Exhibit 10.1


 


THIRD AMENDMENT TO SERVICES AGREEMENT


 


 


This Second Amendment
to the Services Agreement, dated as of February 4, 2015 (this “Amendment”), is made and entered into among AR
Capital, LLC, a Delaware limited liability company (the “Company”), and RCS ADVISORY SERVICES, LLC, a
Delaware limited liability company (the “Service Provider”).


 


RECITALS


 


The Service Provider
and the Company are parties to that certain services agreement (the “Agreement”), dated as of June 10, 2013,
as amended from time to time; and


 


The Service Provider
and the Company desire to amend the Agreement, as set forth in greater detail below;


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Company and Service Provider,
for themselves and their respective successors and permitted assigns, hereby agree as follows:


 


1.Annex A
to the Agreement is hereby deleted and replaced with the new Annex A attached to this Amendment.


 


2. Effect on the
Exchange Agreement. Except as specifically amended by this Amendment, the Agreement shall remain
in full force and effect and the Agreement, as amended by this Amendment, is hereby ratified and affirmed in all respects. On
and after the date hereof, each reference in the Agreement to “this Agreement,” “herein,” “hereunder”
or words of similar import shall mean and be a reference to the Agreement as amended by this Amendment. 


 


3.Governing
Law. This Amendment shall be governed by, construed and enforced in accordance with the law of the State of New York, without
regard to the conflicts of law rules of such state.


 


4.Counterparts.
This Amendment may be executed (including by facsimile transmission with counterpart pages) in one or more counterparts, each of
which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood
that both Parties need not sign the same counterpart.


 


 


 


[signature page follows]




 






    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have caused
this Amendment to be signed by their respective officers hereunto duly authorized, all as of the date first above written.


 


AR CAPITAL, LLC


 


		By:	/s/   Jesse C. Galloway             



Name: Jesse C. Galloway

Title:  Chief Executive Officer


 


 


RCS ADVISORY SERVICES, LLC


 


		By:	RCS Capital Corporation, its



Managing Member


 


 


		By:	/s/   James A. Tanaka               



Name: James A. Tanaka


Title:  Authorized Signatory





 






    	 



    	 



    

 


Annex A


 


SERVICE RECIPIENTS


 


American Realty Capital – Retail Centers of America, Inc.


American Realty Capital – Retail Centers of America II,
Inc.


American Realty Capital Daily Net Asset Value Trust, Inc.


American Realty Capital Global Trust, Inc.


American Realty Capital Global Trust II, Inc.


American Realty Capital Healthcare Trust II, Inc.


American Realty Capital Healthcare Trust III, Inc.


American Realty Capital Hospitality Trust, Inc.


American Realty Capital New York City REIT, Inc.


American Realty Capital New York City REIT II, Inc.


American Realty Capital Trust V, Inc.


AR Capital Acquisition Corp.


AR Capital Partners Fund GP, LLC


ARC Realty Finance Trust, Inc.


Business Development Corporation of America


Business Development Corporation of America II


BDCA Venture, Inc.


BDCA Venture II, Inc.


New York REIT, Inc.