Real Estate Sale Contract, dated as of June 2, 2019, by and between Banner NewCo LLC and Spirit FJ SMF SPE, LLC

Purchase and Sale. Upon the terms and conditions hereinafter set forth, Seller shall sell and convey insurable title to the Property to Buyer, free and clear of any charge, mortgage, pledge, security interest, restriction, deed of trust, option, preemptive purchase right, easement, encroachment, claim, lien or encumbrance (“Liens”), other than Permitted Liens (as defined below), and otherwise without representation, warranty or guaranty, expressed or implied (except as otherwise expressly provided in this Contract) (the closing of such sale and conveyance, the “Flying J Closing”). As used herein, “Permitted Liens” means any of the following: (a) Liens for Taxes (as defined in the EPA), assessments and governmental charges or levies either not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP (as defined in the EPA), (b) statutory mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s

Flying J Purchase Price. The purchase price for the Property (the “Flying J Purchase Price”) shall be an amount equal to Fifty-Five Million and No/100 Dollars ($55,000,000.00), as the same may be increased or decreased by prorations and adjustments as provided in Section 3 hereof.

Prorations and Expenses. The following items, except as specifically provided in this Contract to the contrary, shall be prorated as of 12:01 a.m. Eastern Time (the “Adjustment Time”) on the Flying J Closing Date (as hereinafter defined), and shall increase or decrease the Flying J Purchase Price to be paid by Buyer on the Flying J Closing Date, as follows:

Closing-related Costs. At the Flying J Closing, Buyer and Seller shall each pay half of (i) the cost of the Closing Escrow to the extent allocable to the Flying J Closing, (ii) all recording charges for the Deed (as hereinafter defined), and (iii) the cost of any stamp or transfer tax or other similar fees and amounts imposed by any municipality and any county ordinance, and the state in which the Real Property is located (the “State”). All closing costs other than as specified above, or as may be specifically allocated elsewhere in this Contract, will be equally shared by Buyer and Seller at the Flying J Closing; provided, that, each Party shall each be solely responsible for the fees and disbursements of such Party’s respective counsel and other professional advisors and the costs of any due diligence conducted by such Party; provided, further, that the payment of any costs and expenses pertaining to the Title Policy (including without limitation, any standard or extended coverage, and any endorsements requested by the Buyer) shall be governed by the terms of the EPA.

The Flying J Closing. The Flying J Closing shall occur on the date of the EPA Closing as determined pursuant to the EPA, immediately after (but on the same day as) the EPA Closing (the “Flying J Closing Date”).

Deeds (collectively, the “Deed”) substantially in the forms attached hereto and made a part hereof as Exhibit K with respect to each applicable Flying J Property (with such modifications thereto as are reasonably requested by the Title Company), duly executed by Seller;

A bill of sale (the “Bill of Sale”) in the form attached hereto and made a part hereof as Exhibit C duly executed by Seller;

A FIRPTA Affidavit in the form attached hereto and made a part hereof as Exhibit D duly executed by Seller, or a duly executed IRS W-9 form, as applicable;

An assignment of all of Seller’s right title and interest in and to the Flying J Lease (the “Assignment of Leases”) in the form attached hereto and made a part hereof as Exhibit E duly executed by Seller;

Those books, records and other documents relating solely to the Flying J Properties set forth on Exhibit F;

Such affidavits as may be customarily and reasonably required by the applicable title company issuing Buyer’s owner’s policy of title insurance (the “Title Company”), in a form reasonably acceptable to Seller;

Subject to Section 10(b) hereof, the full amount of the Burger King Loan Repayment Amount (as defined below) in immediately available wire transferred funds;

Such other documents, certificates, instruments, affidavits and transfer tax returns as are customarily executed by a seller of real property in the city, county and State where the Flying J Properties are located or as are reasonably requested by Buyer to close the transactions contemplated hereunder; and

An estoppel certificate in the form attached hereto and made a part hereof as Exhibit J duly executed by the tenant under the Flying J Lease (the “Flying J Tenant”); provided, that Buyer shall accept such modifications to the form attached as Exhibit J as are reasonably requested by Flying J Tenant, provided further there shall be no material changes to the certifications given under paragraphs 1, 2, 3 and 4 thereof.

