SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENT
  

   
   

  
   THIS SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENT (the "Second
  

  
   Amendment") is made and entered into as of the 22nd day of September, 2022 (the "Effective Date"), by
  

  
   and between AEI INCOME & GROWTH FUND 24, LLC, a Delaware limited liability company
  

  
   ("Seller"), and THE KISSLING INTERESTS, LLC, a New York limited liability company
  

  
   ("Purchaser").
  

   
   

  
   WITNESSETH:
  

   
   

  
   WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as of August 29, 2022,
  

  
   between Seller and Purchaser, as amended by that certain First Amendment of Purchase and Sale
  

  
   Agreement, dated as of September 19, 2022 (collectively, the "Agreement"), Seller agreed to sell and
  

  
   Purchaser agreed to buy that certain property identified as and having an address at 398 Jonesboro Road, McDonough, GA, as is more specifically set forth in the Agreement (the "Property"); and
  

   
   

  
   WHEREAS, Seller and Purchaser desire to amend and confirm certain terms, conditions, and
  

  
   provisions of the Agreement as more fully set forth below.
  

   
   

  
   NOW, THEREFORE, for the sum of Ten and 00/100 Dollars ($10.00), the mutual promises and
  

  
   covenants contained in this Second Amendment, and other good and valuable consideration, as to all of
  

  
   which the receipt and sufficiency of which is hereby acknowledged by Seller and Purchaser, Seller and
  

  
   Purchaser agree as follows:
  

   
   

  
    
     1. 
    

    
     Incorporation of Recitals and Whereas Clauses. The introductory and Whereas clauses
    

  

  
   set forth above are hereby incorporated into this Second Amendment as if more specifically set forth
  

  
   below.
  

   
   

  
    
     2. 
    

    
     Definitions. All capitalized terms used in this Second Amendment shall have the same
    

  

  
   meaning given to them in the Agreement unless a contrary definition is specifically set forth in this
  

  
   Second Amendment.
  

   
   

  
    
     3. 
    

    
     Amendments to and Confirmations of the Agreement:
    

  

   
   

  
    
     (a)
    

    
            Purchase Price. The Purchase Price is hereby reduced by $10,000 to $2,240,000.
    

  

   
   

  
    
     4. 
    

    
     Headings. Descriptive headings are for convenience only and shall not control or affect
    

  

  
   the meaning or construction of any provision of this Second Amendment.
  

   
   

  
    
     5.
    

    
     Binding Effect. This Second Amendment shall be binding upon and shall inure to the
    

  

  
   benefit of Seller and Purchaser hereto and their respective successors and assigns.
  

   
   

  
    
     6.
    

    
     Counterparts. To facilitate execution, this Second Amendment may be executed in any
    

  

  
   number of counterparts as may be convenient or necessary, and it shall not be necessary that the
  

  
   signatures of all parties hereto be contained on any one counterpart hereof. Additionally, the parties
  

  
   hereto hereby covenant and agree that, for purposes of facilitating the execution of this Second
  

  
   Amendment, (a) the signature pages taken from separate individually executed counterparts of this
  

  
   Second Amendment may be combined to form multiple fully executed counterparts and (b) a facsimile,
  

  
   PDF or other electronic signature shall be deemed to be an original signature. All executed counterparts
  

  
   of this Second Amendment shall be deemed to be originals, but all such counterparts taken together shall
  

  
   constitute one and the same Second Amendment.
  

   
   

   
   

  
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     7. 
    

    
     Interpretation. Whenever the context hereof shall so require, the singular shall include
    

  

  
   the plural, the male gender shall include the female gender and the neuter, and vice versa.
  

   
   

  
    
     8. 
    

    
     Severability. In case of any one or more of the provisions contained in this Second
    

  

  
   Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
  

  
   invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Second
  

  
   Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been
  

  
   contained herein.
  

   
   

  
    
     9.
    

    
     Full Force and Effect. Except as set forth hereinabove, the Agreement shall remain in full
    

  

  
   force and effect.
  

   
   

  
    
     10.
    

    
     Authority. Each person signing this Second Amendment on behalf of a party warrants that he or she is duly authorized by all necessary and appropriate action to execute this Second Amendment.
    

  

   
   

  
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   IN WITNESS WHEREOF, the undersigned have executed multiple counterparts of this Second
  

  
   Amendment as of the Effective Date.
  

   
   

   
   


  	
     
      SELLER:
     

      
      

     
      AEI INCOME & GROWTH FUND 24, LLC
     

     
      By: AEI Fund Management XXI, Inc., 
     

     
             Its Managing Member
     





     
      By:_/s/ Marni Nygard
     

     
           Marni Nygard
     

     
           President
     

    	
     
      PURCHASER:
     

      
      

     
      THE KISSLING INTERESTS, LLC
     

      
      

      
      

      
      

      
      

      
      

      
      

     
      By: /s/ Anthony M Kissling
     

     
            Anthony M. Kissling
     

     
            Sole Manager