AGREEMENT FOR TRANSFER OF MEMBERSHIP INTERESTS

THIS AGREEMENT FOR TRANSFER OF MEMBERSHIP INTERESTS (this “ Agreement ”) entered into as of September 16, 2008 between ARC GROWTH FUND I, LLC, a Delaware limited liability company (“ Seller ”), and AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“ Buyer ”).

Seller is the sole member of ARC WBPBFL0001, LLC, a Delaware limited liability company (the “ Company ”). The Company is a single-purpose entity created for the purpose of owning, operating and managing that certain tract or parcel of land more particularly described in Exhibit “A” attached hereto (the “ Land ”) and those certain improvements commonly known as 289 South Pompano Parkway, Pompano Beach, FL.

The Company currently leases the Land and improvements located thereon to National City Bank (the “ Tenant ”), pursuant to that certain lease agreement more particularly described in Exhibit “B” attached hereto (the “ Lease ”).

Buyer desires to purchase from Seller, and Seller desires to sell and transfer all of its right, title and interest in and to the Company to Buyer subject to the terms and provisions of this Agreement.

1.   Transfer of Membership Interests . Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right title and interest in and to Seller’s membership interests in the Company (the “ Membership Interest ”), as set forth in the Limited Liability Company Agreement for the Company, a copy of which is attached hereto as Exhibit “C”.

2.   Representations and Warranties of Seller . Seller represents and warrants to Buyer as of the date hereof and as of the Closing as follows:

(a)   Ownership of Membership Interest . Seller is the sole owner of the Membership Interest. Seller owns the Membership Interest free and clear of all liens, encumbrances, claims or restrictions on transfer or voting, other than restrictions on transfer imposed by the terms of the Loan, and federal and state securities laws. At all times between the date of formation of the Company and the Closing Date, Seller has constituted and shall constitute the sole holder of the Membership Interest.

(b)   Authority of Seller . Subject to obtaining the consent of Lender (as hereinafter defined) to the transaction contemplated by this Agreement (the “ Transaction ”), Seller has the right, power and authority to enter into this Agreement and to consummate the Transaction. This Agreement is a valid and legally binding obligation of Seller, enforceable in accordance with its terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as enforcement is subject to the laws of equity. Subject to obtaining Lender’s consent to the Transaction, the execution by Seller of this Agreement and consummation of the Transaction does not, and as of the Closing will not, result in the breach of any of the terms and provisions of, or constitute a default under any document to which Seller or the Company is a party.

(c)   Assets of the Company . The assets of the Company are more particularly described in Exhibit "D", attached hereto (the " Property ").

(d)   The Loan . Seller represents and warrants that the Property is encumbered by that certain loan in the principal amount of up to $32,000,000.00 (the “ Loan ”) by KBC Bank, N.V. (together with its successors and assigns, the “ Lender ”).

(e)   Due Formation of Seller . Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware.

(f)   The Membership Interests . The Membership Interest comprises all of the economic interest in the Company.

(g)   Bankruptcy . Neither Seller nor the Company is the subject of or a party to any state or federal bankruptcy or insolvency proceeding. Neither Seller nor the Company is contemplating either (i) the filing of a petition by it under any state or federal bankruptcy or insolvency laws, or (ii) the liquidation of all or a major portion of the assets of Seller or the Company.

(h)   Due Formation of Company . The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in, and in good standing under the laws of the State of Florida. The Company has not transacted business in any state other than the State of Florida. The Company has the requisite power and authority to conduct its business as now conducted and to own the Property.

(i)   Litigation . There are no pending or, to Seller’s knowledge, threatened or contemplated actions, suits, proceedings, arbitrations, claims or governmental investigations which affect, or may affect, the Company or the Property or the Membership Interest.

(j)   FIRPTA . Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code.

The representations and warranties contained in this Section 2 shall survive the Closing for a period of six (6) months following the Closing.

To the extent that Seller makes representations and warranties “to Seller’s knowledge” or the like, such representations and warranties are made without due inquiry and are limited solely to the knowledge of William Kahane. William Kahane shall not have any liability hereunder in connection with such representations or warranties.

3.   Representations and Warranties of the Buyer . Buyer hereby represents and warrants to Seller, that:

(a)   Authority of Buyer . Buyer is a limited partnership validly existing and in good standing under the laws of the State of Delaware. Buyer has the right, power and authority to enter into this Agreement and to consummate the Transaction. This Agreement is a valid and legally binding obligation of Buyer, enforceable in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as enforcement is subject to the laws of equity. The execution by Buyer of this Agreement and consummation of the Transaction does not, and, as of the Closing, will not, result in the breach of any of the terms and provisions of, or constitute a default under any document to which Buyer is a party.

(b)   Litigation . There are no pending or, to Buyer’s knowledge, threatened or contemplated actions, suits, proceedings, arbitrations, claims or governmental investigations which affect, or may affect, the ability of the Buyer to consummate the Transaction contemplated hereby.

