Common use of TRANSACTION NOTICE Clause in Contracts

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REIT, Inc., a Maryland corporation (the “Company”), and New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist Securities, Inc. and B. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”), dated September [__], 2020 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_____], 20[__], [_____], 20[__], [_____], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_____] Maximum Number of Shares to be Sold on each Trading Day: [_____] Floor Price: USD [________.__] Compensation: [____]% of the gross proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: [•] By: Name: Title: [•] Ladies and Gentlemen: New York City REIT, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September [ ], 2020 (the “Equity Distribution Agreement”), between the Company and New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist Securities, Inc. and B. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [______] shares of the Company’s Class A common stock, par value $0.01 per share (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [•] to the Company for the Purchased Shares. This option may be exercised by [•] at any time on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [•], and [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•] and the Company. NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: [•] By: Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by [•]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•●] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REITCompany and BMO Capital Markets Corp., B. Xxxxx FBR, Inc., a Maryland corporation (the “Company”)D.X. Xxxxxxxx & Co., Jxxxxx Mxxxxxxxxx Xxxxx LLC, J.X. Xxxxxx Securities LLC and New York City Operating PartnershipRBC Capital Markets, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist Securities, Inc. and B. Xxxxx Securities, Inc. LLC (each an “Agent” and collectively, the “Agents”), dated September February [__], 2020 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [______], 20[__], [______], 20[__], ] . . . [______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [______] Maximum Number of Shares to be Sold on each Trading Day: [______] Floor Price: USD USD[________.__] Compensation: [______]% of the gross proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. ByConfirmed as of the date first above mentioned: New York City REIT, Inc., its general partner By: Name: Title: [•] By: Name: Title: [•] Ladies and Gentlemen: New York City REIT, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September [ ], 2020 (the “Equity Distribution Agreement”), between the Company and New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist Securities, Inc. and B. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [______] shares of the Company’s Class A common stock, par value $0.01 per share (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [•] to the Company for the Purchased Shares. This option may be exercised by [•] at any time on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [•], and [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•] and the Company. NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: [•] By: Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by [•]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]:

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REITAmerican Finance Trust, Inc., a Maryland corporation (the “Company”), and New York City American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx Securities, Inc., Citizens Capital Markets, Inc., X.X. Xxxxxxxx & Co., KeyBanc Capital Markets Inc., Ladenburg Xxxxxxxx & Co. Inc., and Truist Securities, Inc. and B. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”), dated September January [__●], 2020 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__], ] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD USD[________.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: the date first above written: [•] By: Name: Title: [•] Ladies and Gentlemen: New York City REITAmerican Finance Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September [ January [●], 2020 2021 (the “Equity Distribution Agreement”), between the Company and New York City American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx Securities, Inc., Citizens Capital Markets, Inc., X.X. Xxxxxxxx & Co., KeyBanc Capital Markets Inc., Ladenburg Xxxxxxxx & Co. Inc., and Truist Securities, Inc. and B. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [_______] shares of the Company’s Class A common stock, par value $0.01 per share 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [_______] shares of such common preferred stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [•] to the Company for the Purchased Shares. This option may be exercised by [•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [•], and [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•] and the Company. NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: the date first above written: [•] By: Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by [•]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REIT, Inc.Investors Real Estate Trust, a Maryland corporation North Dakota real estate investment trust (the “Company”), and New York City Operating Partnership, L.P.IRET Properties, a Delaware limited partnership North Dakota Limited Partnership (the “Operating Partnership”), and Truist SecuritiesBMO Capital Markets Corp., BTIG, LLC, Jxxxxxxxx LLC, Rxxxxxx Jxxxx & Associates, Inc. and B. Rxxxxx X. Xxxxx Securities, Inc. & Co. Incorporated (each an “Agent” and collectively, the “Agents”), dated September [__]November 7, 2020 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__], ] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD USD[________.