Exhibit 10.1


 


SECOND AMENDED AND RESTATED ADVISORY AGREEMENT


 


THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT,
effective as of August 11, 2017, is between and among RW HOLDINGS NNN REIT, INC., a real estate investment trust organized
under the laws of the State of Maryland (the “Company”) RICH UNCLES NNN REIT OPERATOR, LLC (the “Advisor”)
and RICH UNCLES, LLC (the “Sponsor”).


 


WITNESSETH


 


WHEREAS, the Company currently qualifies as
a REIT (as defined below), and invests its funds in investments permitted by the terms of the Prospectus, the Offering Memorandum,
the Articles of Incorporation and the Bylaws of the Company and Sections 856 through 860 of the Code (as defined below);


 


WHEREAS, the Company desires to avail itself
of the experience, knowledge, sources of information, advice, assistance and contacts available to the Advisor and to have the
Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision, of the Board
of Directors of the Company all as provided herein;


 


WHEREAS, the Advisor is willing to undertake
to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth;
and


 


WHEREAS, the Company and the Advisor have previously
entered into that certain Amended and Restated Advisory Agreement, dated as of January 17, 2017 (the “Prior Agreement”)
and desire to amend and restate the Prior Agreement and to accept the rights and obligations created pursuant hereto in lieu of
the rights and obligations created under the Prior Agreement;


 


NOW, THEREFORE, in consideration of the foregoing
and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


1.           Definitions.
As used in this Advisory Agreement (this “Agreement”), the following terms have the definitions hereinafter indicated:


 


Acquisition Expenses. Any and all expenses
incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or making of any
investment, including any Property or other Permitted Investment, whether or not acquired, including, without limitation, legal
fees and expenses, travel and communication expenses, costs of appraisals, nonrefundable option payments on property not acquired
or made, accounting fees and expenses, and title insurance.


 


Acquisition Fees. Any and all fees and
commissions, exclusive of Acquisition Expenses, paid by any Person or entity to any other Person or entity (including any fees
or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making an investment including making
or investing in Properties or the purchase, development or construction of a Property, including, without limitation, real estate
commissions, acquisition fees, finder’s fees, selection fees, consulting fees, points, or any other fees or commissions of
a similar nature. Excluded shall be development fees and construction fees paid to any Person or entity not Affiliated with the
Advisor in connection with the actual development and construction of any Property. Further, Acquisition Fees will not be paid
in connection with temporary short-term investments acquired for purposes of cash management.


 




     


     


    

 


Advisor. Rich Uncles NNN REIT Operator,
LLC, a Delaware limited liability company, any successor Advisor to the Company, or any Person or entity to which Rich Uncles NNN
REIT Operator, LLC, or any successor advisor subcontracts substantially all of its functions. The Advisor will have responsibility
for the day-to-day operations of the Company.


 


Affiliate or Affiliated (or any derivation
thereof). An affiliate of another Person, which is defined as: (i) any Person directly or indirectly owning, controlling, or
holding, with power to vote 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more
of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other
Person; (iii) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (iv)
any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person
acts as an executive officer, director, trustee or general partner.


 


Applicable Class. The Class C Shares
and the Class S Shares, each as a separate class of common stock of the Company.


 


Articles of Incorporation. The Articles
of Incorporation of the Company as filed with the Secretary of State of Maryland, as amended and/or restated from time to time.


 


Asset Management Fee. The fee payable
to the Advisor for day-to-day professional management services in connection with the Company and its investments in Properties
pursuant to this Agreement.


 


Assets. The Company’s investments
in Properties plus cash and cash equivalents.


 


Board of Directors or Board. The Board
of Directors of the Company.


 


Bylaws. The bylaws of the Company, as
the same are in effect and may be amended from time to time.


 


Cause. With respect to the termination
of this Agreement, fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of fiduciary duty by the
Advisor, breach of this Agreement, or the bankruptcy of the Sponsor.


 


Class C Shares. The up to 100,000,000
Class C Shares of common stock of the Company offered for sale pursuant to the Prospectus.


 


Class S Shares. The up to 100,000,000
Class S Shares of common stock of the Company offered for sale pursuant to the Offering Memorandum.


 


Code. Internal Revenue Code of 1986,
as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision
as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable
regulations as in effect from time to time.


 




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Company. RW Holdings NNN REIT, Inc.,
a real estate investment trust organized under the laws of the State of Maryland.


