FIRST AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P.


 


THIS FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P. (this "Amendment"),
is made this November, by and between, AMERICAN REALTY CAPITAL DAILY NET ASSED VALUE TRUST, 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 II, L.P. dated as of August 15, 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 DAILY NET

        ASSET VALUE TRUST, INC., a Maryland

        corporation

	 	 	 	 
	 	By: 	  /s/ William M. Kahane
	 	 	Name: William M. Kahane	 
	 	 	Title: President	 
	 	 
	 	INITIAL LIMITED PARTNER:
	 	 
	 	
        AMERICAN REALTY CAPITAL ADVISORS II,

        LLC, a Delaware limited liability company,

	 	 	 
	 	By:	American Realty Capital Trust II Special
	 	 	Limited Partner, LLC, its Member


 


	 	 	By:	AR Capital LLC, LLC, its Managing
	 	 	 	  Member
	 	 	 	 	 
	 	 	 	By:	  /s/ William M. Kahane
	 	 	 	 	Name: William M. Kahane
	 	 	 	 	Title: President


 


	 	SPECIAL LIMITED PARTNER:
	 	 
	 	
        AMERICAN REALTY CAPITAL TRUST II

        SPECIAL LIMITED PARTNER, LLC, a Delaware

        limited liability company

	 	 	 
	 	By:	AR Capital LLC, 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	 	Type of Interest	 	 	Capital
 Contribution	 	 	Number of

Partnership

Units	 	 	Percentage
 Interest	 
	American Realty Capital Trust	 	 	General Partnership	 	 	$	200,000	 	 	 	20,000	 	 	 	99.01	%
	III, Inc.	 	 	Interest	 	 	 	 	 	 	 	 	 	 	 	 	 
	405 Park Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10022	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Realty Capital	 	 	Limited Partnership	 	 	$	2000	 	 	 	200	 	 	 	0.99	%
	Advisors 111, LLC	 	 	Interest	 	 	 	 	 	 	 	 	 	 	 	 	 
	405 Park Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10022	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Realty Capital Trust	 	 	Subordinated 15%	 	 	 	None	 	 	 	Not	 	 	 	Not	 
	III Special Limited Partner, LLC	 	 	interest in	 	 	 	 	 	 	 	applicable	 	 	 	applicable	 
	405 Park Avenue	 	 	distributions	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York, New York 10022	 	 	described in Sections	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.1(b), 5.1(c) and	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.1(d)