Common use of Xxxxxxx Xxxxxxxxx Clause in Contracts

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUST, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President AMERICAN FINANCE ADVISORS, LLC By: American Finance Trust Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Trust, Inc. General Partner Interest GP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance Advisors, LLC Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE REALTY CAPITAL HOSPITALITY TRUST, INC. By: /s/ Exxxxx Wxxxxxx X. Xxxx, Xx. Xxxxxx Name: Exxxxx Wxxxxxx X. Xxxx, Xx. Xxxxxx Title: Chief Executive Officer and President AMERICAN FINANCE REALTY CAPITAL HOSPITALITY ADVISORS, LLC By: American Finance Trust Realty Capital Hospitality Special Limited PartnerPartnership, LLC, its Member By: American Realty Capital IX, LLC, its Managing Member By: AR Capital, LLC, its Managing Sole Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL REALTY CAPITAL HOSPITALITY SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: American Realty Capital IX, LLC, its Managing Member By: AR Capital, LLC, its Managing Sole Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Realty Capital Hospitality Trust, Inc. General Partner Interest GP Units $ 200,000 8,888 100 % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units None — — American Finance Realty Capital Hospitality Advisors, LLC Limited Partner Interest Class B OP Units (1) $ 2,020 90 100 % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Class B Units None — — American Realty Capital Hospitality Special Limited Partnership, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT B Allocations applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUST, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President AMERICAN FINANCE ADVISORS, LLC By: American Finance Trust Special Limited Partner, LLC, its Member sole member By: AR CapitalGlobal Investments, LLC, its Managing Member sole member By: /s/ Nxxxxxxx Jxxxx X. Xxxxxxxx Name: Nxxxxxxx Jxxxx X. Xxxxxxxx Title: Manager Authorized Signatory AMERICAN FINANCE TRUST VSPECIAL SPECIAL LIMITED PARTNER, LLC By: AR CapitalGlobal Investments, LLC, its Managing Member sole member By: /s/ Nxxxxxxx Jxxxx X. Xxxxxxxx Name: Nxxxxxxx Jxxxx X. Xxxxxxxx Title: Manager Authorized Signatory Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Trust, Inc. General Partner Interest GP Units $200,000 8,888 0.01% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $1,623,983,971 65,796,343 98.41% American Finance Advisors, LLC Limited Partner Interest Class B Units (1None(1) 1,052,420 1.57% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units $2,020 90 < 0.01% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTGENERAL PARTNER: XXXXXXXX XXXXXX – ARC SHOPPING CENTER OP GP, LLC By: Xxxxxxxx Xxxxxx – ARC Shopping Center REIT Inc., its sole member By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Co-President XXXXXXXX XXXXXX – ARC SHOPPING CENTER REIT INC. By: /s/ Exxxxx X. Xxxx, Xx. Xxxx Xxxxxx Name: Exxxxx X. Xxxx, Xx. Xxxx Xxxxxx Title: Co-President ARC: AMERICAN FINANCE REALTY CAPITAL II ADVISORS, LLC By: American Finance Trust Special Limited Partner, /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President PECO: XXXXXXXX XXXXXX NTR LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Co-President SPECIAL LIMITED PARTNER: PE – ARC SPECIAL LIMITED PARTNER LLC By: Xxxxxxxx Xxxxxx NTR LLC, its Member By: AR Capital, LLC, its Managing Member manager By: /s/ Nxxxxxxx X. Xxxxxxxx Xxxx Xxxxxx Name: Nxxxxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL LIMITED PARTNERCo-President Name and Address of Partner Type of Interest Type of Unit Capital Contribution Number of Partnership Units Percentage Interest Xxxxxxxx Xxxxxx – ARC Shopping Center OP GP, LLC By: AR Capital00000 Xxxxxxxxx XxxxxXxxxxxxxxx, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Trust, Inc. Xxxx 00000 General Partner Interest GP Units 400 $20,000 [l] [l]% Xxxxxxxx Xxxxxx – ARC Shopping Center REIT, Inc. 00000 Xxxxxxxxx XxxxxXxxxxxxxxx, Xxxx Xxxxxx Xxx 00000 Limited Partner Interest OP Units $[l] [l] [l]% American Realty Capital II Advisors, LLC 000 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance Advisors, LLC None None 0% Limited Partner Interest Class B Units (1) 400 Xxxx None [l] [l]% Xxxxxxxx Xxxxxx Xxx XxxxNTR LLC 00000 Xxxxxxxxx XxxxxXxxxxxxxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx XxxxNone None 0% Limited Partner Interest Class B Units None [l] [l]% PE – ARC Special Limited Partner LLC 00000 Xxxxxxxxx XxxxxXxxxxxxxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT applicable A-1 Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTREALTY CAPITAL TRUST III, INC. By: /s/ Exxxxx Nxxxxxxx X. Xxxx, Xx. Xxxxxxxx Name: Exxxxx Nxxxxxxx X. Xxxx, Xx. Xxxxxxxx Title: President Chief Executive Officer AMERICAN FINANCE ADVISORSREALTY CAPITAL ADVISORS