 


Competitive Real Estate Commission. A
real estate or brokerage commission for the purchase or sale of property, which is reasonable, customary, and competitive in light
of the size, type, and location of the property.


 


Contract Purchase Price. The amount actually
paid or allocated (as of the date of purchase) to the purchase, development, construction or improvement of property, exclusive
of Acquisition Fees and Acquisition Expenses.


 


Contract Sales Price. The total consideration
received by the Company for the sale of Property which is owned or held by the Company.


 


Director. A member of the Board of Directors
of the Company.


 


Distributions. Any distribution of money
or other property by the Company to owners of Securities, including distributions that may constitute a return of capital for federal
income tax purposes.


 


Highest Prior NAV per Share. The highest
previous offering price for the Applicable Class of the Company’s shares, after adjustment to reflect all return of capital
distributions.


 


Independent Director. A Director who
is not and within the last two years has not been directly or indirectly associated with the Advisor by virtue of (i) ownership
of an interest in the Sponsor, the Advisor or any of their Affiliates, (ii) employment by the Sponsor, the Advisor or any of their
Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, (iv) performance of
services, other than as a Director, for the Company, (v) service as a director or trustee of more than three real estate investment
trusts sponsored by the Sponsor or advised by the Advisor, or (vi) maintenance of a material business or professional relationship
with Sponsor or the Advisor or any of their Affiliates. A business or professional relationship is considered material if the gross
revenue derived by the Director from the Sponsor, the Advisor or any of their Affiliates exceeds 5% of either the Director’s
annual gross revenue during either of the last two years or the Director’s net worth on a fair market value basis. An indirect
relationship shall include circumstances in which a Director’s spouse, parents, children, siblings, mothers- or fathers-in-law,
sons- or daughters-in-law, or brothers- or sisters-in-law are or have been associated with the Sponsor, the Advisor, any of their
Affiliates, or the Company. When this Agreement refers to approval by the Independent Directors, such approval may be made by the
conflicts committee of the Company’s Board of Directors if such committee is comprised solely of all of the Independent Directors
on the Company’s Board of Directors.


 


Joint Ventures. The joint venture or
general partnership arrangements in which the Company is a co-venturer or general partner which are established to acquire Properties.


 




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Large Investors. Investors in any of
the Offerings who have aggregate subscriptions or purchases for at least $1,000,000, excluding commissions, in the Offerings and
one or more other securities offerings sponsored by the Sponsor; provided, that a “Large Investor” may include, in
the sole discretion of the Company, clients of one or more financial advisors each of whose clients collectively meet this definition
of “Large Investor.”


 


Net Asset Value or NAV. The total value
of all Assets minus the total value of all liabilities. For the purposes of determining Net Asset Value, the Properties shall be
valued as of the date specified by the Board of Directors.


 


NAV Per Share. As of any date, the NAV
as established by our Board of Directors divided by the number of such class of Shares outstanding as of the date of such determination.


 


Offerings. The offering of Class C Shares
under the Prospectus and the offering of Class S Shares under the Offering Memorandum.


 


Offering Memorandum. Any document by
whatever name known, utilized for the purpose of offering and selling securities to investors who are non-U.S. persons under Regulation
S of the Securities Act of 1933, as amended.


 


Operating Partnership. Rich Uncles NNN
Operating Partnership, LP.


 


Organizational and Offering Expenses.
With respect to an Applicable Class, any and all costs and expenses incurred by the Company, the Advisor, the Sponsor or any of
their Affiliates in connection with the formation, qualification and registration of the Company and the marketing and distribution
of shares of such Applicable Class, including, without limitation, the following: legal, and accounting fees; printing, amending,
supplementing, mailing and distributing costs; filing, registration and qualification fees and taxes; telegraph and telephone costs;
all advertising and marketing expenses; and the total direct costs paid by the Advisor for persons employed by the Company who
respond to prospective investor inquiries. All such Organizational and Offering Expenses shall be paid for by the Sponsor subject
to the reimbursement provided by Section 10(a)(i) below, and such expenses shall include advertising, investor relations payroll
allocable to services provided in connection with the Offering, and any other expenses or costs incurred for marketing efforts
such as “open houses” and other Offering-related activities.


 


Person. An individual, corporation, partnership,
estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within
the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision
thereof.


 


Preferred Return. At any time, with respect
to the Class C Shares or the Class S Shares, as applicable, a 6.5.% cumulative, non-compounded return on Highest Prior NAV per
share for such Applicable Class.


