Eighth Amendment to Agreement of Purchase and Sale, dated March 9, 2022, by and between the Sellers identified therein and The Necessity Retail REIT Operating Partnership

This Eighth Amendment to Agreement of Purchase and Sale dated March 9, 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, as further amended by that certain Sixth Amendment to Agreement of Purchase and Sale dated February 10, 2022, and as further amended by that certain Seventh Amendment to Agreement of Purchase and Sale dated February 11, 2022 (as amended, the “Agreement”) between each entity executing this Amendment as a Seller (each a “Selling Entity” and jointly and severally, “Seller”) and each entity executing this Amendment as a Buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, The Necessity Retail REIT, Inc. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

A.Cole MT Mobile AL, LLC (“Cole MT Mobile”), is the holder of those certain Revenue Bonds, Series 2014-A (the “Bonds”) issued by The Improvement District of the City of Mobile – McGowin Park Project (the “Improvement District”) pursuant to that certain Financing Agreement, dated June 15, 2015 (the “Financing Agreement”), between McGowin Park, LLC and the Improvement District.

B.Pursuant to that certain Collateral Assignment of Bond, entered into as of April 26, 2017 (the “Collateral Assignment”), by and between Cole MT Mobile and New York Life Insurance Company (“New York Life”), the Bonds, among other things, serve as collateral for that certain loan made by New York Life and known as Loan Number ###-###-#### (the “McGowin Loan”), which McGowin Loan is also collateralized by the Site known as McGowin Park located in Mobile, Alabama (the “McGowin Site”).

C.Seller desires to sell, assign, and transfer the Bonds to Buyer, and Buyer desires to accept the Bonds from Seller, and otherwise amend the Agreement as set forth below.

1.The recitals set forth in this Amendment are true and correct in all material respects and are incorporated in this Amendment by this reference and made a part hereof.

2.The term “Intangible Property”, as it relates to the McGowin Site, shall include the right, title and interest of Cole MT Mobile in and to the Bonds.

3.The Allocated Purchase Price, as it relates to the McGowin Site, shall be increased to $71,084,271.00. The term “Purchase Price”, as reflected in the Summary of Terms of the Agreement, shall be increased to $1,324,974,512.00.

4.Except as may be set forth in the Diligence Materials or in the applicable Title Commitment, Cole MT Mobile represents and warrants to Buyer as follows:

A.To Cole MT’s actual knowledge, the Bonds are the only bonds evidencing the indebtedness described in the Financing Agreement.

B.Cole MT Mobile is the lawful holder and owner of the Bonds.

C.Except for the rights of New York Life under the Collateral Assignment, Cole MT Mobile has not agreed, and no holder of the Bonds shall be obligated, to remit any payments made under the Bonds for the account of any other person or business entity.

D.To Cole MT Mobile's actual knowledge, (a) the Bonds are valid and binding according to their terms and (b) none of the principal, interest or any other amount due under the Bonds is subject to forfeiture, reduction, adjustment, elimination or withholding.

E.The Bonds are not subject to any assignment, lien, or other encumbrance, except for the rights of New York Life under the Collateral Assignment.

F.To Cole MT Mobile's actual knowledge, all payments due under the Bonds to date, if any, have been timely made, and no amount of the principal debt evidenced by the Bonds has been prepaid.

G.To Cole MT Mobile's actual knowledge, no default presently exists under the Bonds, the Financing Agreement, or the Collateral Assignment, and no condition presently exists which, with the giving of notice, the passage of time, or both, would cause such a default.

H.To Cole MT Mobile's actual knowledge, the indebtedness evidenced by the Bonds is not subject to any defense or setoff.

I.To Cole MT Mobile's actual knowledge, as of the date of this Amendment, the outstanding principal balance of the Bonds is $5,135,000.

J.To Cole MT Mobile's actual knowledge, no property owner is in default, beyond applicable notice and cure periods, in the payment of any special assessments relating to the McGowin Site.

5.    Cole MT Mobile covenants with Buyer as follows:

A.    Cole MT Mobile shall promptly notify Buyer in writing if a default, beyond applicable notice and cure periods, occurs under any of the Bonds, Financing Agreement, or Collateral Assignment.

B.    Cole MT Mobile shall not purport to modify or waive any material terms of any of the Bonds, Financing Agreement or Collateral Assignment, nor consent to any such modification or waiver, without the prior written approval of Buyer.

C.    Cole MT Mobile shall promptly convey to Buyer any written notice received by Cole MT Mobile concerning the Bonds, Financing Agreement, or Collateral Assignment.

D.    Prior to the applicable Closing, except as contemplated by the Collateral Assignment, Cole MT Mobile shall not sell, assign, convey, encumber, pledge,

hypothecate, mortgage or otherwise transfer the Bonds or any interest therein without obtaining the prior written consent of Buyer.

E.    Cole MT Mobile shall not consent to the issuance of any further bonds by the Improvement District.

6.    As to the McGowin Site, the Closing Documents to be delivered by the Parties at Closing shall also include:

A.A Termination of Collateral Assignment of the Bonds to New York Life, executed by New York Life;

B.Assignment of Bonds from Cole MT Mobile to Buyer;

C.Copy of Bonds (Certificate No. R-3), certified by the Improvement District;

D.Cancelled Bonds (Certificate No. R-2), cancelled by the Improvement District;

E.Investment Letter relating to the Bonds from Buyer to the Improvement District; and

F.Collateral Assignment of the Bonds by Buyer to New York Life (and which includes consent of the Improvement District to such collateral assignment).

7.    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.

8.    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.

9.    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.