertiesAtlas Growth Partners, Inc.L.P.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares Units together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A., (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares Units were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Units and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, When Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares Units and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of SharesUnits, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the CompanyPartnership, then the Subscription Agreement and check for the purchase of Units will be promptly returned to the rejected subscriber within ten (10) Business Days from the date of rejectionsubscriber. Once the minimum offering of 5,400,000 Shares $1,000,000 in any combination of Class A Units and Class T Units has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares Units shall be made payable to “American Realty Capital PropertiesAtlas Growth Partners, Inc.L.P.” At such time, Soliciting Dealer shall forward each original check for the purchase of SharesUnits, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesAtlas Growth Partners, Inc.L.P., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company Partnership in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company Partnership or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedUnits. Issuance and delivery of a Share Unit will be made only after a sale of a Share Unit is deemed by the Company Partnership to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager Form of Soliciting Dealer Agreement 5 shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesTrust V, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesTrust V, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesTrust V, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's Financial Intermediary’s participation in any resales or transfers of the SharesPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Prospect Capital Properties, Inc.” During such time, Soliciting Dealer Corporation”. Financial Intermediary shall forward original checks for the purchase of Shares Preferred Stock together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber, Soliciting Dealer Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Shares Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock, forward both the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or As used in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).,

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's Financial Intermediary’s participation in any resales or transfers of the SharesPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Prospect Capital Properties, Inc.” During such time, Soliciting Dealer Corporation”. Financial Intermediary shall forward original checks for the purchase of Shares Preferred Stock together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber, Soliciting Dealer Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Shares Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock, forward both the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, Financial Intermediary will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Thus, for orders settled using DTC Settlement, Financial Intermediary acknowledges that once an order has become effective upon confirmation by the Company, Financial Intermediary may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company. After 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Financial Intermediary is expected to settle the trade as follows: (i) if Financial Intermediary has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Financial Intermediary has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Company and Financial Intermediary in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Financial Intermediary’s receipt of payment from applicable investors shall be at the sole risk of Financial Intermediary. Subscriptions and orders not accompanied by the required instrument of payment for Shares Preferred Stock may be rejected. Issuance and delivery of a Share share of Preferred Stock will be made only after a sale of a Share share of Preferred Stock is deemed by the Company to be completed in accordance with Section 3(c3(d) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer Financial Intermediary will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer Financial Intermediary fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer Financial Intermediary (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). (e) Notwithstanding the other provisions of this Section 5, the Dealer Manager and/or the Company have the sole right to determine and change without notice to Soliciting Dealer: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Soliciting Dealer; (ii) to limit the total amount of Series A1 Preferred Stock, Series M1 Preferred Stock and/or Series M2 Preferred Stock sold by all Soliciting Dealers per closing; (iii) to limit the amount of Series A1 Preferred Stock, Series M1 Preferred Stock and/or Series M2 Preferred Stock sold by Soliciting Dealer per closing; and (iv) to limit the total number of shares of Series A1 Preferred Stock, Series M1 Preferred Stock and/or Series M2 Preferred Stock sold by Soliciting Dealer.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesGlobal Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (1030) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesGlobal Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesGlobal Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer orDealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Participating Broker-Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Participating Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, If using DRS Settlement: (i) payments for Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesAshford Hospitality Trust, Inc.” During such time, Soliciting Participating Broker-Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting ; and (ii) when Participating Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Participating Broker-Dealer from the subscriber, Soliciting Participating Broker-Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Participating Broker-Dealer’s internal supervisory procedures, Soliciting Participating Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Broker-Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Participating Broker-Dealer’s receipt of the Subscription Agreement and check for the purchase of Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Shares, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Participating Broker-Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicableclose. (c) If using DTC Settlement, the Participating Broker-Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Further, the Company has the sole right to: Participating Broker-Dealer Agreement 6 (i) determine and change the number and timing of closings, including the right to change the number and timing of closings after communicating the anticipated closing timing to the Participating Broker-Dealer; (ii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by all Participating Broker-Dealers per closing; (iii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by any one Participating Broker-Dealer per closing; and (iv) to limit the total number of shares of Series L Preferred Stock and/or Series M Preferred Stock sold by the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Broker-Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Broker-Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Broker-Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB ▇▇▇▇▇ Fargo Bank, National Association, Escrow Agent for American Realty Capital PropertiesNew York Recovery REIT, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesNew York Recovery REIT, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesNew York Recovery REIT, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of $5,000 in Offered Shares. With respect to Soliciting Selected Dealer's ’s participation in any resales or transfers of the Offered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 23 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Conduct Rules. