Exhibit 10.1


 





*0000010011855-0001007002202018* BUSINESS LOAN AGREEMENT Principal
Loan Date Maturity Loan No Call / coll Account Officer Initials $9,000,000.00 02-20-2018 01-26-2019 10011855-0001 0510/0090 444
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular
loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: RW HOLDINGS
NNN REIT, INC.; RICH UNCLES Lender: PACIFIC MERCANTILE BANK NNN OPERATING PARTNERSHIP, LP; AND RICH UNCLES NNN LP, LLC NEWPORT
BEACH 3090 BRISTOL STREET, SUITE 550 450 NEWPORT CENTER DRIVE, STE. 250 COSTA MESA,CA 92626 NEWPORT BEACH, CA 92660 THIS BUSINESS
LOAN AGREEMENT dated February 20, 2018, is made and executed between RW HOLDINGS NNN REIT, INC.; RICH UNCLES NNN OPERATING PARTNERSHIP,
LP; and RICH UNCLES NNN LP, LLC ("Borrower") and PACIFIC MERCANTILE BANK ("Lender") on the following terms
and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans
or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement.
Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations,
warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms
and conditions of this Agreement. TERM. This Agreement shall be effective as of February 20, 2018, and shall continue in full
force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest,
costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate
this Agreement. ADVANCE AUTHORITY. The following person or persons are authorized to request advances and authorize payments under
the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such
authority: (1) HAROLD C. HOFER, CEO/President of RW HOLDINGS NNN REIT, INC.; JOHN H. DAVIS, CFO of RW HOLDINGS NNN REIT, INC.;
JEAN CHI EN HO, SECRETARY of RW HOLDINGS NNN REIT, INC.; (2) HAROLD C. HOFER, CEO/President of RW HOLDINGS NNN REIT, INC, JOHN
H. DAVIS, CFO of RW HOLDINGS NNN REIT, INC.; JEAN CHI EN HO, SECRETARY of RW HOLDINGS NNN REIT, INC., General Partner of RICH
UNCLES NNN OPERATING PARTNERSHIP, LP; and (3) HAROLD C. HOFER, CEO/President of RW HOLDINGS NNN REIT, INC., JOHN H. DAVIS, CFO
of RW HOLDINGS NNN REIT, INC.; JEAN CHI EN HO, SECRETARY of RW HOLDINGS NNN REIT, INC., Member of RICH UNCLES NNN LP, LLC. CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall
be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related
Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) guaranties;
(3) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender
and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly
certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition,
Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and
payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties
set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement
are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute
an Event of Default under this Agreement or under any Related Document. MULTIPLE BORROWERS. This Agreement has been executed by
multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower."
Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation
all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without
notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional
credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate,
or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases
of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release
any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any
one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender
may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply
such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted
by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer,
assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower
or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment
of all or any part of any of Borrower's Indebtedness to Lender to the payment of any liabilities which may be due Lender or others.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the data of this Agreement, as of the date of
each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any
Indebtedness exists:




 



    	 



    	 



    

 





