ARCP

The Dealer Manager (Realty Capital Securities, LLC) is an Affiliate of the Company and the Sponsor, creating a conflict of interest in the distribution of Shares since the Dealer Manager earns Selling Commissions from an offering it is affiliated with.

“'DEALER MANAGER' means Realty Capital Securities, LLC, an Affiliate of the Company, or such other Person selected by the Board to act as the dealer manager for an Offering.”

The Company is expressly permitted to invest in Joint Ventures with the Sponsor, Advisor, Directors or their Affiliates, subject only to majority Independent Director approval that the terms are fair and substantially the same as those received by other joint venturers. This creates ongoing related-party conflict risk.

“The Company may invest in Joint Ventures with the Sponsor, the Advisor, one (1) or more Directors or any of their Affiliates only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Company and on substantially the same terms and conditions as those received by the other joint venturers.”

The charter expressly permits the Company to purchase or lease Assets from the Sponsor, Advisor, Directors, officers or their Affiliates (and vice versa), subject to Independent Director approval. These bi-directional related-party transactions at potentially above-cost prices represent a material conflict of interest.

“The Company may purchase or lease an Asset or Assets from the Sponsor, the Advisor, a Director, an officer or any Affiliate thereof or certain of our Stockholders upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction (i) that such transaction is fair and reasonable to the Company and (ii) that such transaction is at a price to the Company no greater than the cost of the Asset to such Sponsor, Advisor, Director, officer, Stockholder or Affiliate or, if the price to the Company is in excess of such cost, substantial justification exists for the excess and the excess is reasonable.”