EXHIBIT 10.1


 


AMENDED AND
RESTATED ADVISORY AGREEMENT


 


THIS
AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of January 17, 2017, is between RICH UNCLES 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 intends to qualify as a REIT (as defined below), and to invest its funds in investments permitted by the terms of the
Prospectus, Articles of Incorporation and 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 Advisory Agreement, dated as of January 27, 2016 (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 (the “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.


 






     


     


    

 


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.


 


Average
Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company invested, directly
or indirectly, in equity interests in Properties, before reserves for depreciation or bad debts or other similar non-cash reserves,
computed by comparing such values at the end of each month to such values at the end of the immediately preceding month.


 


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.


 


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.


 


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


 


Company
Property. Any and all property, real, personal or otherwise, tangible or intangible, including Properties, which is transferred
or conveyed to the Company (including all rents, income, profits and gains therefrom), and which is owned or held by, or for the
account of, the Company.


 


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. The total of all real estate commissions paid by the
Company to all Persons (not including the Subordinated Participation Fee payable to the Advisor) in connection with any Sale of
one or more of the Company’s Properties shall not exceed the lesser of (i) a Competitive Real Estate Commission or (ii) six
percent of the gross sales price of the Property or Properties.


 


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 Company Property.


 


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 to the public for our Shares, after adjustment to reflect all return
of capital distributions.


 






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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 Advisor or its Affiliates, (ii) employment by the Advisor or its Affiliates, (iii)
service as an officer or director of the Advisor or its 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 advised by the Advisor, or (vi)
maintenance of a material business or professional relationship with the Advisor or any of its Affiliates. A business or professional
relationship is considered material if the gross revenue derived by the Director from the Advisor and 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 Advisor, any of its Affiliates, or the Company.


 


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.


 


Large
Investors. Investors in the Offering who have aggregate subscriptions for at least 100,000 shares ($1,000,000).


 


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 Shares outstanding as
of the date of such determination.


 


Offering.
The initial offering of Shares pursuant to a registration statement filed with the Securities and Exchange Commission on Form S-11.


 


Organizational
and Offering Expenses. Any and all costs and expenses incurred by the Company, the Advisor, the Sponsor or any Affiliate of
either in connection with the formation, qualification and registration of the Company and the marketing and distribution of Shares,
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 Organization 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, a 6.5.% cumulative, non-compounded return on Highest Prior NAV per share.


 


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.


 


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.


 






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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 common shares or preferred shares, 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.


 


Shares.
The up to 100,000,000 shares of common stock, par value $.001 per share, of the Company to be sold in the Company’s initial
public offering of Securities.


 


Sponsor.
Means 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:


 


(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 arms 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.


 






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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. 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, Articles of Incorporation and Bylaws of the Company, the Advisor
shall, either directly or by engaging an Affiliate:


 


(a)                                 
serve as the Company’s investment and financial advisor and provide research and economic and statistical data in connection
with the Company’s assets and investment policies;


 


(b)                                
provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary
for the management of the Company;


 


(c)                                 
investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary
to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents,
lenders, technical advisors, attorneys, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection,
insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing,
including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for
the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company
with any of the foregoing;


 


(d)                               
consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s
financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments
consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken
by the Company; subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments
in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties;
(iii) make investments in Properties in compliance with the investment objectives and policies of the Company; (iv) arrange for
financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from
the sale of, or otherwise deal with the investments in, Properties; and (v) enter into leases and service contracts for Company
Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company
Property;


 


(e)               
provide the Directors with periodic reports regarding prospective investments in Properties;


 


(f)               
obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties
excluding de minimis investment standards established by the Directors;


 


(g)              
negotiate on behalf of the Company with banks or lenders for loans to be made to the Company; and provided that any fees and costs
payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;


 


(h)              
obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments
or contemplated investments of the Company;


 






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(i)                
from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services
to the Company under this Agreement;


 


(j)                
provide the Company with all necessary cash management services;


 


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


 


(l)                
deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties;
and


 


(m)            
notify the Board of all proposed material transactions before they are completed.


 


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.


 


(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 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.


 






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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.


 


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, or (c) 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.