Organization. RW HOLDINGS NNN REIT, INC. is a corporation for
profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the
laws of the State of Maryland. RW HOLDINGS NNN REIT, INC. is duly authorized to transact business in all other states in which
RW HOLDINGS NNN REIT, INC. is doing business, having obtained all necessary filings, governmental licenses and approvals for each
state in which RW HOLDINGS NNN REIT, INC. is doing business. Specifically, RW HOLDINGS NNN REIT, INC. is, and at all times shall
be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect
on its business or financial condition. RW HOLDINGS NNN REIT, INC. has the full power and authority to own its properties and
to transact the business in which it is presently engaged or presently proposes to engage. RW HOLDINGS NNN REIT, INC. maintains
an office at 3090 BRISTOL STREET, SUITE 550, COSTA MESA, CA 92626. Unless RW HOLDINGS NNN REIT, INC. has designated otherwise
in writing, the principal office is the office at which RW HOLDINGS NNN REIT, INC. keeps its books and records including its records
concerning the Collateral. RW HOLDINGS NNN REIT, INC. will notify Lender prior to any change in the location of RW HOLDINGS NNN
REIT, INC.'s state of organization or any change in RW HOLDINGS NNN REIT, INC.'s name. RW HOLDINGS NNN REIT, INC. shall do all
things necessary to preserve and to keep in full force and effect its existence, rights and privlleges, and shall comply with
all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to RW HOLDINGS NNN REIT, INC. and RW HOLDINGS NNN REIT, INC.'s business activities. RICH UNCLES NNN OPERATING PARTNERSHIP,
LP is a limited partnership which is, and at all times shall be, duly organized, validly existing, and in good standing under
and by virtue of the laws of the State of Delaware. RICH UNCLES NNN OPERATING PARTNERSHIP, LP is duly authorized to transact business
in all other states in which RICH UNCLES NNN OPERATING PARTNERSHIP, LP is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which RICH UNCLES NNN OPERATING PARTNERSHIP, LP is doing business. Specifically,
RICH UNCLES NNN OPERATING PARTNERSHIP, LP is, and at all times shall be, duly qualified as a foreign limited partnership in all
states in which the failure to so qualify would have a material adverse effect on its business or financial condition. RICH UNCLES
NNN OPERATING PARTNERSHIP, LP has the full power and authority to own its properties and to transact the business in which it
is presently engaged or presently proposes to engage. RICH UNCLES NNN OPERATING PARTNERSHIP, LP maintains an office at 3090 BRISTOL
STREET, SUITE 550, COSTA MESA, CA 92626. Unless RICH UNCLES NNN OPERATING PARTNERSHIP, LP has designated otherwise in writing,
the principal office is the office at which RICH UNCLES NNN OPERATING PARTNERSHIP, LP keeps its books and records including its
records concerning the Collateral. RICH UNCLES NNN OPERATING PARTNERSHIP, LP will notify Lender prior to any change in the location
of RICH UNCLES NNN OPERATING PARTNERSHIP, LP's principal office address or any change in RICH UNCLES NNN OPERATING PARTNERSHIP,
LP's name. RICH UNCLES NNN OPERATING PARTNERSHIP, LP shall do all things necessary to preserve and to keep in full force and effect
its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of
any governmental or quasi-governmental authority or court applicable to RICH UNCLES NNN OPERATING PARTNERSHIP, LP and RICH UNCLES
NNN OPERATING PARTNERSHIP, LP's business activities. RICH UNCLES NNN LP, LLC is a limited liability company which is, and at all
times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware.
RICH UNCLES NNN LP, LLC is duly authorized to transact business in all other states in which RICH UNCLES NNN LP, LLC is doing
business, having obtained all necessary filings, governmental licenses and approvals for each state in which RICH UNCLES NNN LP,
LLC is doing business. Specifically, RICH UNCLES NNN LP, LLC is, and at all times shall be, duly qualified as a foreign limited
liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial
condition. RICH UNCLES NNN LP, LLC has the full power and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage. RICH UNCLES NNN LP, LLC maintains an office at 3090 BRISTOL STREET, SUITE
550, COSTA MESA, CA 92626. Unless RICH UNCLES NNN LP, LLC has designated otherwise in writing, the principal office is the office
at which RICH UNCLES NNN LP, LLC keeps its books and records including its records concerning the Collateral. RICH UNCLES NNN
LP, LLC will notify Lender prior to any change in the location of RICH UNCLES NNN LP, LLC's state of organization or any change
in RICH UNCLES NNN LP, LLC's name. RICH UNCLES NNN LP, LLC shall do all things necessary to preserve and to keep in full force
and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable to RICH UNCLES NNN LP, LLC and RICH UNCLES NNN
LP, LLC's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law
relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all
assumed business names under which Borrower does business: Borrower Assumed Business Name Filing Location Date RW HOLDINGS NNN
REIT, INC. RICH UNCLES NNN REIT, INC. ORANGE COUNTY 09-01-2017 Authorization. Borrower's execution, delivery, and performance
of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict
with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or
organization, or bylaws, or (b) Borrower's articles or agreements of partnership, or (c) Borrower's articles of organization or
membership agreements, or (d) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation,
court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial
statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and
there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial
statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.
Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when
delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their
respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in borrower’s financial
statements or in writing to lender and as accepted by Lender, and except for property tax liens for taxes not presently due and
payable, Borrower owns and has good title to all of Borrower’s properties free and clear of all Security interests, and
has not executed any security documents or financing statements relating to such properties. All of Borrower’s properties
are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at
least the last five (5) years. (initials)




 



    	 



    	 



    

 