 


Preliminary NAV. The Net Asset Value
of the Company calculated annually by the directors, including a majority of the Independent Directors, for the purpose of determining
whether the Advisor is entitled to receive a Subordinated Participation Fee for an annual period. The Preliminary NAV consists
of (i) the value of the Company’s real estate assets and liabilities reported by an independent valuation firm, as it may
be adjusted by the directors, (ii) plus all other assets held (iii) minus all accrued liabilities of the Company.


 




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Property or Properties. Interests in
(i) the real properties, including the buildings and equipment located thereon: or (ii) the real properties only; or (iii) the
buildings only, including equipment located therein; any of which are acquired by the Company, either directly or indirectly through
Joint Ventures, or other partnerships, or other legal entities.


 


Prospectus. Any document by whatever
name known, utilized for the purpose of offering and selling securities to the public.


 


REIT. A “real estate investment
trust” as defined pursuant to Sections 856 through 860 of the Code.


 


Sale or Sales. (i) Any transaction or
series of transactions whereby: (A) the Company sells, grants, transfers, conveys or relinquishes its ownership of any Property
or portion thereof, including the lease of any Property or other asset consisting of the building only, and including any event
with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company
sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all of the interest of the Company in any
Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in which the Company as a co-venturer or partner sells,
grants, transfers, conveys or relinquishes its ownership of any Property or other Permitted Investment or portion thereof, including
any event with respect to any Property or other Permitted Investment which gives rise to insurance claims or condemnation awards;
or (D) the Company sells, grants, conveys or relinquishes its interest in any Property or other Permitted Investment, or portion
thereof, including any event with respect to any Property or other Permitted Investment, which gives rise to a significant amount
of insurance proceeds or similar awards.


 


Securities. Any class of shares of common
stock or preferred stock, as such terms are defined in the Company’s Articles of Incorporation, any other Company stock,
shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly
known as “securities” or any certificates of interest, shares or participations in, temporary or interim certificates
for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.


 


Sponsor. Rich Uncles, LLC and any Person
directly or indirectly instrumental in organizing, wholly or in part, the Company or any Person who will control, manage or participate
in the management of the Company, and any Affiliate of such Person. Not included is any Person whose only relationship with the
Company is that of an independent property manager of the Company’s Properties and whose only compensation is as such. Sponsor
does not include independent third parties such as attorneys and accountants whose only compensation is for professional services.
A Person may also be deemed a Sponsor of the Company by:


 




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(a)           taking
the initiative, directly or indirectly, in founding or organizing the business or enterprise of the Company, either alone or in
conjunction with one or more other Persons;


 


(b)           receiving
a material participation in the Company in connection with the founding or organizing of the business of the Company, in consideration
of services or property, or both services and property;


 


(c)           having
a substantial number of relationships and contacts with the Company;


 


(d)           possessing
significant rights to control the Company’s Properties;


 


(e)           receiving
fees for providing services to the Company which are paid on a basis that is not customary in the industry; or


 


(f)           providing
goods or services to the Company on a basis which was not negotiated at arm’s length with the Company.


 


Stockholders. The registered holders
of the Company’s Securities.


 


Subordinated Participation Fee. The Subordinated
Participation Fee as defined in Paragraph 9(g).


 


Termination Date. The date of termination
of this Agreement whether pursuant to (i) the non-renewal of this Agreement under Paragraph 15 below or (ii) written notice of
termination under Paragraph 16 below.


 


Total Investment Value. For any given
period, the total of the aggregate book value of all of the Company’s assets invested, directly or indirectly, in Properties
before reserves for depreciation, bad debts or similar non-cash items.


 


2.           Appointment.
The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and
the Advisor hereby accepts such appointment.


 


3.           Duties
of the Advisor. Subject to Sections 4 and 7 of this Agreement, the Advisor undertakes to use its best efforts to present to
the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the
investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance
of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, the Offering
Memorandum, the Articles of Incorporation and the Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:


 


(a)           accept
and execute any and all delegated duties from the Company as a general partner of Operating Partnership;


 


(b)           find,
present and recommend to the Company real estate investment opportunities consistent with its investment policies and objectives;


 




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(c)           structure
the terms and conditions of the Company’s investments, sales and co-ownerships;


 


(d)           acquire
real estate investments on behalf of the Company in compliance with its investment objectives and policies;


 


(e)           arrange
for financing and refinancing of the Company’s real estate investments;


 


(f)           enter
into leases and service contracts for the Company’s properties;


 


(g)           review
and analyze the Company’s operating and capital budgets;