 


(a)               
Asset Management Fee. The Company shall pay to the Advisor as compensation for the advisory services rendered to the Company
under Paragraph 3 above, a monthly fee in an amount equal to 0.1% of the Company’s Average Invested Assets (the “Asset
Management Fee”), as of the end of the preceding month; provided, however, that the Advisor shall pay 50% of the pro rata
portion of its Asset Management Fee  attributable Large Investors, on a pro rata basis, to the Large Investors. 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.


 


(b)              
Acquisition Fees. The Company shall pay the Advisor a fee in the amount equal 3.0% of Company’s Contract Purchase
Price of its Properties, as Acquisition Fees. The total of all Acquisition Fees shall be reasonable, and shall not exceed 6.0%
of the contract price of the property.  However, a majority of the directors (including a majority of the independent
directors) not otherwise interested in the transaction may approve fees in excess of these limits if they determine the transaction
to be commercially competitive, fair and reasonable to the Company.


 


(c)               
Financing Coordination Fee. Other than with respect to any mortgage or other financing related to a property concurrent
with its acquisition, if an Advisor or an Affiliate 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 an Advisor or an Affiliate provides a substantial amount of the property management services
(as determined by a majority of the Independent Directors) for the Company’s Properties, then Company shall pay to the Advisor
or such Affiliate a property management fee equal to 1.5% of gross revenues from the properties managed. 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 Affiliate
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.


 






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(e)               
Leasing Commissions. If an Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority
of the Independent Directors) in connection with the Company’s leasing of a Property or Properties 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 pursuant
to 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.


 


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


 


(g)              
Subordinated Participation Fee. 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)                
40% of the product of (a) the difference of (x) the Preliminary NAV per share minus (y) the Highest Prior NAV per share,
multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, but only if this results
in a positive number, plus


 


(ii)              
40% of the product of: (a) the amount by which aggregate cash distributions to stockholders during the annual period, excluding
return of capital distributions, divided by the weighted average number of shares outstanding for the annual period, exceed the
Preferred Return, multiplied by (b) the weighted average number of shares outstanding for the annual period calculated
on a monthly basis; provided, however, that the Advisor shall pay 50% of the pro rata portion of its Subordinated Participation
Fee  attributable to Large Investors, on a pro rata basis, to the Large Investors.


 


(h)              
Liquidation Fee.


 


(i)                
The Company shall pay the Advisor 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
40.0% of the increase, if any, in the resultant value per share as compared to the Highest Prior NAV per share, multiplied by
the number of outstanding shares as of the liquidation date, subordinated to payment to Stockholders of the Preferred Return,
pro-rated for the year in which the liquidation event occurs; provided, however, that our Advisor shall pay 50% of the pro rata
portion of its Liquidation Fee  attributable to Large Investors, on a pro rata basis, to the Large Investors.


 


(ii)              
Upon termination of this Agreement by the Company without cause or by the Advisor at a time when no cause for termination exists,
the Advisor may be entitled to a termination fee if (based upon an independent NAV Per Share calculation) it would have been entitled
to a Liquidation Fee had the portfolio been liquidated on the termination date.


 


(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.


 






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10.             
Expenses.


 


(a)               
In addition to the compensation paid to the Advisor pursuant to Paragraph 9 hereof, 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:


 


(i)                
the Company’s Organizational and Offering Expenses (together with any Organizational and Offering Expenses reimbursed to
the Sponsor) not to exceed 3.0% of the proceeds raised from the Offering;


 


(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 and Securities, 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 at the
lesser of actual cost or 90% of the competitive rate charged by unaffiliated persons providing similar goods and services in the
same geographic location); and


 






    	 	Page 9	 



     


    

 


(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 (pr 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 Paragraph 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 promptly disclose to the Directors knowledge
of such condition or circumstance. 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 method, if any, set forth in the Prospectus 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.


 


(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.


 






    	 	Page 10	 



     


    

 


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 each such agreement 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 the Independent Directors for Cause or by the Advisor at a time when Cause for termination exists, then the Advisor shall not
be entitled to the value of its Liquidation Fee as provided under Paragraph 9(h) above. 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.


 


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)              
Upon termination, the Advisor shall be entitled to payment of the Liquidation Fee on the basis as described above in Paragraph
9(g). 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;


 






    	 	Page 11	 



     


    

 


(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.


 


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:	
        Rich Uncles 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.


 






    	 	Page 12	 



     


    

 


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.


 


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.


 


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


 





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


  






    	 	Page 13