Hazardous Substances. Except as disclosed to and acknowledged
by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral,
there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance
by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there
has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants
of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters.
(3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate,
manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any
such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances,
including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to
make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of
the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall
not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations
and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and
Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in
the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold
harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or
indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation,
manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions
of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the indebtedness
and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest
in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event
has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims,
or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge,
all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and
other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in
the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously
disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment
of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and
Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.
Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers
thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective
terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower
will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial
condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions
affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition
of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and
permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender
with the following: Additional Requirements. Financial Statements (RW.Holdlngs NNN REIT, inc.). As soon as available, but in no
event later than one-hundred-twenty (120) days after the end of each fiscal year, Borrower's balance sheet and income statement
for the year ended, audited by a Certified Public Accountant and filed with the Securities and Exchange Commission. Interim Statements
(RW Holdings NNN REIT, Inc.). As soon as available, but in no event later than fifty (50) days after the end of each fiscal quarter,
Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower and filed with the Securities
and Exchange Commission. Financial Information from Guarantor. Guarantor's shall provide or cause to be provided to Lender, the
following financial information and statements in form and content acceptable to Lender as indicated below: Tax Returns (Individual).
As soon as available, but in no event later than thirty (30) days after filing, Guarantor's signed and dated Federal and other
governmental tax returns including all Statements and Schedules (K-1's), prepared by a tax professional; and if applicable copies
of any extensions. Financial Statements (Individual). As soon as available, but in no event later than thirty (30) days upon request,
Guarantor's personal statement for the year ended, prepared by Guarantor and satisfactory to Lender. Liquidity Requirement. Guarantor's,
Raymond E. Wirta, Ray Wirta and Sandra Wirta Trust FBO Wirta Family Trust UTA 7-5-05, Harold C. Hofer and Amendment to and Complete
Restatement of Declaration of Trust Establishing the Harold C. Hofer Revocable Trust Established July 1, 1996, to maintain a minimum
combined liquidity of $15,000,000.00 to be measured on a semi-annual basis as of June 30th and December 31st of each calendar
year. Bank to be in receipt of such statements no later than thirty (30) days after each required reporting period. The term "Liquidity"
is defined as cash and readily marketable securities verified by bank or stock statements. All financial reports required to be
provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower
and Guarantor's as being true and correct. Additional Information. Furnish such additional information and statements, as Lender
may request from time to time.




 



    	 



    	 



    

 





Additional Requirements. Debt Service Coverage Ratio. Borrower
to maintain a minimum Debt Service Coverage Ratio of not less than 1.350 to 1.000. Debt Service Coverage Ratio is defined as:
Earnings Before Interest, Depreciation and Amortization less cash dividends, divided by the prior period Current Portion of Long
Term Debt, Capitalized Lease payments and Current Period Interest Expense, This ratio will be measured quarterly off of the 10-Q
and year end form Audited Statements/10-K. ADDITIONAL PROVISIONS. Borrower to comply with the following provisions: Loan Balance.
Notwithstanding anything in this Agreement to the contrary, Borrower agrees that for a period of thirty (30) consecutive days
during each of its fiscal years. Borrower shall repay the entire outstanding principal balance on the Loan and during such period
Borrower shall not have the right to, and Borrower shall not request an advance of funds under the Loan. Springing Guaranty. The
loan will be secured by Springing Guaranties which shall become effective at such time as there is a Trigger Event, as defined
below. The Guaranties are intended to be a present obligation of a future contingent commitment. A “Trigger Event”
Is defined as one or more of the following: A. The Guaranties shall be effective until the existing principal balance of the Loan
as of the date of this Agreement is paid in full. B. Failure to pay one or more subsequent advances under the Loan within ninety
(90) days of the disbursement date of such advance. In the event that the Guaranty becomes effective based on the foregoing section,
the Guaranty will remain in effect until the advance or advances are paid in full. C. The Loan to Value ratio on any real property
which Is acquired with funding in whole or in part from the Loan exceeds 75 percent at origination of the third party long-term
financing secured by the property. In this case, the Guaranty shall become effective until the Loan Is paid in full. D. Any Event
of Default is called and remains uncured under the Loan Documents or Borrower defaults under the agreements governing the Real
Estate Investment Trust, In this case, the Guaranty shall become effective until the Event of Default is cured or until the Loan
is paid in full. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender
may require with respect to Borrower’s properties and operations, in form, amounts, coverages and with insurance companies
acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates
of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without
at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In
connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will
provide Lender with such lender’s loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to
Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request,
including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner
of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more
often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual
cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement
of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors named below, on
Lender’s forms, and In the amounts and under the conditions set forth in those guaranties. Names of Guarantors Amounts RAYMOND
E. W1RTA $9,000,000.00 RAY WIRTA AND SANDRA WIRTA TRUST FBO WIRTA FAMILY TRUST UTA 7-5-05 $9,000,000.00 HAROLD C. HOFER $9,000,000.00
AMENDMENT TO AND COMPLETE RESTATEMENT OF DECLARATION OF TURST ESTABLISHING THE HAROLD C. HOFER REVOCABLE TRUST ESTABLISHED JULY
1. 1996 $9,000,000.00 Other Agreements. Comply with all terms and conditions of ail other agreements, whether now or hereafter
existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any
other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically
consented to the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and
obligations, Including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature,
imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful
claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits. Provided however.
Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality
of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s
books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.




