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 American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated May [ ], 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[__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] By:______________________________ Name: Title: [•] Ladies and Gentlemen: American 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 May [ ], 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust 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 $[_.__] 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. By: Name: Title: 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 We refer to propose certain terms of the Agency Transaction entered into with [•] under, Amended and pursuant to, that certain Equity Distribution Agreement between the American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”)Restated Master Repurchase Agreement, dated May [ ]as of October 10, 2019 2023 (the “Agreement”). Please indicate your acceptance of , among PMT ISSUER TRUST – FMSR (the proposed terms below. Upon acceptance“Issuer Buyer”), PMT CO-ISSUER TRUST I – FMSR (the “Co-Issuer Buyer”, and collectively with PMT ISSUER TRUST – FMSR, the particular Agency Transaction to which this Transaction Notice relates shall supplement“Buyers”), form a part ofPennyMac Corp. (the “PMC Seller”), and be subject toPennyMac Holdings, LLC (the “PMH Seller”, collectively with the PMC Seller, the Agreement“Sellers”) and PennyMac Mortgage Investment Trust (the “Guarantor”). Capitalized terms Each capitalized term used but not otherwise defined herein shall have the meanings ascribed to them meaning specified in the Agreement. The terms This notice is being delivered by the [PMC Seller][PMH Seller][Sellers] pursuant to Section 2.02 of the particular Agency Transaction to which this Transaction Notice relates are Agreement. Please be notified that the [PMC Seller][PMH Seller][Sellers] hereby irrevocably requests that the [Issuer Buyer][Co-Issuer Buyer] enter into the following Transaction(s) with the [PMC Seller][PMH Seller][Xxxxxxx] 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, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] By:The requested Purchase Date is _______________. The [PMC Seller][PMH Seller][Sellers] requests that the proceeds of the Purchase Price be deposited in the [PMC Seller’s][PMH Seller’s][Sellers’] account at _______, ABA Number _______, account number ____, References: _____, Attn: _______. The Sellers hereby represent and warrant that each of the representations and warranties made by such Sellers in each of the Program Agreements to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which includes the Assets to be subject to the requested Transaction. PENNYMAC CORP., as a Seller By: PENNYMAC HOLDINGS, LLC, as a Seller By: Exhibit A-2 [Asset Schedule] Dated: [_______________ Name] PMT ISSUER TRUST - FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Wilmington, Delaware 19801 Attention: TitleCorporate Trust Administration Phone Number: [•] (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx PMT CO-ISSUER TRUST I – FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Wilmington, Delaware 19801 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx Ladies and Gentlemen: American Finance TrustWe refer to the Amended and Restated Master Repurchase Agreement, Inc.dated as of October 10, a Maryland corporation 2023 (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated May [ ], 2019 (the “Equity Distribution Agreement”), between the Company by and American Finance Operating Partnership, L.P., a Delaware limited partnership among PMT ISSUER TRUST – FMSR (the “Operating PartnershipIssuer Buyer”), BMO Capital Markets Corp.PMT CO-ISSUER TRUST I – FMSR (the “Co-Issuer Buyer”, BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectivelycollectively with the Issuer Buyer, the “AgentsBuyers”), to issue and sell to [•] [_______] shares of the Company’s Class A common stock, par value $[_.