Exhibit 10.1


 





AMENDMENT NO. 2 TO


THIRD AMENDED AND RESTATED ADVISORY
AGREEMENT


 


This AMENDMENT NO.
2 TO THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) is entered into as of March 18, 2019 (“Effective
Date”), by and among American Finance Trust, Inc. (f/k/a American Realty Capital Trust V, Inc.) (the “Company”),
American Finance Operating Partnership, L.P. (f/k/a American Realty Capital Operating Partnership V, L.P.) (the “Operating
Partnership”) and American Finance Advisors, LLC (f/k/a American Realty Capital Advisors V, 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 by the First Amendment thereto dated as of July 19, 2018, the “Advisory Agreement”);


 


WHEREAS, the
parties desire to amend a certain provision of the Advisory Agreement.


 


WHEREAS, the
independent directors of the Board, the Company and the Operating Partnership have approved the amendment.


 


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 11(a)(xiii) of the Advisory Agreement. Section 11(a)(xiii) of the Advisory
Agreement is hereby amended by inserting:



 


		a.	after “such services” and before “;”
the following:



 


“which, for the avoidance
of doubt, shall include the Company’s chief executive officer, president, chief financial officer, secretary and treasurer”;
and


 


		b.	before “; and” the following



 


“provided further that, the
aggregate amount of expenses relating to salaries, wages and benefits (which, for the avoidance of doubt excludes expenses related
to overhead, travel, conferences and related expenses) that the Company shall be required to reimburse pursuant to this Section
11(a)(xiii) for any fiscal year shall not exceed the Capped Reimbursement Amount. For these purposes, the “Capped Reimbursement
Amount” for any fiscal year shall be the greater of (a) $7,000,000 (the “Fixed Component”) and (b) the Variable
Component as calculated pursuant to the next sentence. The Variable Component for any fiscal year shall be (i) the sum of the total
real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real
Estate Cost”) in such year divided by four (4), which amount shall be (ii) multiplied by 0.20%. Each of the
Fixed Component and the Variable Component of the Capped Reimbursement Amount shall also be increased by an annual cost of living
adjustment equal to such portion of the Capped Reimbursement Amount (as determined above) multiplied by the greater of (x)
3.0% and (y) the CPI for the prior year ended December 31st. For these purposes, CPI shall be calculated by reference
to the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumer Price Index,
New York-Newark-Jersey City with reference date (1982-1984) that equals 100.0 or the successor of this index. Notwithstanding anything
to the contrary herein, (a) in no event shall the Advisor or its affiliates be entitled to reimbursement for the salary, wages
or benefits of any person who is a partner, member or equity owner of the Sponsor and (b) in the event of a board instructed reduction
in the Real Estate Cost by 25% or more, in one or a series of related dispositions in which the proceeds of such disposition(s)
are not reinvested in Investments, then within twelve (12) months following the closing of such disposition(s) the Advisor and
the Company will enter into good faith negotiations to reset the Fixed Component, provided that if the proceeds of such disposition(s)
are paid to shareholders as a special distribution or used to repay Loans with no intent of subsequently re-financing and re-investing
the proceeds thereof in Investments, the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component
within ninety (90) days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the
reduced assets of the Company.


 



     


     


    

 





		2.	Miscellaneous. Except as expressly modified by this Amendment, the 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. Signatures on this Amendment which are transmitted
electronically shall be valid for all purposes, however any party shall deliver an original signature of this Amendment to the
other party upon request.



 


[Signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned,
intending to be legally bound hereby, have duly executed this agreement 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/
Edward M. Weil, Jr.
	 	Name: 	Edward M. Weil, Jr.
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	 	 
	 	AMERICAN FINANCE ADVISORS, LLC
	 	 	 
	 	By: American Finance Special Limited Partner, LLC, its sole member
	 	 	 
	 	By: AR Global Investments, LLC, its sole member
	 	 	 
	 	 	 
	 	By:	/s/
Michael R. Anderson
	 	Name: 	Michael R. Anderson
	 	Title:	Authorized Signatory