Leasing Earnout Side Letter Agreement, dated February 9, 2022, by and between the Sellers identified therein and American Finance Operating Partnership

Re:     Earnout Leasing Activities under that certain Agreement of Purchase and Sale dated December 17, 2021 (as amended from time to time, the “Agreement”)

    The undersigned parties are, collectively, the Seller under the Agreement. The addressees of this letter are, collectively, the Buyer under the Agreement. All capitalized terms used in this letter agreement not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.

Pursuant to Section 3.7 of the Agreement, Seller has agreed to undertake certain leasing activities with respect to the Property prior to Closing and, as to each New Lease executed in accordance with Section 3.7, the Allocated Purchase Price paid at the applicable Closing shall be increased as more particularly set forth in said Section 3.7.

Pursuant to Section 3.8 of the Agreement, Seller has agreed to undertake certain leasing activities on behalf of Buyer and the Property after Closing and, as to each Earnout Lease delivered by Seller to Buyer, Buyer shall pay to Seller the Earnout Amount as more particularly set forth in said Section 3.8. This letter agreement amends and supplements the terms and provisions of Sections 3.6, 3.7 and 3.8 of the Agreement with respect to the matters described herein.

    For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1.Intentionally omitted.

2.As to the process by which New Leases are to be negotiated by Seller and certain Affiliates of Seller, including, without limitation, CREI Advisors, LLC, an Arizona limited liability company, its designated broker, Seller and Buyer agree that:

a.In the event Seller seeks Buyer’s consent (i) to a key deal term that is not consistent with market rents, concessions or term for properties similar to the applicable Site in the metropolitan statistical area in which the applicable Site is located, or (ii) for a change requested by the applicable Tenant that is, or may not be, commercially reasonable, Buyer shall provide its written response within five (5) days of its receipt of such request and may not unreasonably withhold or condition its consent. Any refusal or condition shall articulate with reasonable specificity the reason(s) therefore and likewise identify alternative provisions that would be acceptable to Buyer. In the event any such request is made by Seller prior to the Closing of the applicable Site, Buyer does not timely provide its written response in accordance with this clause (a) and such delay by Buyer results in such proposed New Lease not being executed by Seller prior to such Closing, such

proposed New Lease shall automatically be deemed listed on the updated Pipeline List required to be delivered by Seller to Buyer prior to the applicable Closing and the Earnout Period shall be extended as to such New Lease on a day-for-day period equal to the number of days Buyer was delinquent in providing its written response. Similarly, in the event any such request is made by Seller after the Closing of the applicable Site and Buyer does not timely provide its written response in accordance with this clause (a), the Earnout Period shall be extended as to such New Lease on a day-for-day period equal to the number of days Buyer was delinquent in providing its written response.

b.Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing. After Closing, as to matters identified in the Pipeline List required to be delivered to Buyer prior to the applicable Closing, Seller shall control leasing negotiations as if it were still the owner of the applicable Site; provided, that (for the avoidance of doubt) Seller shall not have the right to negotiate or enter into any contracts, permits, licenses or other agreements, other than those leases on the Pipeline List, regardless of whether such other contract, permit, license or other agreement may impact one or more provisions of such leases (including, for example, contracts pertaining to architecture, design and construction matters and permitting). In the event Seller seeks Buyer’s consent to any matter pertaining to leasing activities during the Earnout Period or requires input from Buyer as to related permitting, architecture, design and/or construction matters, Buyer shall provide its written response within five (5) days of its receipt of such request and, to the extent consent is requested, may not unreasonably withhold or condition its consent. Any refusal or condition shall articulate with reasonable specificity the reason(s) therefore and likewise identify alternative provisions that would be acceptable to Buyer. The provisions applicable to delay set forth in subparagraph (a) above shall apply in the event of delay under this subparagraph (b). Buyer’s representatives shall be invited by Seller to participate in any call with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site, shall be invited to any in-person meeting with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site, and shall be copied on all correspondence (including e-mails) with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site.

c.After Closing, Buchalter, P.C. (“Buchalter”), and Kutak Rock, LLP (“Kutak”) will represent Buyer (and Seller, as Buyer’s agent pursuant hereto) as its leasing counsel notwithstanding the fact that Buchalter and Kutak have represented Seller in the sale of the Property pursuant to the Agreement. Each of Seller and Buyer hereby waive any conflict of interest that may result from such representation; provided, however, in the event of a dispute between Seller and Buyer related to the Agreement or this side letter, neither Buchalter nor Kutak may represent either Seller or Buyer in any such dispute.

    Nothing contained in this letter agreement shall constitute a modification of any of the other terms and conditions of the Agreement and, in the event of any conflict between this letter agreement and the Agreement, the Agreement shall control.

This letter agreement may be executed in any number of counterparts each of which shall be deemed an original, but all such counterparts together shall constitute but one agreement.

By: Cypress Merger Sub, LLC

    a Maryland limited liability company

    Its: General Partner