FIRST AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P.


THIS FIRST AMENDMENT
TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. (this “Amendment”),
is made this January 25, 2012, by and among, AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner
(the “General Partner”) and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company
(the “Initial Limited Partner”).


WHEREAS, the
General Partner and the Initial Limited Partner entered into that certain Agreement of Limited Partnership of American Realty Capital
Operating Partnership III, L.P. dated as of March 31, 2011 (the “Agreement”). Buyer and Seller wish to
amend the Agreement as provided herein.


NOW, THEREFORE,
in consideration of the mutual promise contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree that the Agreement shall be amended as follows:


1.     
Exhibit A to the Agreement is hereby deleted in its entered and replaced with Exhibit A attached hereto.


 


2.     
Miscellaneous. Except as expressly modified hereby, the terms of the Agreement as previously amended, shall remain in full
force and effect as written. Any capitalized term used in this Agreement and not otherwise defined herein, shall have the meaning
ascribed to such term in the Agreement. This Amendment may be executed in any number of counterparts, each of which shall be deemed
an original and all of which, when taken together shall constitute on agreement.


 


Signatures appear on following
pages.



    	 



    	 



    
 


IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the day and year first set forth above.


 





	 	GENERAL PARTNER:
	 	 
	 	AMERICAN REALTY CAPITAL TRUST III, INC.,
 a Maryland corporation
	 	 
	 	By:	/s/ William M. Kahane	 
	 	 	Name:  William M. Kahane	 
	 	 	Title:   President	 
	 	 	 	 
	 	 	 	 







	 	INITIAL LIMITED PARTNER:
	 	 
	 	AMERICAN REALTY CAPITAL ADVISORS III, LLC, 
 a Delaware limited liability company,
	 	 
	 	By:	American Realty Capital Trust III Special Limited Partner, LLC, its Member
	 	 
	 	 	By:	American Realty Capital II, LLC, its Managing Member
	 	 
	 	 	 	By:	s/ William M. Kahane	 
	 	 	 	 	Name:  William M. Kahane
	 	 	 	 	Title:   President
	 	 	 	 	 








    	 



    	 



    



Exhibit A

Partners’ Contributions and Partnership Interests


	Name and Address of Partner	Type of Interest	Capital
 Contribution	Number of
 Partnership
 Units	Percentage
 Interest
	American Realty Capital Trust III, Inc.
 405 Park Avenue
 New York, New York 10022	General Partnership Interest	$200,000	20,000	99.01%
	
        American Realty Capital Advisors III, LLC

        405 Park Avenue

        New York, New York 10022
	Limited Partnership Interest	$200	20	0.99%
	
        American Realty Capital Trust III Special Limited
        Partner, LLC

        405 Park Avenue

        New York, New York 10022
	Subordinated 15% interest in distributions described in Sections 5.1(b), 5.1(c) and 5.1(d)	None	
        Not

        applicable
	
        Not

        applicable