FIRST AMENDMENT TO


 


ADVISORY AGREEMENT 


 


This FIRST AMENDMENT
TO ADVISORY AGREEMENT is entered into as of April 13, 2012, among American Realty Capital Daily Net Asset Value Trust, Inc. (the
“Company”), American Realty Capital Operating Partnership II, L.P. (the “OP”) and American
Realty Capital Advisors II, LLC (the “Advisor”).


 


RECITALS


 


WHEREAS, the
Company, the OP and the Advisor entered into that certain Advisory Agreement (the “Advisory Agreement”), dated
as of August 15, 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 1.0% per annum, payable on the first business day of each
month for the respective current month in the amount of 0.0625% of the monthly average of daily NAV for the preceding monthly period.
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 DAILY NET ASSET VALUE TRUST, INC.
	 	 	 
	 	By:	    /S/Edward M. Weil
	 	 	Name:  Edward M. Weil, Jr.
	 	 	Title:    President


 


	 	AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P.
	 	 	 
	 	By:	American Realty Capital Daily Net Asset Value

 Trust, Inc.,
	 	 	its General Partner


 


	 	By:	   /S/Edward M. Weil
	 	 	Name:  Edward M. Weil, Jr.
	 	 	Title:    President


 


	 	AMERICAN REALTY CAPITAL ADVISORS II,

 LLC
	 	 	 
	 	By:	American Realty Capital Trust II Special Limited

 Partner, LLC,
	 	 	its Member


 


	 	By:	AR Capital, LLC,
	 	 	its Managing Member


 


	 	By:	   /S/ Nicholas S. Schorsch
	 	 	Name: Nicholas S. Schorsch
	 	 	Title:   Authorized Signatory