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: Accepted and agreed as of the date first above written: [•] By: Name: Title: [•] Ladies and Gentlemen: New York City REIT, Inc.Investors Real Estate Trust, a Maryland corporation North Dakota real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September [ ]November 7, 2020 2019 (the “Equity Distribution Agreement”), between the Company and New York City Operating Partnership, L.P.IRET Properties, a Delaware limited partnership North Dakota Limited Partnership (the “Operating Partnership”), and Truist SecuritiesBMO Capital Markets Corp., BTIG, LLC, Jxxxxxxxx LLC, Rxxxxxx Jxxxx & Associates, Inc. and B. Rxxxxx X. Xxxxx Securities, Inc. & Co. Incorporated (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [_______] shares of the Company’s Class A common stockshares of beneficial interest, no par value $0.01 per share (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [_______] shares of such common stock shares of beneficial interest (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [•] to the Company for the Purchased Shares. This option may be exercised by [•] at any time (but not more than once) on or before the thirtieth 30th day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [•], and [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•] and the Company. NEW YORK CITY REITBy: Name: Mxxx X. Xxxxxx, INCXx. Title: Chief Executive Officer By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: TitleAccepted and agreed as of the date first above written: [•] By: Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by [•]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same same-day funds.]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [•Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REIT, Inc., a Maryland corporation (the “Company”), and New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist Securities, Inc. and B. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”)Canadian Agent and the U.S. Agent, dated September [_______], 2020 20[__] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__], ] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor PriceStock exchange: USD [_______] Floor Price: USD[__.__] CompensationVery truly yours, ELDORADO GOLD CORPORATION By:______________________________ Name: Title: Accepted and agreed as of the date first above written: [BMO NXXXXXX BXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ Name: Title: [BMO Nxxxxxx Bxxxx Inc.] / [BMO Capital Markets Corp.] [3 Times Square] / [____]% of the gross proceeds from the sale of Shares Very truly yours___] [New York, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: 10036] / [•] By: Name: Title: [•_______] Ladies and Gentlemen: New York City REIT, Inc.Eldorado Gold Corporation, a Maryland corporation governed by the Canada Business Corporations Act (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September [ [_______], 2020 20[__] (the “Equity Distribution Agreement”), between the Company and New York City Operating PartnershipCompany, L.P., a Delaware limited partnership BMO Nxxxxxx Bxxxx Inc. (the “Operating PartnershipCanadian Agent”), ) and Truist Securities, Inc. and B. Xxxxx Securities, Inc. BMO Capital Markets Corp. (each an “Agent” and collectively, the “AgentsU.S. Agent”), ) to issue and sell to the [•Canadian Agent / U.S. Agent] [_______] shares of the Company’s Class A common stockshares, no par value $0.01 per share (the “Purchased Shares”) )[, and, solely for the purpose of covering over-allotments, to grant to the [•Canadian Agent / U.S. Agent] the option to purchase an additional [_______] shares of such common stock shares (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [The [•Canadian Agent / U.S. Agent] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by the [•Canadian Agent / U.S. Agent] to the Company for the Purchased Shares. This option may be exercised by the [•Canadian Agent / U.S. Agent] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the [•Canadian Agent / U.S. Agent], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the [•Canadian Agent / U.S. Agent] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to the [•Canadian Agent / U.S. Agent], and the [•Canadian Agent / U.S. Agent] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the [•Canadian Agent / U.S. Agent] and the Company. NEW YORK CITY REIT, INC. ELDORADO GOLD CORPORATION By: :___________________________ Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: TitleAccepted and agreed as of the date first above written: [•BMO NXXXXXX BXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By: :_____________________________ Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by the [•Canadian Agent / U.S. Agent]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To the [Canadian Agent’s / U.S. Agent’s] account, or the account of [Canadian Agent’s / U.S. Agent’s] designee, at [The Depository Trust Company / CDS] via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): ● the officer’s certificate referred to in Section 4(c); ● the legal opinions referred to in Section 4(e) and Section 3(q); ● the “comfort letter” referred to in Section 4(f); and ● such other documents as the [Canadian Agent / U.S. Agent] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•Addressee Manager] under, and pursuant to, that certain Equity Distribution Agreement between among the New York City REITPartnership and BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., a Maryland corporation (the “Company”)Xxxxxxxxx LLC, and New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist SecuritiesXxxxxxx Xxxxx & Associates, Inc. and B. Xxxxx SecuritiesRBC Capital Markets, Inc. (each an “Agent” and collectively, the “Agents”)LLC, dated September [__]November 7, 2020 2014 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [_____[ ], 20[__[ ], [_____[ ], 20[__], [_____[ ] [ ], 20[__[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [_____] [ ], Maximum Number of Shares Units to be Sold on each Trading Day: [_____] [ ], Floor Price: USD USD[ . ] Compensation to [________.