The full amount of the Flying J Purchase Price (as increased or decreased by the prorations and adjustments as provided in Section 3) in immediately available wire transferred funds;

The Assignment of Leases;

Satisfactions with respect to each of the mortgages (the “Flying J Releases”) securing the loans encumbering the Property listed on Exhibit B (the “Flying J Loan”) in proper form for recording in the applicable jurisdiction, and such other instruments as may be necessary to release all liens of the Flying J Loan, duly executed by Buyer;

Satisfactions with respect to each of the mortgages (the “Burger King Releases”) securing the loans more particularly described on Exhibit G attached hereto (the “Burger King Loans”) in proper form for recording in the applicable jurisdiction, and such other instruments as may be necessary to release all liens of the Burger King Loans, duly executed by the applicable Acquired Company;

Such other documents, certificates, instruments, affidavits and transfer tax returns as are customarily executed by a buyer of real property in the city, county and State where the Flying J Properties are located or as are reasonably requested by Seller to close the transactions contemplated hereunder.

On or before the Flying J Closing Date, Seller and Buyer shall jointly execute and deliver or cause to be executed and delivered to Escrow Agent any county and municipal transfer tax declarations, in each case duly approved by Seller and Buyer, which approval by both parties shall not be unreasonably withheld or conditioned.

Seller Representations: Seller hereby represents to Buyer, as of the date hereof and as of the Flying J Closing Date, as follows:

Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in each of the states in which the Flying J Properties are located and has the requisite power and authority to enter into and to perform the terms of this Contract. The execution and delivery of this Contract and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or equivalent action of Seller and are not prohibited by any agreement or instrument to which Seller is a party or to Seller’s knowledge which the Flying J Property is subject. This Contract constitutes, and each document and instrument contemplated hereby to be executed and delivered by Seller, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally).

To Seller’s Knowledge, no law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Seller prohibits the execution, delivery or performance of this Contract by Seller or the consummation of the transactions contemplated hereby, or requires Seller to obtain any consent, authorization, approval or registration which Seller has not obtained.

Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “Code”).

To Seller’s Knowledge, without investigation or inquiry, there is no action, claim, audit, lawsuit, litigation, arbitration, proceeding (including civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, examination, investigation commenced, brought or conducted or heard by or before, or otherwise involving, any court or other Governmental Authority (defined below) or any arbitrator or arbitration panel pending or, threatened against it in a writing received by Seller, nor is there any order, judgment, decision, decree, injunction, ruling, writ or assessment (whether temporary, preliminary or permanent) of any federal, state or local or foreign court, administrative agency, department, division, commission or other governmental authority or instrumentality, domestic or foreign, or any industry self-regulatory authority (each, a “Governmental Authority”) or arbitration outstanding against it, in each case, except for those that are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Seller’s ability to timely consummate the transactions contemplated hereunder or Buyer’s interest in the Flying J Properties after the Flying J Closing.

To Seller’s Knowledge, Seller does not have, and has never had, any employment or collective bargaining agreements with respect to the Flying J Properties that will be binding on Buyer following the Flying J Closing.

To Seller’s Knowledge, there are no service, maintenance or supply contracts, or brokerage agreements in connection with the Flying J Properties to which Seller is a party that will be binding on Buyer following the Flying J Closing.

[Intentionally Omitted].

To Seller’s Knowledge, the lease agreement attached hereto as Exhibit I (the “Flying J Lease”) is (i) in full force and effect and (ii) the only lease, license or occupancy agreement entered into by Seller with respect to the Flying J Properties that will be in effect following the Flying J Closing. To Seller’s Knowledge, neither Seller nor the Flying J Tenant is in material default under the Flying J Lease.

[Intentionally Omitted].

[Intentionally Omitted].

To Seller’s Knowledge, (A) no purchase option has been exercised under the Flying J Lease, (B) except with respect to the purchase option and right to make a Rejectable Purchase Offer (as defined in the Flying J Lease) (collectively, the “Flying J Tenant Purchase Rights”), there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Flying J Property or any portion thereof, and (C) there are no other written agreements to which Seller is a party to enter into any Contract (as defined in the EPA) to sell or lease any Flying J Property or any portion thereof that is owned by Seller, which, in each case, is in favor of any other party.

Buyer Representations: Buyer hereby represents to Seller, as of the date hereof and as of the Flying J Closing Date, as follows:

Buyer is a limited liability company validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to enter into and to perform the terms of this Contract. The execution and delivery of this Contract and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or equivalent action of Seller and are not prohibited by any material agreement or instrument to which Seller is a party. This Contract constitutes, and each document and instrument contemplated hereby to be executed and delivered by Seller, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally).

No law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Buyer prohibits the execution, delivery or performance of this Contract by Buyer or the consummation of the transactions contemplated hereby, or requires Buyer to obtain any consent, authorization, approval or registration which Buyer has not obtained.

