Third Amendment, dated as of March 30, 2020, to the Third Amended and Restated Advisory Agreement, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC

Exhibit 10.1

THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED ADVISORY AGREEMENT is entered into as of March 30, 2020, by and among American Finance Trust, Inc. (the “Company”), American Finance Operating Partnership, L.P. (the “Operating Partnership”) and American Finance Advisors, LLC (the “Advisor”).

RECITALS

WHEREAS, the Company, the Operating Partnership and the Advisor entered into that certain Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, as amended on July 19, 2018 and March 18, 2019 (as so amended, the “Advisory Agreement”); and

WHEREAS, in light of the unprecedented market disruption resulting from the coronavirus pandemic, the Company, the Operating Partnership and the Advisor desire to amend certain provisions of the Advisory Agreement.

NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

“Variable Management Fee Lower Threshold” means (i) for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, $0.23, and (ii) for any other fiscal quarter, $0.275.

“Variable Management Fee Upper Threshold” means (i) for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, $0.27, and (ii) for any other fiscal quarter, $0.3125.”

“(f) Variable Management Fee. The Company shall pay the Advisor a Variable Management Fee, payable quarterly in arrears, in an amount equal to (i) the product of (A) the Adjusted Outstanding Shares for the just completed fiscal quarter multiplied by (B) 15% multiplied by (C) the excess of Core Earnings Per Adjusted Share for the just completed fiscal quarter over the Variable Management Fee Lower Threshold for that fiscal quarter, plus (ii) the product of (X) the Adjusted Outstanding Shares for the just completed fiscal quarter multiplied by (Y) 10% multiplied by (Z) the excess of Core Earnings Per Adjusted Share for the just completed fiscal quarter over the Variable Management Fee Upper Threshold for that fiscal quarter.”

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this amendment as of the date first set forth above.