Exhibit 10.2


 


AMENDMENT NO. 1 TO AMENDED
AND RESTATED


LIMITED PARTNERSHIP AGREEMENT
OF


AMERICAN FINANCE OPERATING
PARTNERSHIP, L.P.


 


This Amendment No. 1, dated as of February
15, 2017 to the Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P. (the "Partnership")
dated September 6, 2016 (the "Partnership Agreement") is being executed pursuant to Sections 12.3 and 7.1(a)(i)(X)
of the Partnership Agreement, to admit American Realty Capital Retail Advisor, LLC (the “RCA Advisor”), Lincoln
Retail REIT Services, LLC (“Lincoln”) and Genie Acquisition, LLC (“Merger Sub”) to the Partnership
as a Limited Partner as contemplated by the Agreement and Plan of Merger dated September 6, 2016 among the Partnership, American
Finance Trust, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Retail Operating
Partnership, L.P. and Genie Acquisition, LLC (the “Merger Agreement”).


 


A.         The
Company has issued 30,600.504 Partnership Units to the RCA Advisor, 172,921.192 Partnership Units to Lincoln and 38,210,198 Partnership
Units to Merger Sub pursuant to Section 2.1(c) of the Merger Agreement.


 


B.          This
Amendment is being executed to update the list of Partners set forth on Schedule A to the Partnership Agreement to reflect the
admission of the RCA Advisor, Lincoln and Merger Sub to the Partnership as Additional Limited Partners pursuant to Section 12.2
of the Partnership Agreement.


 


The Partnership Agreement is hereby amended
as follows:


 


1.           Exhibit
A to the Partnership Agreement is hereby amended by replacing Exhibit A attached to the Partnership Agreement with Exhibit A attached
to this Amendment.


 


2.           This
Amendment supersedes all prior amendments to Exhibit A to the Partnership Agreement. Except as modified hereby, the Partnership
Agreement remains in full force and effect.


 


3.           Capitalized
terms not defined herein shall have the meaning provided in the Partnership Agreement.


 


IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first above written.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     


    

 


	 	GENERAL PARTNER:
	 	 
	 	AMERICAN FINANCE TRUST, INC.
	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	 	Name: Edward M. Weil, Jr.
	 	 	Title: Chief Executive Officer and President


 




     


     


    

 


Exhibit A


 


Partners’ Contributions
and Partnership Interests


 


	Name and Address
    of Partner	 	Type of Interest	 	Type of Unit	 	Capital

    Contribution	 	Number of

    Partnership Units	 	Percentage

    Interest
	American Finance Trust, Inc.

        405 Park Avenue

        New York, New York 10022
	 	General Partner

    Interest	 	GP Units	 	$200,000	 	8,888	 	Less than 1%
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Limited Partner

    Interest	 	OP Units	 	None	 	66,116,656.586	 	62.62%
	 	 	 	 	 	 	 	 	 	 	 
	American Finance Advisors,

LLC	 	Limited Partner

    Interest	 	OP Units	 	$2,020	 	90	 	Less than 1%
	405 Park Avenue

    New York, New York 10022	 	Limited Partner

    Interest	 	Class B Units	 	None	 	1,052,420	 	1.0%
	 	 	 	 	 	 	 	 	 	 	 
	Genie Acquisition, LLC	 	Limited Partner

    Interest	 	OP Units	 	None	 	38,210,198	 	 36.19%
	405 Park Avenue

        New York, New York 10022
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	American Realty Capital Retail Advisor, LLC

    405 Park Avenue

    New York, New York 10022	 	Limited Partner

    Interest	 	OP Units	 	None	 	85.648	 	Less than 1%
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Limited Partner

Interest
	 	OP Units	 	None	 	30,514.856	 	Less than 1%
	 	 	 	 	 	 	 	 	 	 	 
	Lincoln Retail REIT Services,

LLC	 	Limited Partner

    Interest	 	OP Units	 	None	 	172,921.192	 	Less than 1%
	2000 McKinney Avenue, Suite
        1000

        Dallas, TX 75201
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	American Finance Trust Special Limited Partner, LLC

    405 Park Avenue

    New York, New York 10022	 	Special Limited Partner

    Interest	 	None	 	None	 	Not applicable	 	Not applicable