Seller Covenants. From and after the Effective Date, through and including the Flying J Closing Date, Seller shall (x) operate the Flying J Properties in accordance with, and comply in all material respects with all of its obligations under, the documents evidencing or securing the Mortgage Loans (the “Mortgage Loan Documents”), (y) not take any action or omit to take any action that results in an Event of Default (as defined in the Mortgage Loan Documents), and (z) deliver to Buyer a copy of any material correspondence received from the Flying J Tenant within two (2) Business Days (as defined in the EPA) of receipt thereof. Without limitation of the foregoing, Seller shall not, without the prior written approval of Buyer:

Terminate, or waive any material rights under, or amend or modify in any material respect, the Flying J Lease.

Subject to any rights of the Flying J Tenant under the Flying J Lease, grant (or suffer to be created) any lien or cause any instrument to be recorded that would further encumber the Flying J Properties in any manner, other than Permitted Liens.

Sell or otherwise transfer any part of the Flying J Properties, or any interest therein, other than in connection with any Permitted Liens.

Casualty and Condemnation. If after the Effective Date and prior to the Flying J Closing there shall occur (a) damage to any of the Flying J Properties caused by fire or other casualty or (b) a taking by condemnation of any portion of the Flying J Properties, then, and in either such event, Buyer shall not have the right to terminate this Contract by reason thereof, but, subject to the rights of the Flying J Tenant, Seller shall (i) assign to Buyer at the Flying J Closing, by written instrument in form and substance reasonably satisfactory to Buyer, all of Seller’s interest in any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation, (ii) deliver to Buyer any such proceeds or awards actually theretofore paid, and (iii) to the extent that the claim is made under Seller’s policy(ies), pay to Buyer the amount of the deductible, if any, under Seller’s property insurance policy(ies). Subject to the rights of the Flying J Tenant, the proceeds of rent interruption insurance, if any, shall on the Flying J Closing Date be appropriately apportioned between Buyer and Seller as of the Adjustment Time. The terms of this Section 9 constitute an express agreement to the contrary of Section 5-1311 of the New York General Obligations Law.

Closing Escrow and Closing Process.

The Flying J Closing shall take place through a deed and money escrow at the offices of First American Title Insurance Company in National Commercial Services, 2425 East Camelback Road, Suite 300, Phoenix, Arizona 85016 (the “Escrow Agent”). The Parties, together with the parties to the EPA shall enter into an escrow agreement (the “Escrow Agreement”) with Escrow Agent in form

Seller shall use best efforts to consummate, and Spirit Realty, L.P. shall use best efforts to cause Seller to consummate, the Flying J Closing in accordance with the provisions of this Contract.

Upon the Flying J Closing, pursuant to the terms of the Escrow Agreement and the Closing Statement:

Buyer shall pay the Flying J Purchase Price to Seller;

Seller shall pay or direct to be paid an amount sufficient to repay in full the Flying J Loan to SMTA (the “Flying J Loan Repayment Amount”), which amount shall be final and binding as of the Flying J Closing;

the Flying J Loans shall be deemed terminated and repaid in full and Escrow Agent shall cause the Flying J Releases to be recorded in the land records of the applicable jurisdictions in which the Flying J Properties are located;

Seller shall pay or direct to be paid an amount sufficient to repay in full the Burger King Loans to SMTA (the “Burger King Loan Repayment Amount”), which amount shall be final and binding as of the Flying J Closing; and

the Burger King Loans shall be deemed terminated and repaid in full, and Escrow Agent shall cause the Burger King Releases to be recorded in the land records of the applicable jurisdictions in which the applicable properties are located.

All documents required to be provided by Seller and Buyer pursuant to this Contract and otherwise appropriate to consummate the transaction contemplated by this Contract together with remittance of amounts sufficient to pay all costs required for recording of the Deed and related documents, including but not limited to transfer taxes, shall be delivered by the Parties to the Escrow Agent, as closing agent, on or before the Flying J Closing Date. Notwithstanding the foregoing, subject to the requirements of the Escrow Agent, the Parties agree that the Flying J Closing may be set up remotely and/or in a manner so that the Parties and their respective attorneys, or any of them, need not be physically present and may deliver all necessary documents by overnight mail or other means so that all requirements for the Flying J Closing are in place by the scheduled time for the Flying J Closing.

The Parties agree that as promptly as practicable following the Flying J Closing, each party hereto shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as Seller may reasonably request in order to have the Burger King Releases recorded in the counties where the applicable corresponding mortgages are recorded.

The Parties agree that they will cooperate to obtain, and to cause the Acquired Companies to provide, terminations and releases from all applicable parties of all obligations, liabilities and claims under the Master Trust Transaction Documents (as defined in the EPA) in connection with the EPA Closing. In that connection, each party hereto shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as the Parties may reasonably request in order to implement such terminations and releases.