 


(h)           assist
the Company in obtaining insurance;


 


(i)           generate
an annual budget for the Company;


 


(j)           review
and analyze financial information for each of the Company’s assets and the overall portfolio;


 


(k)           formulate
and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement,
financing and refinancing, marketing, leasing and disposition of the Company’s real estate investments;


 


(l)           perform
investor-relations services;


 


(m)         maintain
the Company’s accounting and other records and assist in filing all reports required to be filed with the SEC, the Internal
Revenue Service and other regulatory agencies;


 


(n)          engage
and supervise the performance of the Company’s agents, including registrar and transfer agents;


 


(o)          perform
administrative and operational duties reasonably requested by the Company;


 


(p)          perform
any other services reasonably requested by the Company; and


 


(q)          do
all things necessary to assure its ability to render the services described in this Agreement.


 


4.           Authority
of Advisor.


 


(a)           Pursuant
to the terms of this Agreement (including the restrictions included in this Paragraph 4 and in Paragraph 7), and subject to the
continuing and exclusive authority of the Directors over the management of the Company, the Directors hereby delegate to the Advisor
the authority to (1) locate, analyze and select investment opportunities, (2) structure the terms and conditions of transactions
pursuant to which investments will be made or acquired for the Company, (3) acquire Properties in compliance with the investment
objectives and policies of the Company, (4) arrange for financing or refinancing with respect to Properties, (5) enter into leases
and service contracts for the Company’s Property, and perform other property management services, (6) oversee non-Affiliated
property managers and other non-Affiliated Persons who perform services for the Company; and (7) undertake accounting and other
record-keeping functions at the Property level.


 




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(b)           Notwithstanding
the foregoing, any investment in Properties, including any acquisition of Property by the Company (as well as any financing acquired
by the Company in connection with such acquisition), will require the prior approval of the Directors (including a majority of
the Independent Directors), provided, that a majority of the Directors, including a majority of the Independent Directors may establish
de minimis acquisition standards not requiring approval of the Directors for transactions other than transactions with a Director,
the Sponsor, the Advisor or their Affiliates.


 


(c)           If
a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents
required by them to properly evaluate the proposed investment in the Property.


 


(d)           The
prior approval of a majority of the Independent Directors and a majority of the Directors not otherwise interested in the transaction
will be required for each transaction with the Advisor or any of its Affiliates.


 


(e)           The
Directors may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Paragraph
4. If and to the extent the Directors so modify or revoke the authority contained herein, the Advisor shall henceforth submit to
the Directors for prior approval such proposed transactions involving investments which thereafter require prior approval, provided,
however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment
transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.


 


5.           Bank
Accounts. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company or
in the name of the Company and may collect and deposit into any such account or accounts, and disburse from any such account or
accounts, any money on behalf of the Company, under such terms and conditions as the Directors may approve, provided that no funds
shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such
collections and payments to the Directors and to the auditors of the Company.


 


6.           Records;
Access. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for
inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time or from time to time during
normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.


 




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7.           Limitations
on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action
which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the
Company to regulation under the Investment Company Act of 1940, (c) subject the Advisor to regulation under the Investment Advisers
Act of 1940, or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction
over the Company or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws of the Company, except
if such action shall be ordered by the Directors, in which case the Advisor shall notify promptly the Directors of the Advisor’s
judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification
or instructions from the Directors. In such event the Advisor shall have no liability for acting in accordance with the specific
instructions of the Directors so given. Notwithstanding the foregoing, the Advisor, its Directors, officers, employees and stockholders,
and stockholders, Directors and officers of the Advisor’s Affiliates shall not be liable to the Company or to the Directors
or Stockholders for any act or omission by the Advisor, its Directors, officers or employees, or stockholders, Directors or officers
of the Advisor’s Affiliates except as provided in Paragraphs 20 and 21 of this Agreement.


 


8.           Relationship
with Directors. Directors, officers and employees of the Advisor or an Affiliate of the Advisor or any corporate parents of
an Affiliate, or Directors, officers or stockholders of any director, officer or corporate parent of an Affiliate may serve as
a Director and as officers of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also
is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer of
the Company other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Directors
of the Company.