__] per share PennyMac Corp. (the “Purchased SharesPMC Seller”) [), andPennyMac Holdings, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional [_______] shares of such common stock LLC (the “Additional SharesPMH Seller”, and collectively with the PMC Seller, the “Sellers”) and PennyMac Mortgage Investment Trust (the “Guarantor”)]. Capitalized terms Each capitalized term used but not otherwise defined herein shall have the meanings ascribed to them meaning specified in the Agreement. [[•] shall have This request is being delivered by the right Sellers pursuant to purchase from the Company all or a portion Section 2.12 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 Agreement. The [•PMC Seller][PMH Seller] 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, hereby requests that the Option Settlement Date shall not following Participation Agreement(s) or Participation Certificate(s) be earlier than the Settlement Date (approved as set forth in the Schedule heretoeligible Participation Agreement(s) 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 [•]or Participation Certificate(s), 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 Prospectusapplicable: [PENNYMAC CORP., as the case may bea Seller By: ] [PENNYMAC HOLDINGS, relating to the Purchased Shares LLC, as a Seller By: ] [and the Additional Shares]PMT ISSUER TRUST - FMSR, 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. Buyer By: Name: Title: :] [PMT CO-ISSUER TRUST I – FMSR], as a Buyer By: Name: Title: Accepted and agreed as of the date first above written:] Dated: [•] By:_____________________________ Name] PMT ISSUER TRUST - FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Wilmington, Delaware 19801 Attention: TitleCorporate Trust Administration Phone Number: [Price to Public(000) 000-0000 Fax Number: USD[__.__] per share] Purchase Price by [•](000) 000-0000 E-mail: USD[__.__] per share Method of and Specified Funds for Payment of Purchase PriceXXxxxxxx@xxxxxxxx.xxx PMT CO-ISSUER TRUST I – FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Wilmington, Delaware 19801 Attention: [By wire transfer to a bank account specified by the Company in same day funds.]Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx Atlas Securitized Products, L.P. 3 Bryant Park New York, New York 10036 Phone Number: (000) 000-0000 E-mail: XxxxxXXXxxxxxxXxxxxxx@Xxxxx-XX.xxx Citibank, N.A. Agency & Trust 000 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention: PMT ISSUER TRUST – FMSR Collateralized Notes Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 email: xxxxxxx.xxxxxxx@xxxx.xxx

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] BMO Capital Markets Corp., RBC Capital Markets, LLC and Xxxxxxx Xxxxx & Associates, Inc.], under, and pursuant to, that certain Equity Distribution Agreement between among the American Finance Trust, Inc., a Maryland corporation (the “Company”), Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc.RBC Capital Markets, X. LLC and Xxxxxxx Xxxxx FBR& Associates, Inc., Citizens Capital Marketsdated September 9, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated May [ ], 2019 2016 (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, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] COEUR MINING, INC. By:______________________________ Name: Title: [•Accepted and agreed as of the date first above written: By: ___________________________ Name: Title: By: ___________________________ Name: Title: XXXXXXX XXXXX & ASSOCIATES, INC. ] By: ___________________________ Name: Title: BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 RBC Capital Markets, LLC 000 Xxxxx Xxxxxx, 8th Floor Brookfield Place New York Xxx Xxxx, XX 00000 Ladies and Gentlemen: American Finance TrustCoeur Mining, Inc., a Maryland Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated May [ ]September 9, 2019 2016 (the “Equity Distribution Agreement”), between among the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens RBC Capital Markets, LLC and Xxxxxxx Xxxxx & Associates, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•BMO Capital Markets Corp., RBC Capital Markets, LLC and Xxxxxxx Xxxxx & Associates, Inc.] (the “Agent”) [_______] shares of the Company’s Class A common stock, par value $[_.__] per share (the “Purchased Shares”) )[, and, solely for the purpose of covering over-allotments, to grant to [•] the Agent 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. [[•] The 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 Agent to the Company for the Purchased Shares. This option may be exercised by [•] the 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 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 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 Agent, and [•] the 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 Agent and the Company. COEUR MINING, INC. By: Name: Title: By: :___________________________ Name: Title: Accepted and agreed as of the date first above written: [•By: ___________________________ Name: Title: By: ___________________________ Name: Title: XXXXXXX XXXXX & ASSOCIATES, INC. ] By:__: ___________________________ Name: Title: [Price to Public: USD[__.__] per share] Purchase Price by [•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.]

