Amendment No. 2 to Second Amended and Restated Advisory Agreement between RW Holdings NNN REIT, Inc., Rich Uncles NNN REIT Operator and BrixInvest, LLC

This Amendment No. 2 (“Amendment”) to the Second Amended and Restated Advisory Agreement, effective as of August 11, 2017 (the “Agreement”) between and among RW Holdings NNN REIT, Inc. (the “NNN”), Rich Uncles NNN REIT Operator, LLC (the “Advisor”) and BrixInvest, LLC (the “Sponsor”), is hereby entered into as of this 9th day of August, 2019 (the “Effective Date”).

WHEREAS, the Agreement is currently scheduled to expire on August 11, 2019;

WHEREAS, the Board of Directors of NNN, including its Independent Directors have approved the renewal of the Agreement until December 31, 2019, subject to the execution and delivery of this Amendment which provides for eliminating the Subordinated Participation Fee (as such term is defined in the Agreement pre-Amendment); and

WHEREAS, the execution and delivery of this Amendment has been duly authorized by each of the Board of Directors of NNN, the Sole Manager and Member of the Advisor and the Board of Managers of the Sponsor which have consented to the Amendment and authorized the execution and delivery of this Consent by the Manager.

The Agreement is hereby amended as follows:

1. Section 9. (g) Subordinated Participation Fee is hereby deleted from the Agreement together with any and all references to “Subordinated Participation Fee” appearing elsewhere in the Agreement.