Exhibit 10.1


 


FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT


 


This FOURTH AMENDMENT
TO THIRD AMENDED AND RESTATED ADVISORY AGREEMENT is entered into as of January 13, 2021, by and among American Finance Trust, Inc.
(the “Company”), American Finance Operating Partnership, L.P. (the “Operating Partnership”)
and American Finance Advisors, LLC (the “Advisor”).


 


RECITALS


 


WHEREAS, the
Company, the Operating Partnership and the Advisor entered into that certain Third Amended and Restated Advisory Agreement, dated
as of September 6, 2016, as amended on July 19, 2018, March 18, 2019 and March 30, 2020 (as so amended, the “Advisory
Agreement”); and


 


WHEREAS, in
light of the continued economic impact of the COVID-19 pandemic, the Company, the Operating Partnership and the Advisor desire
to amend certain provisions of the Advisory Agreement.


 


NOW, THEREFORE,
in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	Amendment to Section 1 of the Advisory Agreement. Section 1 of the Advisory Agreement is
hereby amended as follows:



 


		a.	The definition of “Variable Management Fee Lower Threshold” is hereby replaced in its
entirety with the following:



 


“Variable Management
Fee Lower Threshold” means (i) for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020,
March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, $0.23, and (ii) for any other fiscal quarter, $0.275.


 


		b.	The definition of “Variable Management Fee Upper Threshold” is hereby replaced in its
entirety with the following:



 


“Variable Management
Fee Upper Threshold” means (i) for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020,
March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, $0.27, and (ii) for any other fiscal quarter, $0.3125.”


 


		2.	Miscellaneous. Except as expressly modified by this amendment, the remaining terms, covenants
and conditions of the Advisory Agreement shall remain in full force and effect. Capitalized terms used herein but not defined herein
shall have the respective meanings ascribed to such terms in the Advisory Agreement.



 









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Signatures on this amendment which
are transmitted electronically shall be valid for all purposes.


 


[Signature page follows.]


 









    2


     


    

 


IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, have duly executed this amendment as of the date first set forth above.


 


	 	AMERICAN FINANCE TRUST,
    INC.
	 	 	 
		By:	/s/
                                         Edward M. Weil, Jr.

                                                                 Name:
                                         Edward M. Weil, Jr.

                                                                 Title:
                                         Chief Executive Officer and President




 


	 	AMERICAN FINANCE OPERATING
    PARTNERSHIP, L.P.
	 	 	 
		By:	American Finance
                                         Trust, Inc.,

                                         its General Partner



 


		By:	/s/
                                         Katie P. Kurtz

                                                                 Name:
                                         Katie P. Kurtz

                                                                 Title:
                                         Chief Financial Officer, Treasurer and Secretary




 


	 	AMERICAN FINANCE ADVISORS,
    LLC
	 	 	 
		By:	American Finance Special Limited
                                         Partner, LLC,

                                         its sole member



 


		By:	AR Global Investments,
                                         LLC,

                                         its managing member



 


		By:	/s/
                                         Michael R. Anderson

                                                                                 Name:
                                         Michael R. Anderson

                                                                                Title:
                                         Authorized Signatory