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments Payments for Offered Shares shall be made by checks payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.CION Investment Corporation.” During such time, Soliciting Selected Dealer shall promptly forward original checks for the purchase of Shares together with an original Subscription Agreement, each fully completed and executed by the subscriber as provided for in copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital, LLC ICON Capital, LLC c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by Selected Dealer to UMB BankICON Capital, National Association (the “Escrow Agent”) LLC at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent specified above no later than noon of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting next business day after receipt from Selected Dealer’s internal supervisory procedures are conducted at the site at which the customer by any member of, or person associated with, Selected Dealer of such payment, unless such Subscription Agreement and check payment are first forwarded to another of Selected Dealer’s offices for internal supervisory review (which shall take place within the purchase of Shares were initially received by Soliciting Dealer from the subscriberaforementioned time period), Soliciting Dealer in which event such other office shall transmit the complete its review and forward such Subscription Agreement and check for the purchase of Shares payment to the Escrow Agent by the end address listed above no later than noon of the next Business Day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Shares. The Final Review Office will, by the end of the next Business Day following business day after its receipt of the Subscription Agreement and check for the purchase of Shares, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreementthereof. Notwithstanding the foregoing, in accordance any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following Selected Dealer’s receipt of such check. The Dealer Manager will return directly to Selected Dealer any Subscription Agreement that is not accepted by the Company together with the applicable Exchange Act Rules related subscription payment within two business days of Dealer Manager’s receipt of same for Selected Dealer’s prompt return of same to its customer. Unless and Regulationsuntil an event requiring a refund occurs, if Soliciting Dealer an investor will have no right to withdraw his or her subscription payment from escrow. The Company has net capital reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. The Company will continue to accept subscriptions for additional Offered Shares during the remainder of $250,000 or morethe Offering Period and to admit as stockholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions anticipation that Closing Dates will occur as frequently as weekly, but not less frequently than twice each month, and promptly following the end of this Section 5(b), as applicablethe Offering Period or earlier termination of the Offering. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their its sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Offered Shares may be rejected. Issuance and delivery of a an Offered Share will be made only after a sale of a an Offered Share is deemed by the Company to be completed in accordance with Section 3(c) 8.5 of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Selected Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore fees previously paid with respect to such order, order and, if Soliciting Selected Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned owed against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Selected Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB ▇▇▇▇▇ Fargo Bank, National Association, Escrow Agent for American Realty Capital PropertiesHealthcare Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesHealthcare Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesHealthcare Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesHealthcare Trust III, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesHealthcare Trust III, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesHealthcare Trust III, Inc., c/o DST SystemsAmerican National Stock Transfer, Inc.LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer's Financial Intermediary’s participation in any resales or transfers of the SharesPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, payments If using DRS Settlement: (i) Payments for Shares Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Prospect Capital Properties, Inc.” During such time, Soliciting Dealer Corporation”. Financial Intermediary shall forward original checks for the purchase of Shares Preferred Stock together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. ; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber, Soliciting Dealer Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Shares Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of SharesPreferred Stock, forward both the Subscription Agreement and check for the purchase of Shares Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable.close; and (c) If using DTC Settlement, Financial Intermediary will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Thus, for orders settled using DTC Settlement, Financial Intermediary acknowledges that once an order has become effective upon confirmation by the Company, Financial Intermediary may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company. After 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Financial Intermediary is expected to settle the trade as follows: (i) if Financial Intermediary has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Financial Intermediary has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Company and Financial Intermediary in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Financial Intermediary’s receipt of payment from applicable investors shall be at the sole risk of Financial Intermediary. Subscriptions and orders not accompanied by the required instrument of payment for Shares Preferred Stock may be rejected. Issuance and delivery of a Share share of Preferred Stock will be made only after a sale of a Share share of Preferred Stock is deemed by the Company to be completed in accordance with Section 3(c3(d) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer Financial Intermediary will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer Financial Intermediary fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer Financial Intermediary (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). (e) Notwithstanding the other provisions of this Section 5, the Dealer Manager and/or the Company have the sole right to determine and change without notice to Soliciting Dealer: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Soliciting Dealer; (ii) to limit the total amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock, Series M3 Preferred Stock, Series A4 Preferred Stock and/or Series M4 Preferred Stock sold by all Soliciting Dealers per closing; (iii) to limit the amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock, Series M3 Preferred Stock, Series A4 Preferred Stock and/or Series M4 Preferred Stock sold by Soliciting Dealer per closing; and (iv) to limit the total number of shares of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock, Series M3 Preferred Stock, Series A4 Preferred Stock and/or Series M4 Preferred Stock sold by Soliciting Dealer.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 125 Shares for $2,500 or a minimum of 50 shares for $1,000 if the investor is purchasing through an ▇▇▇ or other qualified account. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $1,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB LegacyTexas Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” United Development Funding IV”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association LegacyTexas Bank (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the CompanyTrust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $1,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” United Development Funding IV”. At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc.United Development Funding IV, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company Trust in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company Trust or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company Trust to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Participating Broker-Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Participating Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) Until the minimum offering of 5,400,000 Shares has been sold, If using DRS Settlement: (i) payments for Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesBraemar Hotels & Resorts, Inc.” During such time, Soliciting Participating Broker-Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting ; and (ii) when Participating Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Participating Broker-Dealer from the subscriber, Soliciting Participating Broker-Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Participating Broker-Dealer’s internal supervisory procedures, Soliciting Participating Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Broker-Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Participating Broker-Dealer’s receipt of the Subscription Agreement and check for the purchase of Shares. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Shares, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Participating Broker-Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 Shares has been sold As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the event that the Dealer Manager waives the escrow requirements pursuant State of New York are authorized or obligated by law or executive order to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed and executed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicableclose. (c) If using DTC Settlement, the Participating Broker-Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer ManagerCompany, each of which reserve reserves the right to reject any subscription or order in their its sole discretion for any or no reason. Orders Further, the Company has the sole right to: (i) determine and change the number and timing of closings, including the right to change the number and timing of closings after communicating the anticipated closing timing to the Participating Broker-Dealer, (ii) to limit the total amount of Series E Preferred Stock and/or Series M Preferred Stock sold by all Participating Broker-Dealers per closing; (iii) to limit the total amount of Series E Preferred Stock and/or Series M Preferred Stock sold by any one Participating Broker-Dealer per closing; and (iv) to limit the total number of shares of Series E Preferred Stock and/or Series M Preferred Stock sold by the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Broker-Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Broker-Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Broker-Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National Association, Escrow Agent ▇▇▇▇▇ Fargo Bank as agent for American Realty Capital Properties, Inc.” Business Development Corporation of America. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein If the minimum amount has not been obtained prior to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLCtermination date, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Propertiesshall, Inc.” and be promptly within a reasonable time following the termination date, but in no event more than thirty (30) days after the termination date, refund to each investor by check funds deposited into in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form list of Exhibit A to the Dealer Manager Agreementinvestors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $2,500,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.Business Development Corporation of America.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties, Inc.Business Development Corporation of America, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesP▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Grocery Center REIT II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharessuch check. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesP▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Grocery Center REIT II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, completed completed, executed and executed appropriately initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesP▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Grocery Center REIT II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve reserves the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Shares may be rejectedShares. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate ▇▇▇ or other qualified accounts. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesDaily Net Asset Value Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (1030) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesDaily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesDaily Net Asset Value Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or a minimum increments of 100 Shares for $1,000 if the investor is purchasing through an ▇▇▇ or other qualified account, subject to certain state requirements as described in the Prospectus. With respect to Soliciting Dealer's ’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) Until the minimum offering of 5,400,000 $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank▇▇▇▇▇ Fargo, National AssociationNA, Escrow Agent for American Realty Capital Properties, Inc.” ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Shopping Center REIT”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank▇▇▇▇▇ Fargo, National Association NA (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) Business Days 10 business days from the date of rejection. Once the minimum offering of 5,400,000 $2,500,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital Properties▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Shopping Center REIT, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, checks together with each an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital Properties▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Shopping Center REIT, Inc., c/o DST Systems, Inc.[ ], at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate I▇▇ or other qualified accounts. With respect to Soliciting Dealer's participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of 5,400,000 $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, National AssociationN.A., Escrow Agent for American Realty Capital PropertiesHealthcare Trust II, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Shares together with an original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Shares were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Shares to the Escrow Agent by the end of the next Business Day business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next Business Day business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Sharescheck. The Final Review Office will, by the end of the next Business Day business day following its receipt of the Subscription Agreement and check for the purchase of Sharescheck, forward both the Subscription Agreement and check for the purchase of Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (1030) Business Days business days from the date of rejection. Once the minimum offering of 5,400,000 $2,000,000 in Shares has been sold or sold, subject to any continuing escrow obligations imposed by certain states as described in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) aboveProspectus, payments for Shares shall be made payable to “American Realty Capital PropertiesHealthcare Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Sharescheck, together with each original Subscription Agreement, completed executed and executed initialed by the subscriber as provided for in the Subscription Agreement, to American Realty Capital PropertiesHealthcare Trust II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).