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 American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated May [ ], 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[__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] By:______________________________ Name: Title: [•] Ladies and Gentlemen: American 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 May [ ], 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust 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 $[_.__] 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. By: Name: Title: 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 American Finance TrustNew York City REIT, Inc., a Maryland corporation (the “Company”), and American Finance New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp.and Truist Securities, BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx XxxxxxxxB. Xxxxx Securities, Inc. (each an “Agent” and collectively, the “Agents”), dated May [ September [__], 2019 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: USDUSD [________.__] 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: American Finance TrustNew 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 May September [ ], 2019 2020 (the “Equity Distribution Agreement”), between the Company and American Finance New York City Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp.and Truist Securities, BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx XxxxxxxxB. 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 (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 American Finance Investors Real Estate Trust, Inc., a Maryland corporation North Dakota real estate investment trust (the “Company”), and American Finance Operating Partnership, L.P.IRET Properties, a Delaware limited partnership North Dakota Limited Partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc.BTIG, LLC, Jxxxxxxxx LLC, Rxxxxxx Jxxxx & Associates, Inc. and Rxxxxx X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. Incorporated (each an “Agent” and collectively, the “Agents”), dated May [ ]November 7, 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[__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] By:______________________________ Name: Title: [•] Ladies and Gentlemen: American Finance Investors Real Estate Trust, Inc., 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 May [ ]November 7, 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P.IRET Properties, a Delaware limited partnership North Dakota Limited Partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc.BTIG, LLC, Jxxxxxxxx LLC, Rxxxxxx Jxxxx & Associates, Inc. and Rxxxxx X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. 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 $[_.__] 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. By: Name: Mxxx X. Xxxxxx, Xx. Title: Chief Executive Officer 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 same-day funds.]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is We refer to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”)Master Repurchase Agreement, dated May [ ]as of April 28, 2019 2021 (the “Agreement”). Please indicate your acceptance of , among PennyMac Loan Services, LLC (the proposed terms below. Upon acceptance“Seller”), the particular Agency Transaction to which this Transaction Notice relates shall supplementbuyers party thereto (“Buyers”) and Atlas Securitized Products, form a part of, and be subject to, the AgreementL.P. (“Administrative Agent”). Capitalized terms Each capitalized term used but not otherwise defined herein shall have the meanings ascribed to them meaning specified in the Agreement. The terms This notice is being delivered by Seller pursuant to Section 2.02(a) of the particular Agency Transaction to which this Transaction Notice relates are Agreement. Please be notified that Seller hereby irrevocably requests that the Buyers enter into the following Transaction(s) with Seller as follows: Trading Day(s​ VFN VF1 Repurchase Agreement Market Value (MSR) on which Shares may be Sold: $[_______], 20[__], ] Series Invested Amount (Gross) $[_______], 20_] Series Invested Amount (Net) $[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: VFN Principal Balance $[_______] Floor Price: USD[__.__] Compensation: $[_______]% of the gross proceeds from the sale of Shares Very truly yours, By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: _] Current Note Balance / Purchase Price requested $[•] By:________] $[________] Additional Note Balance / Additional Purchase Price $[______________ Name: Title: [•] Ladies and Gentlemen: American 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 May [ ], 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust 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 $[_.__] per share (the “Purchased Shares”) [, and, solely for the purpose of covering over-allotments, to grant to [•] the option to purchase an additional New Note BalanceRepurchase Price $[________] 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. By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: [•] By:________] Effective Advance Rate [________]%VFN/Series Invested Amount (Net) [________]%VFN Repo/Series Invested Amount (Gross) ​ ​ ​ ​ Seller requests that the proceeds of the Purchase Price be deposited in Seller’s account at _____ Name___, ABA Number _______, account number ____, References: Title_____, Attn: [Price _______. Seller hereby represents and warrants that each of the representations and warranties made by Seller in each of the Program Agreements to Publicwhich it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and complete updated copy of the Asset Schedule. ​ ​ ​ ​ ​ PENNYMAC LOAN SERVICES, LLC, as Seller ​ ​ ​ By: USD​ ​ ​ ​ PFSI ISSUER TRUST – FMSR, Class A-VF1 Variable Funding Note​ $[__.______] per share] Purchase Price by [•]: USD$[__.______] per share Method $[________] $[________] ​ ​ ​ EXHIBIT B​ ​ ​ ​ ​ ​ ​ April 28, 2021 PennyMac Loan Services, LLC 0000 Xxxxxxxxx Xxxx Westlake Village, CA 91361 Attention: Xxxxxx Xxxxx Phone Number: (000) 000-0000 Email: xxxxxx.xxxxx@xxxxxxxx.xxx Private National Mortgage Acceptance Company, LLC, as VFN Guarantor 0000 Xxxxxxxxx Xxxx Westlake Village, CA 91361 Attention: Xxxxxx Xxxxx Phone Number: (000) 000-0000 Email: xxxxxx.xxxxx@xxxxxxxx.xxx ​ Re: Pricing Side Letter Ladies and Gentlemen: Reference is hereby made to, and this side letter (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”) is hereby incorporated by reference into, the Master Repurchase Agreement, dated as of April 28, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among Atlas Securitized Products, L.P., as administrative agent (the “Administrative Agent”), the buyers from time to time party thereto (collectively, the “Buyers”) and Specified Funds for Payment of Purchase Price: [By wire transfer PennyMac Loan Services, LLC, as seller (the “Seller”). Any capitalized term used but not defined herein shall have the meaning assigned to a bank account specified by such term in the Company in same day fundsRepurchase Agreement.]