Second Amendment to Amended and Restated Advisory Agreement of Phillips Edison Grocery Center REIT III, Inc., dated March 12, 2019, by and among Phillips Edison Grocery Center REIT III, Inc., Phillips Edison Grocery Center Operating Partnership III, L.P., and PECO-Griffin REIT Advisor, LLC

This Second Amendment (this “Amendment”) dated as of May 8, 2019, to the Amended and Restated Advisory Agreement (the “Advisory Agreement”), dated as of May 8, 2018, by and among Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”), Phillips Edison Grocery Center Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and PECO-Griffin REIT Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Advisory Agreement.

WHEREAS, the Company, the Operating Partnership and the Advisor previously entered into the Advisory Agreement; and

WHEREAS, pursuant to Article XXII of the Advisory Agreement, the Company, the Operating Partnership and the Advisor desire to amend the Advisory Agreement in order to extend the term of the Advisory Agreement for an additional year;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Advisory Agreement is hereby amended as follows:

Section 14.1 Term. This Advisory Agreement shall continue in force until May 8, 2020.  Thereafter, this Advisory Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company, acting through the Board, will evaluate the performance of the Advisor annually before renewing the Advisory Agreement, and each such renewal shall be for a term of no more than one year.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.