 


9.           Fees
and Limitation on Loans from Affiliates.


 


(a)           Asset
Management Fee. For each Applicable Class, the Company shall pay to the Advisor or an Affiliate of the Advisor as compensation
for the advisory services rendered to the Company under Paragraph 3 above, a monthly fee (the “Asset Management Fee”)
in an amount equal to the pro rata portion of 0.1% of the Company’s Total Investment Value as of the end of the preceding
month; provided, however, that the Advisor shall pay a portion of its Asset Management Fee as a rebate to Large Investors. Such
rebate shall be paid monthly to the Large Investors in an amount equal to one-half of the monthly Asset Management Fee percentage
(0.1%) multiplied by such Large Investor’s investment in the Company. The Asset Management Fee shall be payable monthly on
the last day of such month, or the first business day following the last day of such month. The Asset Management Fee, which must
be reasonable in the determination of the Company’s Independent Directors at least annually, may or may not be taken, in
whole or in part as to any year, in the sole discretion of the Advisor. All or any portion of the Asset Management Fee not taken
as to any fiscal year shall be deferred without interest and may be taken in such other fiscal year as the Advisor shall determine.
Additionally, to the extent the Advisor elects, in its sole discretion, to defer all or any portion of its monthly Asset Management
Fee, the Advisor agrees that it will waive, not defer, that portion of its monthly Asset Management Fee that is up to 0.025% of
the Company’s Total Investment Value.


 


(b)           Acquisition
Fees. For each Applicable Class, the Company shall pay to the Advisor a fee in an amount equal to 3.0% of the Company’s
pro rata share of the Contract Purchase Price of an investment in a Property attributable to such Applicable Class, as Acquisition
Fees. The total of all Acquisition Fees and Acquisition Expenses shall be reasonable, and shall not exceed 6.0% of the Contract
Purchase Price of the Property unless a majority of the directors (including a majority of the Independent Directors) not otherwise
interested in the transaction determine the transaction to be commercially competitive, fair and reasonable to the Company.


 




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(c)           Financing
Coordination Fee. Other than with respect to any mortgage or other financing related to a Property concurrent with its acquisition,
if the Advisor or any of its Affiliates provides a substantial amount of the services (as determined by a majority of the Independent
Directors) in connection with the post-acquisition financing or refinancing of any debt that the Company obtains relative to a
Property, then the Company shall pay to the Advisor or such Affiliate a financing coordination fee equal to 1.0% of the amount
of such financing.


 


(d)           Property
Management Fee. If the Advisor or any of its Affiliates provides a substantial amount of property management services (as determined
by a majority of the Independent Directors) for the Company’s Properties, then the Company shall pay to the Advisor or such
Affiliate a property management fee equal to 1.5% of the gross revenues from the Properties managed and owned by the Company. The
Company also will reimburse the Advisor and any of its Affiliates for property-level expenses that such Person pays or incurs on
behalf of the Company, including salaries, bonuses and benefits of Persons employed by such Person, except for the salaries, bonuses
and benefits of Persons who also serve as one of the Company’s executive officers or as an executive officer of such Person.
The Advisor or its Affiliates may subcontract the performance of its property management duties to third parties and pay all or
a portion of its property management fee to the third parties with whom it contracts for these services.


 


(e)           Leasing
Commissions. If any Property of the Company becomes unleased and the Advisor or any of its Affiliates provides a substantial
amount of the services (as determined by a majority of the Independent Directors) in connection with the Company’s leasing
of such Property to unaffiliated third parties, then the Company shall pay to the Advisor (or such Affiliate) leasing commissions
equal to 6.0% of the rents due under such lease for the first ten years of the lease term; provided, however (i) if the term of
the lease is less than ten years, such commission percentage will apply to the full term of the lease and (ii) any rents due under
a renewal of a lease of an existing tenant upon expiration of the initial lease agreement (including any extensions provided for
thereunder) shall accrue a commission of 3.0% in lieu of the aforementioned 6.0% commission. To the extent that an unaffiliated
real estate broker assists in such leasing services, any compensation paid by the Company to the Advisor or any of its Affiliates
will be reduced by the amount paid to such unaffiliated real estate broker.


 


(f)           Disposition
Fee. For substantial assistance in connection with the sale of any Property, the Company shall pay to its Advisor or one of
its Affiliates 3.0% of the Contract Sales Price of each Property; provided, however, that if, in connection with such disposition,
commissions are paid to third parties unaffiliated with the Advisor or any of its Affiliates, the disposition fees paid to the
Advisor, the Sponsor, their Affiliates and unaffiliated third parties may not in the aggregate exceed the lesser of the Competitive
Real Estate Commission or 6% of the Contract Sales Price.


