Letter Agreement with Phillips Edison NTR LLC dated September 20, 2017

Third Quarter 2017 Class B Unit Issuance. In connection with services provided under the Advisory Agreement, the General Partner shall cause the Partnership to issue to the Advisor prior to the Closing a number of Class B Units equal to the quotient of (a) the product of the Cost of Assets as of September 19, 2017 multiplied by 0.0425% divided by (b) the Value of one share of Common Stock as of September 19, 2017; provided, that such issuance of Class B Units shall be subject to the approval of the Company’s board of directors. Such Class B Units shall be issued in lieu of the Class B Units otherwise issuable to the Advisor pursuant to Section 16.1 of the Partnership Agreement for the same period, and the parties hereto acknowledge and agree that Advisor will not be issued any additional Class B Units pursuant to Section 16.1 of the Partnership Agreement for any period thereafter. Notwithstanding the foregoing: (i) if the Cost of Assets as of September 30, 2017 is greater than the Cost of Assets as of September 19, 2017, then the Partnership shall pay to the Advisor, subsequent to September 30, 2017, an amount of cash equal to (w) the difference between the Cost of Assets as of September 30, 2017 less the Cost of Assets as of September 19, 2017 multiplied by (x) 0.0425%; and (ii) if the Cost of Assets as of September 30, 2017 is less than the Cost of Assets as of September 19, 2017, then the Advisor shall pay to the Partnership, subsequent to September 30, 2017, an amount of cash equal to (y) the difference between the Cost of Assets as of September 19, 2017 less the Cost of Assets as of September 30, 2017 multiplied by (z) 0.0425%. The Partnership or the Advisor, as applicable, shall make any such cash payment on or before October 31, 2017.

Asset Management Fees. The Company shall pay the Advisor or its assignees an Asset Management Fee for asset management services provided subsequent to September 30, 2017 in an amount equal to (i) 1/365th of 0.85% multiplied by (ii) the number of days from (and including) October 1, 2017 through (and including) the day immediately preceding the Closing multiplied by (iii) the Cost of Assets as of the day immediately

Modification. This agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns.

Severability. The provisions of this agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Construction. The provisions of this agreement shall be construed and interpreted in accordance with the laws of the State of New York.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.