__] CompensationAddressee Manager]: [____[ ]% of the gross offering proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIPEnLink Midstream GP, L.P. By: New York City REIT, Inc.LLC, its general partner General Partner By: Name: Title: [•Manager] By: Name: Title: [•Address] [City, State Zip] Ladies and Gentlemen: New York City REITEnLink Midstream Partners, Inc.LP, a Maryland corporation Delaware limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September [ ]November 7, 2020 2014 (the “Equity Distribution Agreement”), between among the Company Partnership and New York City Operating PartnershipBMO Capital Markets Corp., L.P.Xxxxxxx Lynch, a Delaware limited partnership (the “Operating Partnership”)Pierce, and Truist SecuritiesXxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Xxxxxxx Xxxxx & Associates, Inc. and B. Xxxxx SecuritiesRBC Capital Markets, Inc. (each an “Agent” and collectively, the “Agents”)LLC, to issue and sell to [•Addressee Manager] [______[ ] shares of common units representing limited partner interests in the Company’s Class A common stock, par value $0.01 per share Partnership (the “Purchased SharesCommon Units”) )[, and, solely for the purpose of covering over-allotments, to grant to [•Addressee Manager] the option to purchase an additional [______[ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•Addressee Manager] shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by [•Addressee Manager] to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by [•Addressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•Addressee Manager], as agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to [•Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to [•Addressee Manager], and [•] agrees Addressee Manager]agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•Addressee Manager] and the CompanyPartnership. NEW YORK CITY REITBy: EnLink Midstream GP, INC. LLC, its General Partner By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. ByAccepted and agreed as of the date first above written: New York City REIT, Inc., its general partner By: Name: Title: [•] By: Name: Title: [Price to Public: USD[_____.__[ . ] per shareunit] Purchase Price by [•Addressee Manager]: USD[_____.__[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REITAmerican Finance Trust, Inc., a Maryland corporation (the “Company”), and New York City American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist SecuritiesBMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and B. Xxxxx SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated September [__May [ ], 2020 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__], ] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD USD[________.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: Accepted and agreed as of the date first above written: [•] By: :______________________________ Name: Title: [•] Ladies and Gentlemen: New York City REITAmerican Finance Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September May [ ], 2020 2019 (the “Equity Distribution Agreement”), between the Company and New York City American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist SecuritiesBMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and B. Xxxxx SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [_______] shares of the Company’s Class A common stock, par value $0.01 [_.__] per share (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [•] to the Company for the Purchased Shares. This option may be exercised by [•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [•], and [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•] and the Company. NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: Accepted and agreed as of the date first above written: [•] By: :_____________________________ Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by [•]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the New York City REITAmerican Finance Trust, Inc., a Maryland corporation (the “Company”), and New York City American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist SecuritiesBMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and B. Xxxxx SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated September [__May [ ], 2020 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__], ] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD USD[________.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: Accepted and agreed as of the date first above written: [•] By: :______________________________ Name: Title: [•] Ladies and Gentlemen: New York City REITAmerican Finance Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated September May [ ], 2020 2019 (the “Equity Distribution Agreement”), between the Company and New York City American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist SecuritiesBMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and B. Xxxxx SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [_______] shares of the Company’s Class 7.50% Series A common stock, par value $0.01 per share Cumulative Redeemable Perpetual Preferred Stock (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [_______] shares of such common preferred stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [•] to the Company for the Purchased Shares. This option may be exercised by [•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [•], and [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [•] and the Company. NEW YORK CITY REIT, INC. By: Name: Title: NEW YORK CITY OPERATING PARTNERSHIP, L.P. By: New York City REIT, Inc., its general partner By: Name: Title: Accepted and agreed as of the date first above written: [•] By: :_____________________________ Name: Title: [Price to Public: USD[_____.__] per share] Purchase Price by [•]: USD[_____.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]