 




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(g)           Subordinated
Participation Fee. For each Applicable Class, the Company shall pay to the Advisor or one of its Affiliates a subordinated
participation fee calculated as of December 31 of each year and paid (if at all) in the immediately following January. The subordinated
participation fee is only due if the Preferred Return is achieved and is equal to the sum of:


 


(i)           30%
of the product of (a) the difference of (x) the Preliminary NAV per share minus (y) the Highest Prior NAV per share of such
Applicable Class, multiplied by (b) the number of shares outstanding of such Applicable Class as of December 31 of the relevant
annual period, but only if this results in a positive number, plus


 


(ii)         30%
of the product of: (a) the amount by which aggregate cash distributions to holders of such Applicable Class during the annual period,
excluding return of capital distributions, divided by the weighted average number of shares of common stock outstanding for the
annual period, exceed the Preferred Return, multiplied by (b) the weighted average number of shares of such Applicable Class
outstanding for the annual period calculated on a monthly basis; provided, however, the Advisor shall pay to each Large Investor
one-third of the Subordinated Participation Fee percentage (30%) multiplied by such Large Investor’s investment in the Company.


 


The Subordinated Participation Fee may be paid
in the form of shares of the Company’s common stock determined using a price equal to the NAV Per Share of the Class C Shares
as of December 31 of the prior year (i.e., after deduction of the Subordinated Participation Fee from the Preliminary NAV).


 


(h)           Liquidation
Fee. The Company shall pay the Advisor or one of its Affiliates a Liquidation Fee calculated from the value per share resulting
from a liquidation event, including but not limited to a sale of all of the Properties, a public listing, or a merger with a public
or non-public company, equal to 30% of the increase, if any, in the resultant value per share as compared to the Highest Prior
NAV per Share, if any, multiplied by the number of outstanding shares of the Company’s common stock as of the liquidation
date, subordinated to payment to the Company’s stockholders of the Preferred Return, pro-rated for the year in which the
liquidation event occurs; provided, however, the Advisor shall pay to each Large Investor one-third of the Liquidation Fee percentage
(30%) multiplied by such Large Investor’s investment in the Company.


 


(i)           Loans
from Affiliates. The Company may not borrow money from the Advisor or any Affiliate of the Advisor, unless a majority of the
Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve the transaction
as being fair, competitive, and commercially reasonable and no less favorable to the Company than loans between unaffiliated parties
under the same circumstances.


 


10.         Expenses.


 


(a)           In
addition to the compensation paid to the Advisor pursuant to Paragraph 9 hereof, for each Applicable Class, the Company shall pay
directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor in connection with the services it provides
to the Company pursuant to this Agreement, including, but not limited to:


 




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(i)           the
Company’s Organizational and Offering Expenses (including any Organizational and Offering Expenses reimbursed to the Sponsor),
but not to exceed 3.0% of the gross proceeds raised from the Offerings, including dividend reinvestment proceeds for the Offerings
but excluding upfront commissions and fees on the sale of Class S Shares;


 


(ii)         the
Acquisition Expenses incurred in connection with the selection and acquisition of Properties;


 


(iii)        the
actual cost of goods and materials used by the Company and obtained from entities not Affiliated with the Advisor, other than Acquisition
Expenses;


 


(iv)        interest
and other costs for borrowed money, including discounts, points and other similar fees;


 


(v)         taxes
and assessments on income or Property and taxes as an expense of doing business;


 


(vi)        costs
associated with insurance required or deemed necessary by the Directors in connection with the business of the Company or by the
Directors;


 


(vii)       expenses
of managing and operating Properties owned by the Company, whether payable to an Affiliate of the Company or a non-Affiliated Person;


 


(viii)      all
expenses in connection with payments to the Directors and meetings of the Directors and Stockholders;


 


(ix)        expenses
associated with listing or with the issuance and distribution of shares of such Applicable Class, such as advertising expenses,
taxes, legal and accounting fees, and listing and registration fees;


 


(x)         expenses
connected with payments of Distributions in cash or otherwise made or caused to be made by the Directors to the Stockholders;


 


(xi)        expenses
of organizing, revising, amending, converting, modifying, or terminating the Company or the Articles of Incorporation;


 


(xii)       expenses
of maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other
Stockholder reports, proxy statements and other reports required by governmental entities;


 


(xiii)      expenses
related to negotiating and servicing loans;


 


(xiv)      administrative
service expenses (including personnel costs; provided, however, that no reimbursement shall be made for costs of personnel to the
extent that such personnel perform services in transactions for which the Advisor receives a separate fee); and


 




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(xv)       audit,
accounting and legal fees.