AS IS/NO WARRANTIES; RELEASE. EXCEPT AS EXPRESSLY SET FORTH HEREUNDER, BUYER ACKNOWLEDGES THAT THE PROPERTY IS BEING TRANSFERRED ON AN “AS IS” “WHERE IS” AND “WITH ALL FAULTS” BASIS WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. BUYER EXPRESSLY RELEASES SELLER, AND ANY AFFILIATE OF SELLER, AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL DEMANDS AND CLAIMS AT LAW OR EQUITY

Governing Law and Consent to Jurisdiction. This Contract will be exclusively governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). The Parties each consent to the exclusive subject matter and personal jurisdiction and the venue of the New York State Supreme Court, County of New York or the United States District Court for the Southern District of New York with regard to any and all disputes arising under, or related to, this Contract and the transactions contemplated herein. This Contract shall be deemed to be a contract accepted, made and formed in the State of New York. SELLER AND BUYER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY SUCH PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANYWAY CONNECTED WITH THIS CONTRACT.

Termination.

In the event the EPA is terminated prior to the EPA Closing, this Contract shall immediately terminate and be deemed void and of no further force and effect.

If (x) the EPA Closing occurs under the EPA, (y) the sale of the Flying J Properties does not occur in accordance with this Contract on the date of the EPA Closing, and (z) the Property Transfer Adjustment Amount (as defined in the EPA) is deducted from the Base Purchase Price (as defined in the EPA) pursuant to clause (d)(2) of the definition of the “Closing Payment Amount” under the EPA, then this Contract shall automatically terminate and be of no further force and effect; provided, however, that in the event of such termination the Parties agree that as promptly as practicable following such termination, each Party shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as Seller or Buyer may reasonably request in order to have the Burger King Releases and the Flying J Releases recorded in the counties where the applicable corresponding mortgages are recorded and that, for the avoidance of doubt, this Section 13(b) shall survive such termination.

Notwithstanding anything to the contrary herein, if the Flying J Tenant makes a Rejectable Purchase Offer, Seller shall immediately notify Buyer thereof and this Agreement shall automatically terminate and be of no further force and effect as of the date of such notice.

In the event that the sale of the Flying J Properties does not occur in accordance with this Contract due to the failure of any condition to either Party’s obligation to close under this Contract (which such condition was not waived by the applicable Party), this Contract shall automatically terminate and be of no further force and effect.

Notwithstanding anything to the contrary in this Contract, in the event of any termination pursuant to this Section 13 or any other provision of this Contract, neither Party shall have any further obligations or liabilities to the other Party (except those obligations or liabilities which expressly survive the termination of this Contract) and neither Party shall be entitled to, and each Party hereby waives any right to, any damages or other remedies as a result of such termination, including without limitation, any special, punitive, exemplary, incidental, indirect, or consequential damages.

Brokerage. Buyer warrants and represents to Seller that Buyer has not dealt with any real estate broker or salesperson in connection with the transaction contemplated by this Contract. Seller warrants and represents to Buyer that Seller has not dealt with any real estate broker or salesperson in connection with the transaction contemplated by this Contract. If any person shall assert a claim to a finder’s fee, brokerage commission, or any other compensation on account of alleged employment as a finder or broker or performance of services as a finder or broker in connection with this transaction, the party under whom the finder or broker is claiming shall indemnify and hold the other party harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action of proceeding brought on account of such claim, including, but not limited to, reasonable counsel and witness fees and court costs in defending against such claim. This indemnity shall survive the Flying J Closing or cancellation and termination of this Contract.

Entire Agreement. This Contract, together with all exhibits referred to herein, which are incorporated herein and made a part hereof by this reference, constitutes the entire agreement between the Parties pertaining to the subject matter contained in this Contract. No supplement, modification or amendment of this Contract shall be binding unless in writing and executed by Seller and Buyer.

Counterparts. This Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Contract by facsimile or electronic image scan transmission (such as a “.pdf” file) will be effective as delivery of an original manually-executed counterpart of the Contract.

Time of the Essence. The Parties acknowledge and agree that, except as otherwise expressly provided in this Contract, TIME IS OF THE ESSENCE for the performance of all actions (including, without limitation, the giving of notices, the delivery of documents and the funding of money) required or permitted to be taken under this Contract.

Further Acts. Each Party agrees, upon request from the other Party, to promptly perform any and all further acts and/or execute and deliver (with acknowledgement, verification, and/or affidavit, if require) any further documents and instruments, as may be reasonably necessary or desirable to implement and/or accomplish the provisions of this Contract and the transactions contemplated herein.

/s/ Jay Young