 



    	 



    	 



    

 





Performance. Perform and comply, in a timely manner, with all
terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements
between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.
Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present
executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct
its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower’s
expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority
relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable
federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased
or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter
in effect, of all governmental authorities applicable to the conduct of Borrower’s properties, businesses and operations,
and to the use or occupancy of the Collateral, Including without limitation, the Americans With Disabilities Act. Borrower may
contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate
appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion,
Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety
bond, reasonably satisfactory to Lender, to protect Lender’s interest. Inspection. Permit employees or agents of Lender
at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s other properties and to examine
or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and
records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records
and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request
of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender
with copies of any records it may request, all at Borrower’s expense. Compliance Certificates. Unless waived in writing
by Lender, provide Lender within fifty (50) days after the end of each fiscal quarter, with a certificate executed by Borrower’s
chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set
forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of
the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply
in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional
action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower,
any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in
compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish
to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation,
directive, letter or other communication from any governmental agency or Instrumentality concerning any Intentional or unintentional
action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the
environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes,
mortgages, deeds of trust, security agreements, assignments, financing statements, Instruments, documents and other agreements
as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest In the Collateral
or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security Interests, encumbrances and other claims, at any
time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such
expenditures Incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness
and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among
and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2)
the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity.
NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without
the prior written consent of Lender: Continuity of Operations. (1) Engage in any business activities substantially different than
those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any
other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any
dividends on Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing,
but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends. CESSATION
OF ADVANCES. if Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default
under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with
Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in
the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or
(E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. DEFAULT, Each of the following
shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under
the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained
in this Agreement or in any




 



    	 



    	 



    

 





of the Related Documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties.
Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s or any Grantor’s
property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations under this
Agreement or any of the Related Documents, False Statements. Any warranty, representation or statement made or furnished to Lender
by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution
or termination of Borrower’s existence as a going business or the death of any partner, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of
any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or
Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This
Includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default
shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis
of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,
in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding
events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes
or disputes the validity of, or liability under, any Guaranty of the indebtedness. Events Affecting General Partner of Borrower.
Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent.
Change in Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%)
or more in Borrower. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change.
A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default, other than
a default on Indebtedness, is curable and if Borrower has not been given a notice of a similar default within the preceding twelve
(12) months, it may be cured if Borrower, after Lender sends written notice to Borrower, demanding cure of such default: (1) cure
the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately initiate steps which
Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable
and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event
of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations
of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation
to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will become due and
payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described In the
“Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, In equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default
and to exercise Its rights and remedies. SUPERSEDED BUSINESS LOAN AGREEMENT. This Business Loan Agreement replaces and supersedes
in its entirety that certain Business Loan Agreement dated June 7,2016. MISCELLANEOUS PROVISIONS. The following miscellaneous
provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this
Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration
or amendment. Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including
Lender’s attorneys’ fees and Lender’s legal expenses, Incurred in connection with the enforcement of this Agreement.
Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement.
Costs and expenses Include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including
attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automate stay or
injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such
additional fees as may be directed by the court, Caption Headings. Caption headings in this Agreement are for convenience purposes
only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees
and consents to Lender’s sale or transfer, whether now or later, of one or more participation interests in the Loan to one
or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one
or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter




 



    	 



    	 



    

 