 


(b)           Expenses
incurred by the Advisor on behalf of the Company and payable pursuant to this Paragraph 10 shall be reimbursed no less often than
monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter, and
shall deliver such statement to the Company within 45 days after the end of each quarter.


 


11.         Limitation
on Payments. Notwithstanding any other provision of this Agreement, the Advisor shall not be entitled to receive, and the Company
shall not pay to the Advisor, any of its Affiliates or any third party, any amounts that would result in the Company violating
the Articles of Incorporation, including, without limitation, the provisions of Section 6.4 (or any successor provision) to the
Articles of Incorporation. If the Advisor or any of its Affiliates receive any payments that would cause any provision of the Articles
of Incorporation to be violated, and the receipt of such payment is not approved in the manner, if any, provided in the Articles
of Incorporation that would result in such payment being permitted, then the Advisor or such Affiliate shall promptly, upon request
by the Company reimburse the Company the amount by which the aggregate amount received by the Advisor or its Affiliates exceed
the amounts permitted by the Articles of Incorporation.


 


12.         Other
Services. Should the Directors request that the Advisor or any director, officer or employee thereof render services for the
Company other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are
agreed by the Advisor and the Independent Directors of the Company, subject to the limitations contained in the Articles of Incorporation,
and shall not be deemed to be services pursuant to the terms of this Agreement.


 


13.         Other
Activities of the Advisor. 


 


(a)           Nothing
herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice
to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or
its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, employee, or stockholder of the
Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation,
firm, individual, trust or association. The Advisor may, with respect to any investment in which the Company is a participant,
also render advice and service to each and every other participant therein. The Advisor shall report to the Directors the existence
of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict
of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other partnership,
corporation, firm, individual, trust or association. The Advisor or its Affiliates shall disclose to the Directors knowledge of
such condition or circumstance in accordance with Section 13(d) hereof. If the Sponsor, Advisor, Director or Affiliates thereof
have sponsored other investment programs with similar investment objectives which have investment funds available at the same time
as the Company, it shall be the duty of the Directors (including the Independent Directors) to adopt the methods, if any, set forth
in the Prospectus and the Offering Memorandum or another reasonable method by which properties are to be allocated to the competing
investment entities and to use their best efforts to apply such method fairly to the Company.


 




    	 	13	 



     


    

 


(b)           The
Advisor shall be required to use its best efforts to present a continuing and suitable investment program to the Company which
is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor
shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character
which, if presented to the Company, could be taken by the Company.


 


(c)           In
the event that the Advisor or its Affiliates is presented with a potential investment which might be made by the Company and by
another investment entity which the Advisor or its Affiliates advises or manages, the Advisor and its Affiliates shall consider
the investment portfolio of each entity, cash flow of each entity, the effect of the acquisition on the diversification of each
entity’s portfolio, rental payments during any renewal period, the estimated income tax effects of the purchase on each entity,
the policies of each entity relating to leverage, the funds of each entity available for investment and the length of time such
funds have been available for investment. In the event that an investment opportunity becomes available which is suitable for both
the Company and a public or private entity which the Advisor or its Affiliates are Affiliated, then the entity which has had the
longest period of time elapse since it was offered an investment opportunity will first be offered the investment opportunity.
For purposes of this conflict resolution procedure, an investment opportunity will be considered “offered” to the Company
when an opportunity is presented to the Board of Directors for its consideration.


 


(d)           The
Advisor shall inform the conflicts committee of the Company’s Board of Directors each quarter of the investments that have
been purchased by other Rich Uncles-sponsored programs and Rich Uncles-advised investors for whom the Advisor or one of its Affiliates
serves as an advisor so that the conflicts committee can evaluate whether the Company is receiving its fair share of opportunities.


 


14.         Relationship
of Advisor and Company. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this
Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.


 


15.         Term;
Termination of Agreement. This Agreement shall continue in force for one year from the date of this Agreement, subject to an
unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Directors to evaluate
the performance of the Advisor annually before renewing the Agreement, and such renewal shall have a term of no more than one year.


