Contribution Agreement, dated as of October 3, 2024, by and between certain individual investors in NADG NNN Convertible Preferred LLC and FrontView Operating Partnership LP

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 3, 2024 by and between the individuals listed on Schedule 1 hereto (each, a “Contributing Party”) and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Contributing Parties, the “Parties”). Capitalized terms used and otherwise not defined herein shall have the meanings ascribed to them in that certain Limited Liability Company Agreement of NADG NNN Convertible Preferred LLC, a Delaware limited liability company (“U.S. Preferred Investment Entity”), dated as of July 9, 2021, by and among Randall Starr, as the initial member of the U.S. Preferred Investment Entity, and the persons admitted to U.S. Preferred Investment Entity as members from time to time (as amended through the date hereof, the “Operating Agreement”).

WHEREAS, pursuant to Section 9.5.1 of the Operating Agreement, the Board of Directors has the right, in connection with any Property Fund REIT Liquidity Transaction, to cause the holders of the Series A Preferred Units in the U.S. Preferred Investment Entity to contribute such Series A Preferred Units to any Public Successor or operating partnership or other subsidiary of a Public Successor in order to facilitate a Pre-Liquidity Transaction;

WHEREAS, the Property Fund REIT will imminently engage in a Property Fund REIT Liquidity Transaction and, in connection therewith, the Board of Directors has approved a Pre-Liquidity Transaction in which each Contributing Party will contribute its Series A Preferred Units to the Operating Partnership (as a subsidiary of the Public Successor) in exchange for operating partnership units in the Operating Partnership (“OP Units”);

WHEREAS, each Contributing Party previously entered into subscription documents in connection with its investment in the U.S. Preferred Investment Entity, which subscription documents provide that each Contributing Party irrevocably designates the U.S. Preferred Investment Entity as its true and lawful attorney and agent, with full power of substitution, to consummate a Pre-Liquidity Transaction in accordance with the Operating Agreement, and therefore to execute this Agreement and effectuate the Contributions (as defined below); and

WHEREAS, the Operating Partnership desires to accept the Contributions of Series A Preferred Units and to issue OP Units to the Contributing Parties in respect thereof, in each case, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the covenants of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties agree as follows:

(1)

(a)

“Adjustment Amount” means the amount, expressed in dollars, equal to (1) the amount derived from the following fraction: (i) the Aggregate Pref Liquidation Value; divided by (ii) the excess of (x) the Aggregate Pref Pre-Internalization Unit Amount, over (y) the Aggregate Pref Internalization Unit Amount, less (2) the IPO Price.

(b)

“Aggregate Pref Internalization Unit Amount” means the product of (i) the Gross Value Percentage of the Aggregate Preferred Units, multiplied by (ii) the Internalization Payment Unit Number.

(c)

“Aggregate Pref Liquidation Value” means the sum of the Canadian Pref Liquidation Value and the US Pref Liquidation Value (which sum is equal to $103,671,539, plus any accrued and unpaid distributions through the date hereof).

(d)

“Aggregate Pref OP Unit Amount” means (i) Aggregate Pref Liquidation Value, divided by (ii) the sum of (x) the IPO Price plus (y) the Adjustment Amount.

(e)

“Aggregate Pref Pre-Internalization Unit Amount” means (i) the Aggregate Pref Liquidation Value, divided by (ii) the IPO Price.

(f)

“Canadian Pref Liquidation Value” means the sum of the Liquidation Preferences of all Series A Preferred Units on the date hereof (i.e., the Stated Value per Series A Preferred Unit, plus all accrued and unpaid distributions thereon through the date hereof).  All capitalized terms used in this definition shall have the meanings ascribed to them in the Canadian Partnership Agreement (as defined in the Operating Agreement).

(g)

“Existing Common Stock Amount” means the aggregate number of shares of Common Stock that are issued and outstanding immediately prior to the consummation of the IPO (each, as defined in the Internalization Agreement), which is equal to 7,519,613 (after giving effect to the 250:1 stock split).

(h)

(i)

“Gross Value Percentage of the Aggregate Preferred Units” means (i) Aggregate Pref OP Unit Amount, divided by (ii) the Gross Share Number.

(j)

(k)

(l)

(m)

(n)

“Preferred Unit Percentage” means, with respect to each Contributing Party, (i) the number of Series A Preferred Units set forth next to such Contributing Party’s name on Schedule 1 hereto, divided by (ii) the total number of Series A Preferred Units that are held by all Contributing Parties on the date hereof.

(o)

“US Pref Liquidation Value” means the sum of the Liquidation Preferences of all Series A Preferred Units on the date hereof (i.e., the Stated Value per Series A Preferred Unit, plus all accrued and unpaid distributions thereon through the date hereof). All capitalized terms used in this definition shall have the meanings ascribed to them in the Operating Agreement of the U.S. Preferred Investment Entity.

(p)

For illustrative purposes only, a sample calculation of the US Pref OP Unit Amount based on different IPO Prices is set forth on Schedule 2 hereof.

(2)

Admission. In connection with the issuances of OP Units described in Section 1, (i) the Operating Partnership hereby admits each Contributing Party as a limited partner in the Operating Partnership in accordance with the terms of that certain Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of the date hereof (the “OP LPA”), and (ii) each Contributing Party hereby agrees to be bound by the terms of the OP LPA.

(3)

(a)

(b)

Each Party hereby represents and warrants to each other Party, which representations and warranties shall survive the execution of this Agreement, that (i) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, equitable principles and judicial discretion), and (ii) neither the execution and delivery of this Agreement, nor the performance by each Party of its obligations hereunder, has resulted or will result in any violation of, or constitute a default under, any agreement or any permit, judgment, decree or order to which such Party is a party or by which it is bound; and

(c)

(4)

(5)

(6)

(7)

Execution in Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(8)

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date and year first above written.