First Amendment to 2018 Advisor Multi-Year Outperformance Agreement among American Finance Trust, Inc., American Finance Operating Partnership, L.P., and American Finance Advisors, LLC

Summary

This amendment updates the 2018 Advisor Multi-Year Outperformance Agreement between American Finance Trust, Inc., its operating partnership, and its advisor. The main change is to the definition of "Peer Group Companies" to reflect a recent merger, replacing Select Income REIT with Office Properties Income Trust. All other terms of the original agreement remain unchanged and in effect.

EX-10.26 2 ex1026firstamendmentto2018.htm EXHIBIT 10.26 FIRST AMEND TO 2018 OPP Exhibit

EXHIBIT 10.26

FIRST AMENDMENT TO

2018 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT

This FIRST AMENDMENT TO THE 2018 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Amendment”) made as of and effective as of March 6, 2019, by and among AMERICAN FINANCE TRUST, INC. a Maryland corporation (the “Company”), its subsidiary AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and AMERICAN FINANCE ADVISORS, LLC, a Delaware limited liability company, the Company’s manager (the “Advisor”).

RECITALS

WHEREAS, the Company, the Operating Partnership and the Advisor previously entered into that certain 2018 Advisor Multi-Year Outperformance Agreement, dated as of July 19, 2018 (the “2018 OPP”);

WHEREAS on December 31, 2018, one of the Peer Group Companies (as defined in the 2018 OPP), Select Income REIT, completed a merger with Government Properties Income Trust, with the surviving entity, Government Properties Income Trust, being renamed Office Properties Income Trust, and, in connection therewith, the Company, the Operating Partnership and the Advisor desire to make certain amendments to the 2018 OPP.

NOW, THEREFORE, the Company, the Partnership and the Advisor agree as follows:


1.	Amendment to the definition of “Peer Group Companies”. The definition of “Peer Group Companies” contained in Exhibit A of the 2018 OPP is deleted and replaced in its entirety with the following:

“Peer Group Companies” means Colony Capital, Inc., Lexington Realty Trust, Ramco-Gershenson Properties Trust, Office Properties Income Trust and Spirit Realty Capital, Inc.


2.	Effect of the Amendment. Except as modified by this Amendment, all of the terms of the 2018 OPP are hereby ratified and confirmed and shall remain in full force and effect. This Amendment shall be construed as one with the 2018 OPP, and the 2018 OPP shall, where context requires, be read and construed so as to incorporate this Amendment.


3.	General Provisions. Except as modified herein, the terms and provisions of Section 8 of the 2018 OPP are hereby incorporated by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

AMERICAN FINANCE TRUST, INC.

By: /s/ Edward M. Weil, Jr.
Name: Edward M. Weil, Jr.
Title: Chief Executive Officer and President

AMERICAN FINANCE OPERATING PARTNERSHIP, L.P.


By:	American Finance Trust, Inc., its general partner

By: Edward M. Weil, Jr.
Name: Edward M. Weil, Jr.
Title: Chief Executive Officer and President

AMERICAN FINANCE ADVISORS, LLC


By:	AMERICAN FINANCE SPECIAL LIMITED PARTNER, LLC, its member


By:	AR GLOBAL INVESTMENTS, LLC, its member

By: /s/ Michael Anderson
Name: Michael Anderson
Title: Authorized Signatory

[Signature Page to First Amendment to 2018 Advisor Multi-Year Outperformance Agreement]