 


16.         Termination
by Either Party. This Agreement shall be terminable by a majority of the Independent Directors, or the Advisor, in either case
on 60 days’ written notice and with or without Cause; provided, however, that if this Agreement is terminated by (x) the
Independent Directors without Cause or (y) by the Advisor at a time when Cause for termination exists, then the Advisor shall be
entitled to the value of its Liquidation Fee as provided under Paragraph 9(h) above determined based on the NAV Per Share at the
date of termination. In the event of the termination of this Agreement, the Advisor will cooperate with the Company and take all
reasonable steps requested to assist the Directors in making an orderly transition of the advisory function.


 




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17.         Assignment
to an Affiliate. This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors
(including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under
this Agreement without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company without the
consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor
to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder
and by the terms of said assignment in the same manner as the Company is bound by this Agreement.


 


18.         Subcontracts
with Affiliates. The Advisor may subcontract with an Affiliate for a portion of the services and duties to be performed under
this Agreement without obtaining the approval of the Directors to the extent such services or duties are primarily administrative
in nature. The Advisor may further subcontract any rights to receive fees or other payments for such services or duties under this
Agreement without obtaining the approval of the Directors.


 


19.         Payments
to and Duties of Advisor Upon Termination.


 


(a)           After
the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled
to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and
all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, exclusive of disputed items arising out
of possible unauthorized transactions.


 


(b)           The
Advisor shall be entitled to receive all accrued but unpaid compensation and expense reimbursements in cash within 30 days of the
Termination Date.


 


(c)           The
Advisor shall promptly upon termination:


 


(i)           pay
over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any
accrued compensation and reimbursement for its expenses to which it is then entitled;


 


(ii)         deliver
to the Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held
by it, covering the period following the date of the last accounting furnished to the Directors;


 


(iii)        deliver
to the Directors all assets, including Properties, and documents of the Company then in the custody of the Advisor; and


 


(iv)        cooperate
with the Company to provide an orderly management transition.


 




    	 	15	 



     


    

 


20.         Indemnification
by the Company. The Company shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers,
directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder,
and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related
expenses are not fully reimbursed by insurance, subject to any limitations imposed by the laws of the State of Maryland or the
Articles of Incorporation of the Company. Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or
be held harmless pursuant to this Paragraph 20 for any activity for which the Advisor shall be required to indemnify or hold harmless
the Company pursuant to Paragraph 21. Any indemnification of the Advisor may be made only out of the net assets of the Company
and not from Stockholders.


 


21.         Indemnification
by Advisor. The Advisor shall indemnify and hold harmless the Company from contract or other liability, claims, damages, taxes
or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses
and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud,
misconduct, or gross negligence, but the Advisor shall not be held responsible for any action of the Board of Directors in following
or declining to follow any advice or recommendation given by the Advisor.


 


22.         Notices.
Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other
method of giving such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted
by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery
service to the addresses set forth herein:


 


	To the Directors and to the Company:	
        RW Holdings NNN REIT, Inc. 

        3080 Bristol Street, Suite 550 

        Costa Mesa, CA 92626 

        Attn: Jean Ho

         

	 	 
	To the Advisor:	
        Rich Uncles NNN REIT Operator, LLC 

        3080 Bristol Street, Suite 550 

        Costa Mesa, CA 92626 

        Attn: Harold Hofer



 


Either party may at any time give notice in writing to the other
party of a change in its address for the purposes of this Paragraph 22.


 


23.         Modification.
This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing
signed by both parties hereto, or their respective successors or assignees.


 


24.         Severability.
The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 




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25.         Construction.
The provisions of this Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of
the State of Maryland applicable to contracts to be made and performed entirely in said state.


 


26.         Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. The Prior Agreement
is hereby amended and restated its entirety as set forth herein. All provisions of, rights granted and covenants made in the Prior
Agreement are hereby waived, released and superseded in their entirety and shall have no further force and effect.


 


27.         Indulgences,
Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.


 


28.         Gender.
Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.


 


29.         Headings
Not to Affect Interpretation. The headings of paragraphs and subparagraphs contained in this Agreement are for convenience
only and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.


 


30.         Execution
in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories.


 


[Remainder of Page Intentionally Left Blank]


 




    	 	17	 



     


    

 


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


 


	 	RW Holdings NNN REIT, Inc.
	 	 
	 	By:	 
	 	Name:	Jean Ho
	 	Title:	Chief Financial Officer
	 	 	 
	 	Rich Uncles NNN REIT Operator, LLC
	 	 	 
	 	By:	 
	 	Name:	Harold Hofer
	 	Title:	Manager
	 	 	 
	 	Rich Uncles, LLC
	 	 	 
	 	By:	 
	 	Name:	Harold Hofer
	 	Title:	Manager


 




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