relating to the
Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives
any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests.
Borrower also agrees that the purchasers of any such participation Interests will be considered as the absolute owners of such
interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale
of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against
Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser
may enforce Borrower's obligation under the Loan irrespective of the failure or Insolvency of any holder of any interest In the
Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests Irrespective of
any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal
law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to
its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California. Choice of Venue. if there
is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of ORANGE County, State of California.
Joint and Several Liability. All obligations of Borrower under this Agreement shall be joint and several, and all references to
Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for all obligations In
this Agreement. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity,
it is not necessary for Lender to Inquire into the powers of any of the officers, directors, partners, members, or other agents
acting or purporting to act on the entity's behalf, and any obligations made or created In reliance upon the professed exercise
of such powers shall be guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in
exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement
shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any
other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between
Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all
cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under
this Agreement shall be given In writing, and shall be effective when actually delivered, when actually received by telefacsimile
(unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited
in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice
to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower
agrees to keep Lender Informed at all times of Borrower's current address. Unless otherwise provided or required by law. If there
is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other
person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and
enforceable, if the offending provision cannot be so modified, It shall be considered deleted from this Agreement. Unless otherwise
required by law, the illegality, Invalidity, or unenforceability of any provision of this Agreement shall not affect the legality,
validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the
context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or
covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates.
Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any
Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and
agreements by or on behalf of Borrower contained In this Agreement or any Related Documents shall bind Borrower's successors and
assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to
assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of
Representations and Warranties. Borrower understands and agrees that In extending Loan Advances, Lender is relying on all representations,
warranties, and covenants made by Borrower In this Agreement or In any certificate or other instrument delivered by Borrower to
Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender,
all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related
Documents, shall be continuing In nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made,
and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement
shall be terminated In the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence
in the performance of this Agreement. ARBITRATION. WAIVER OF RIGHT TO TRIAL BY JURY; JUDICIAL REFERENCE IN THE EVENT OF JURY TRIAL
WAIVER UNENFORCEABILITY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION, OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT, THE OTHER RELATED DOCUMENTS, OR ANY OTHER INSTRUMENT, DOCUMENT, OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WiTH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. NOTWITHSTANDING THE FOREGOING TO THE CONTRARY,
IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED HEREIN SHALL BE HELD OR DEEMED TO BE UNENFORCEABLE, EACH PARTY HERETO HEREBY
EXPRESSLY AGREES TO SUBMIT TO




 



    	 



    	 



    

 





JUDICIAL REFERENCE ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION
ARISING HEREUNDER FOR WHICH A JURY TRIAL WOULD OTHERWiSE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE
PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE.
IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT TO HEAR ANY DISPUTES HEREUNDER
IN LIEU OF ANY SUCH JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL
ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON; PROVIDED,
HOWEVER, THAT ANY MATTERS WHICH WOULD NOT OTHERWISE BE THE SUBJECT OF A JURY TRIAL WILL BE UNAFFECTED BY THIS WAIVER AND THE AGREEMENTS
CONTAINED HEREIN. THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM'S-LENGTH
BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL
CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE
AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL
WAIVER. Borrower and Lender have each initialed this Section to further indicate their awareness and acceptance of each and every
provision hereof. Initial Here Lender’s Initial DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean
amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the
plural shall include the singular, as the context may require. Wards and terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code, Accounting words and terms not otherwise defined In this
Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on
the date of this Agreement: Advance, The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower
or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement.
The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower.
The word "Borrower" means RW HOLDINGS NNN REIT, INC.; RICH UNCLES NNN OPERATING PARTNERSHIP, LP; and RICH UNCLES NNN
LP, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word
"Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property,
whether granted directly or Indirectly, whether granted now or in the future, and whether granted in the form of a security interest,
mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law,
contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local
statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,
et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable
state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default'' mean
any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP"
means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities
granting a Security interest in any Collateral for the Loan, including without limitation alt Borrowers granting such a Security
Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of
ail or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their
quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to
human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise
handled. The words "Hazardous Substances" are used In their very broadest sense and include without limitation any and
all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous
Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.
Indebtedness. The word "indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all
principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this
Agreement or under any of the Related Documents. Lender. The word "Lender" means PACIFIC MERCANTILE BANK, Its successors
and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether
now or hereafter existing, and however evidenced, Including without limitation those loans and financial accommodations described
herein or described on any exhibit or




 



    	 



    	 



    

 





schedule attached to this Agreement from time to time. Note. The
word "Note" means the Note dated February 20, 2018 and executed by RW HOLDINGS NNN REIT, INC.; RICH UNCLES NNN OPERATING
PARTNERSHIP, LP; and RICH UNCLES NNN LP, LLC in the principal amount of $9,000,000.00, together with all renewals of, extensions
of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Related Documents.
The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements
and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security
Agreement" mean and Include without limitation any agreements, promises, covenants, arrangements, understandings or other
agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.
Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security,
present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge,
crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust
receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest
whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS
LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY 20, 2018. BORROWER: RW HOLDINGS
NNN REIT, INC. By: HAROLD C. HOFER, CEO/President of RW HOLDINGS NNN REIT, INC. RICH UNCLES NNN OPERATING PARTNERSHIP, LP RW HOLDINGS
NNN REIT, INC., General Partner of RICH UNCLES NNN OPERATING PARTNERSHIP, LP By: HAROLD C. HOFER, CEO/President of RW HOLDINGS
NNN REIT, INC. RICH UNCLES NNN LP, LLC RW HOLDINGS NNN REIT, INC., Member of RICH UNCLES NNN LP, LLC By: HAROLD C. HOFER, CEO\President
of RW HOLDINGS NNN REIT, INC. LENDER: PACIFIC MERCANTILE BANK BY: Daniel Epstein, Senior Vice President