Seventh Amendment to Agreement of Purchase and Sale, dated February 11, 2022, by and between the Sellers identified therein and American Finance Operating Partnership

This Seventh Amendment to Agreement of Purchase and Sale dated February 11, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022, as further amended by that certain Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022, and as further amended by that certain Sixth Amendment to Agreement of Purchase and Sale dated February 10, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of The Necessary Retail REIT Operating Partnership, L.P., a Delaware limited partnership, f/k/a American Finance Operating Partnership, L.P. (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

A.    Seller and Buyer desire to amend the Agreement as set forth below.

1.Section 3.4(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c)    

(i)    Seller will cause any Broker Listing Agreements and any Property Management Agreements to be terminated with respect to the Sites affected thereby prior to or as of the Closing Date for the subject Sites, and Seller will be solely responsible for any termination fees or other payments due under any such terminated agreements, unless such payments (typically for unpaid leasing commissions) constitute Leasing Costs otherwise allocated to Buyer under Section 3.6 below. After the expiration of the Diligence Period, Seller will not, without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed, enter into any new Broker Listing Agreement or amend or terminate any existing Broker Listing Agreement if the same would impose any obligation on Buyer after the Closing that is not credited to Buyer at such Closing. If Buyer fails to either give or expressly refuse such consent within five (5) Business Days after receiving the written request from Seller, such consent shall conclusively be deemed to have been given.

(ii)    The parties acknowledge that the Broker Listing Agreements related to leasing activity contemplated by Section 3.8 below (each, a “Pipeline BLA”) will be terminated at each applicable Closing pursuant to the foregoing clause (i). Buyer agrees that Buyer shall, within five (5) days after each applicable Closing, enter into a brokerage listing agreement (each, a “New Pipeline BLA”) with respect to each site for which leasing activity is contemplated pursuant to Section 3.8 as follows: (x) each New Pipeline BLA shall be entered into with the same broker as was party to the applicable Pipeline BLA and on substantially the same form as the Pipeline BLA previously applicable to such Site, except as otherwise set forth herein, (y) Seller shall be authorized, under each New Pipeline BLA, to act as Buyer’s agent with respect to all leasing activities related to potential New Leases identified on the Pipeline List (as hereinafter defined) corresponding to such Site as well as any other potential New Leases otherwise approved by Buyer in accordance with this Agreement; provided, that Seller shall indemnify and hold Buyer harmless from and against any Claims arising from or in connection with any breach by Seller of any such Pipeline BLA including, without limitation, any exclusivity provision thereunder, and (z) each New Pipeline BLA may (at Buyer’s option) be limited to the New Leases, tenants and premises specified in the Pipeline List for such Site; provided, however, that Buyer shall not be deemed to be in breach of this clause (ii) if such New Pipeline BLA is not entered into within such five (5) day period as a result of a refusal or delay in execution on behalf of the applicable counterparty thereto.”

2.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.

3.This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

4.Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.

IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.