Second Amendment, dated as of November 4, 2020, to Amended and Restated Property Management Agreement, by and among American Finance Trust, Inc., American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, L.P

THIS SECOND AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Amendment”), is entered into as of November 4, 2020, by and among AMERICAN FINANCE TRUST, INC., a Maryland corporation (the “Company”) and AMERICAN FINANCE PROPERTIES, LLC, a Delaware limited liability company (the “Property Manager”), and each Delaware limited liability company that is a signatory to this Amendment (each, an “Owner Subsidiary”).

WHEREAS the Company, the Property Manager and the Owner Subsidiaries are party to the Amended and Restated Property Management Agreement dated as of September 6, 2016 (as amended by the first amendment thereto, dated as of December 8, 2017, and as further amended, modified or supplemented from time to time, the “Property Management Agreement”); and

WHEREAS, in light of the significant investment to be made by the Property Manager in property management infrastructure for the benefit of the Company and the Owner Subsidiaries, the parties wish to amend the Property Management Agreement as provided herein.

NOW, THEREFORE, in consideration of the promise and mutual agreements herein contained, the parties hereto, intending to be legally bound hereby, agree to amend the Property Management Agreement as herein stated.

1.Defined Terms. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Property Management Agreement.

2.Amendments.

a.Section 6.1 of the Property Management Agreement is hereby deleted in its entirety and replaced as follows:

“6.1    Term. The initial term of this Property Management Agreement shall commence on the Effective Date (the “Commencement Date”), shall continue in full force and effect through, and shall automatically terminate on, the later of (i) five years from the date of this Amendment and (ii) the Termination Date. The term of this Property Management Agreement may be extended for such additional periods of time as the parties agree to in writing.”

b.Section 6.3 of the Property Management Agreement is hereby deleted in its entirety.

c.Section 8.6 of the Property Management Agreement is hereby deleted in its entirety and replaced as follows:

“Notices. Except as provided in Section 5.2(c) as to emergencies, all notices and communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, addressed as follows:

If mailed or personally delivered to an Owner and/or the Company:    

American Finance Trust, Inc.

650 Park Avenue, 30th Floor

New York, New York 10019

Telephone: (212) 415-6500

Facsimile: (212) 421-5799

Attention: Edward M. Weil, Jr., Chief Executive Offer

    Michael R. Anderson, Esq.

    

With a copy mailed to:    

Proskauer Rose LLP

70 West Madison Street, Suite 3800

Chicago, IL 60602

Attention: Mr. Michael Choate, Esq.

    

If mailed or personally delivered to the Property Manager:    

American Finance Properties, LLC

650 Park Avenue, 30th Floor

New York, New York 10019

Telephone: (212) 415-6500

Facsimile: (212) 421-5799

Attention: Edward M. Weil, Jr.,

    Michael R. Anderson, Esq.

    

With a copy mailed to:    

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Mr. Jeffrey D. Marell, Esq.

    

or to such address as either party may from time to time specify by written notice to the other. Notices shall be deemed to be received and, therefore, effective on the earlier of the date of delivery or, the third (3rd) day after the date the notice is mailed.”

3.Reaffirmation. Each party hereby affirms and reaffirms the Property Management Agreement.

4.Miscellaneous.

a.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.

b.Integration. This Amendment and the documents referred to, comprising or relating to this Amendment constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

c.Amendment and Waiver. No amendment of this Amendment, and no waiver, discharge or termination of any one or more of the provisions hereof, shall be effective unless set forth in writing and signed by all of the parties hereto.

d.Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment.