SECOND AMENDMENT TO


 


ADVISORY AGREEMENT 


 


This SECOND AMENDMENT
TO ADVISORY AGREEMENT is entered into as of April 13, 2012, among American Realty Capital Healthcare Trust, Inc. (the “Company”),
American Realty Capital Healthcare Trust Operating Partnership, L.P. (the “OP”) and American Realty Capital
Healthcare 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 18, 2011, as amended on June 23, 2011; and


 


WHEREAS, pursuant
to Section 24 of the Advisory Agreement, the Company, the OP and the Advisor desire to make certain amendments to the Advisory
Agreement.


 


NOW, THEREFORE,
in consideration of the premises made hereunder, and for good and valuable consideration, 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 1 of the Advisory Agreement. Effective April 13, 2012, Section 1 of the Advisory Agreement is hereby
supplemented by adding the following definition:



 


“NAREIT FFO”
means funds from operations, or FFO, consistent with the standards established by the White Paper on FFO approved by the Board
of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, as revised in February 2004 and as modified
by NAREIT from time to time.


 


		2.	Amendment to Section 10(d) of the Advisory Agreement. Effective April 13, 2012, Section 10(d) of the Advisory Agreement
is hereby replaced in its entirety with the following:



 


“(d)Asset Management
Fee. The Company shall pay an Asset Management Fee to the Advisor or its assignees as compensation for services
rendered in connection with the management of the Company’s assets in an amount equal to 0.75% per annum of Average
Invested Assets; provided, however, that the Asset Management Fee shall be reduced by any amounts payable as an
Oversight Fee (as defined in the Management Agreement), such that the aggregate of the Asset Management Fee and the Oversight
Fee does not exceed 0.75% per annum of Average Invested Assets. The Asset Management Fee is payable on the first business day
of each month for the respective current month in the amount of 0.0625% of Average Invested Assets of such date. The Asset
Management Fee will be reduced to the extent that NAREIT FFO, as adjusted, during the six months ending on the last day of
the calendar quarter immediately preceding the date that such Asset Management Fee is payable, is less than the Distributions
declared with respect to such six month period. For purposes of this determination, NAREIT FFO, as adjusted, is NAREIT FFO
adjusted to (i) include acquisition fees and related expenses which is deducted in computing NAREIT FFO; and (ii) include
non-cash restricted stock grant amortization, if any, which is deducted in computing NAREIT FFO.”


 


[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.


 


	AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.
	 	 	 	 
	By:	/S/Edward M. Weil	 
	 	Name:	Edward M. Weil, Jr.	 
	 	Title:	President	 
	 	 	 	 
	AMERICAN REALTY CAPITAL HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.
	 	 	 	 
	By:	American Realty Capital Healthcare Trust, Inc.,
	 	 	 	 
	 	its General Partner
	 	 	 	 
	By:	/S/Edward M. Weil	 
	 	Name:	Edward M. Weil, Jr.	 
	 	Title:	President	 
	 	 	 	 
	AMERICAN REALTY CAPITAL HEALTHCARE ADVISORS, LLC
	 	 	 	 
	By:	American Realty Capital Healthcare Trust Special Limited Partner, LLC,
	 	 	 	 
	 	its Member
	 	 	 	 
	By:	American Realty Capital Trust V, LLC,
	 	 	 	 
	 	its Managing Member
	 	 	 	 
	By:	/S/ Nicholas S. Schorsch	 
	 	Name:	Nicholas S. Schorsch	 
	 	Title:	Authorized Signatory