FIRST AMENDMENT TO ADVISORY AGREEMENT

EX-10.5 8 v344410_ex10-5.htm EXHIBIT 10.5

 

FIRST AMENDMENT TO

 

ADVISORY AGREEMENT  

 

This FIRST AMENDMENT to ADVISORY AGREEMENT is entered into as of March 11, 2013, by and among, ARC Realty Finance Trust, Inc. (the “Company”), ARC Realty Finance Operating Partnership, L.P. (the “OP”) and ARC Realty Finance Advisors, LLC (the “Advisor”).

 

RECITALS

 

WHEREAS, the Company, the OP and the Advisor entered into that certain Advisory Agreement (the “Advisory Agreement”), dated as of February 12, 2013; and

 

WHEREAS, pursuant to Section 25 of the Advisory Agreement, the Company, the OP and the Advisor desire to make a certain amendment to the Advisory Agreement.

 

NOW, THEREFORE, in consideration of the premises made hereunder, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.Amendment to Section 11(a)(i) of the Advisory Agreement. Section 11(a)(i) of the Advisory Agreement is hereby replaced in its entirety with the following:

 

“i. Organization and Offering Expenses, including third-party due diligence fees related to the Primary Offering, as set forth in detailed and itemized invoices; provided, however, that the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount of Organization and Offering Expenses paid by the Company and the Operating Partnership to exceed two percent (2.0%) of the Gross Proceeds raised in all Primary Offerings;”

 

[Signature page follows.]

 

 
 

 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this agreement as of the date first set forth above.

 

  ARC REALTY FINANCE TRUST, INC.
       
  By: /s/ Nicholas S. Schorsch
    Name: Nicholas S. Schorsch
    Title: Chief Executive Officer

 

  ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.
   
  By: ARC Realty Finance Trust, Inc., its general partner
       
  By: /s/ Nicholas S. Schorsch
    Name: Nicholas S. Schorsch
    Title: Chief Executive Officer

 

  ARC REALTY FINANCE ADVISORS, LLC
     
  By: ARC Realty Finance Special Limited Partnership,
LLC, its sole member
     
  By: American Realty Capital VIII, LLC, its sole
member
     
  By:   AR Capital, LLC, its sole member

 

  By: /s/ Nicholas S. Schorsch
    Name: Nicholas S. Schorsch
    Title: Manager