(c)   Consents and Approvals . The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or other action by, or declaration, filing or registration with, or notification to, any governmental agencies or bodies.

Except as expressly provided otherwise in this Section 3, the representations and warranties contained in this Section 3 shall survive the Closing.

4.   Purchase Price . The purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the Membership Interest shall be THREE MILLION SIX HUNDRED SIXTY THREE THOUSAND SEVEN HUNDRED EIGHTY SIX AND NO/100 DOLLARS ($3,663,786.00). The total Purchase Price shall be payable as follows:

(a)   By cash or immediately available funds, or by check subject to collection, to the order of Chicago Title Insurance Company (in this capacity, “ Escrow Agent ”) located at Suite 2550, 1601 Market Street, Philadelphia, PA 19103, Attention: Edwin G. Ditlow, Tel: (215) 568-4889, Fax: (215) 568-4880, in the amount of ONE HUNDRED EIGHTY THREE THOUSAND ONE HUNDRED NINETY AND NO/100 DOLLARS ($183,190.00) (the “ Deposit ”), simultaneously with the execution and delivery of this Agreement by Buyer to Seller to be held in accordance with the terms of this Agreement and Escrow Agent’s standard escrow instructions. The Deposit shall be non-refundable.

(b)   By unendorsed bank check or certified check to the order of Escrow Agent, drawn on a bank that is a member of the New York Clearing House Association, or, at Seller’s option, by wire transfer of immediately available funds for the difference between the Purchase Price minus the Deposit on the Closing Date for the balance of the Purchase Price, subject to adjustment as hereinafter provided, on the Closing Date.

5.   Conditions Precedent .   Seller’s obligation to Close is contingent upon Seller having obtained the written approval of Lender to the Transaction.

6.   Closing and Closing Date . The consummation of the transfer by Seller to Buyer of the Membership Interest (the “ Closing ”) shall take place through escrow at the offices of Escrow Agent on the later of (i) October 17, 2008 or (ii) the date which is three (3) business days after the Lender approves the Transaction (oral confirmation by Lender with written confirmation by Lender being delivered at Closing shall be deemed sufficient) (the “ Closing Date ”). TIME BEING OF THE ESSENCE WITH RESPECT TO THE CLOSING DATE.

7.   Liabilities of the Company . Buyer acknowledges the existence of the liabilities of the Company under the Permitted Exceptions (as defined in Section 8 herein) and the Lease, and provided that the Transaction closes in accordance with Section 6 herein, agrees to accept the Membership Interest and the Property subject to all the terms and conditions contained in the Permitted Exceptions and the Lease.

8.   Title to the Property . At the Closing, the Company shall hold fee simple title to the Land and Improvements, respectively, subject only to exceptions to title described in the title insurance policy (the “ Permitted Exceptions ”) and real estate taxes, sewer charges and assessments which are a lien but not yet due and payable.

9.   Closing Costs . Subject to the limitations set forth below, Seller shall pay deed transfer and/or stamp taxes, if any. All charges and expenses relating to any loan secured by the Property obtained after the Closing shall be payable by Buyer. Escrow fees payable to Escrow Agent shall be split 50/50 between Seller and Buyer. Each party shall pay its own legal and attorneys’ fees.

10.   Proration . Net rent due under the Lease, to the extent the same is payable upon the Closing (computed as accrued Basic Rent (as defined in the Lease) shall be apportioned as of the date of the Closing. No other apportionments shall be made at the Closing.

11.   No Other Representations . Except for the representations and warranties of Seller in this Agreement, it is expressly agreed that Buyer shall accept the Property, in its present condition, “AS IS”, “WHERE IS” and “WITH ALL FAULTS”, subject to all patent and latent defects and faults, if any, with no representation or warranty by Seller as to the fitness, suitability, merchantability, habitability, or usability, including but not limited to, (a) the quality or condition of all improvements and the real property, including without limitation, the water, soil and geology, (b)   any construction defects, errors, omissions or on account of any other conditions affecting the Land and Improvements, (c) the manner of operating the Land or Improvements and the expenses related thereto, (d) the compliance of the Land or Improvements with any laws, rules, ordinances or regulations of any governmental body; and (e) the nature and extent of any recorded servitudes, rights-of-way, leases, possession, liens, encumbrances, licenses, reservations, conditions or otherwise.

12.   Brokers Fees . Seller and Buyer represent and warrant each to the other that they have not dealt with any broker or realtor in connection with the Transaction. In the event of a breach of the foregoing warranties, the breaching party agrees to save, defend, indemnify and hold harmless the non breaching party from and against any claims, losses, damages, liabilities and expenses, including but not limited to attorneys’ fees.

13.   Closing Documents .

(a)   At Closing, Seller shall deliver to Escrow Agent the following:

(i)   A duly executed Assignment and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this Agreement;

(ii)   A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person;

(iii)   Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer;

(iv)   Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reaso