Exhibit 10.12


 


FIRST AMENDMENT TO SERVICES AGREEMENT


 


This First Amendment
to the Services Agreement, dated as of September 30, 2014 (this “Amendment”), is made and entered into among
REALTY CAPITAL SECURITIES, LLC, a Delaware limited liability company, RCS ADVISORY SERVICES, LLC, a Delaware limited liability
company and AMERICAN NATIONAL STOCK TRANSFER, LLC, a Delaware limited liability company (collectively, the “Original Company
Parties”), RCS CAPITAL CORPORATION, a Delaware corporation and the indirect parent of the Original Company Parties (the
Original Company Parties and RCS Capital Corporation are hereinafter referred to as, the “Company”), and AMERICAN
REALTY CAPITAL ADVISORS, LLC, a Delaware limited liability company, and ARC ADVISORY SERVICES, LLC, a Delaware limited liability
company (collectively, the “Service Provider”).


 


RECITALS


 


The Original Company
Parties and the Service Provider are parties to that certain services agreement (the “Agreement”), dated as of June
4, 2014; and


 


The Original Company
Parties and the Service Provider 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, the Company and the Service
Provider, for themselves and their respective successors and permitted assigns, hereby agree as follows:


 


1.          The
definition of the “Company” is hereby amended and replaced with:


 


RCS Capital Corporation, a
Delaware corporation (NYSE: RCAP) and its subsidiaries (collectively, the “Company”).


 


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.


 


AMERICAN REALTY CAPITAL ADVISORS, LLC


 


	By:	/s/   Jesse C. Galloway	 
	 	Name:   Jesse C. Galloway	 
	 	Title:    Authorized Signatory 	 


 


	ARC ADVISORY SERVICES, LLC


 


	By:	/s/   Jesse C. Galloway	 
	 	Name:   Jesse C. Galloway	 
	 	Title:    Authorized Signatory 	 


 


	RCS CAPITAL CORPORATION 


 


	By:	/s/   James A. Tanaka	 
	 	Name:  James A. Tanaka	 
	 	Title:   Authorized Signatory 	 


 


REALTY CAPITAL SECURITIES, LLC


RCS ADVISORY SERVICES, LLC


AMERICAN NATIONAL STOCK TRANSFER


 


	By:	RCS Capital Corporation, its 

managing member


 


	By:	/s/   James A. Tanaka	 
	 	Name:  James A. Tanaka	 
	 	Title:   Authorized Signatory