III, LLC By: American Finance Realty Capital Trust III Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Authorized Signatory AMERICAN FINANCE REALTY CAPITAL TRUST VSPECIAL III SPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Authorized Signatory Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: /s/ Bxxxx Xxxxxxxx Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Trust, Inc. General Partner Interest GP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance Advisors, LLC Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTREALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President Officer AMERICAN FINANCE REALTY CAPITAL RETAIL II ADVISORS, LLC By: American Finance Trust Realty Capital Retail II Special Limited PartnerPartnership, LLC, its Member By: AR CapitalAmerican Realty Capital IV, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL REALTY CAPITAL RETAIL II SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: AR CapitalAmerican Realty Capital IV, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT Exhibit A Partners’ Contributions and Partnership Interests American Finance TrustRealty Capital – Retail Centers of America II, Inc. General Partner Interest GP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 General Partnership Interest $ 200,000 8,888 100% American Realty Capital Retail II Special Limited Partner Interest OP Units American Finance AdvisorsPartnership, LLC Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Partnership Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTNEW YORK CITY REIT, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx Mxxxxxx X. Xxxx, Xx. Xxxxxx Title: President AMERICAN FINANCE NEW YORK CITY ADVISORS, LLC By: American Finance Trust New York City Special Limited PartnerPartnership, LLC, its Member By: AR CapitalAmerican Realty Capital III, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx AR Capital, LLC By: Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL NEW YORK CITY SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: AR CapitalAmerican Realty Capital III, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx AR Capital, LLC By: Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance TrustNew York City REIT, Inc. General Partner Interest GP Units $ 200,000 8,888 [l ]% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance $ [l ] [l ] [l ]% New York City Advisors, LLC Limited Partner Interest Class B OP Units (1) $ 2,020 90 [l ]% 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Class B Units None [l ] [l ]% New York City Special Limited Partnership, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT B Allocations applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTREALTY CAPITAL NEW YORK RECOVERY REIT, INC. By: /s/ Exxxxx Xxxxxxxx X. Xxxx, Xx. Xxxxxxxx Name: Exxxxx Xxxxxxxx X. Xxxx, Xx. Xxxxxxxx Title: President AMERICAN FINANCE Chief Executive Officer NEW YORK RECOVERY ADVISORS, LLC By: American Finance Trust New York Recovery Special Limited PartnerPartnership, LLC, its Member By: AR CapitalAmerican Realty Capital III, LLC, its Managing Member By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL Authorized Signatory NEW YORK RECOVERY SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: AR CapitalAmerican Realty Capital III, LLC, its Managing Member By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Title: Manager Authorized Signatory Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Trust, Inc. General Partner Interest GP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance Advisors, LLC Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTREALTY CAPITAL HEALTHCARE TRUST II, INC. By: /s/ Exxxxx Xxxxxx X. Xxxx, Xx. Name: Exxxxx Xxxxxx X. Xxxx, Xx. Title: President President, Chief Operating Officer, Treasurer and Secretary AMERICAN FINANCE REALTY CAPITAL HEALTHCARE II ADVISORS, LLC By: American Finance Realty Capital Healthcare Trust II Special Limited PartnerPartnership, LLC, its Member By: AR CapitalAmerican Realty Capital VII, LLC, its Managing Member By: AR Capital, LLC By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE REALTY CAPITAL HEALTHCARE TRUST VSPECIAL II SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: AR CapitalAmerican Realty Capital VII, LLC, its Managing Member By: AR Capital, LLC By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance TrustRealty Capital Healthcare Trust II, Inc. General Partner Interest GP Units 400 $ 200,000 8,888 [· ]% 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $ [· ] [· ] [· ]% American Finance Realty Capital Healthcare II Advisors, LLC Limited Partner Interest Class B OP Units (1) 400 $ 2,020 90 [· ]% 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Class B Units 400 None [· ] [· ]% American Realty Capital Healthcare II Special Limited Partnership, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT B Allocations applicable For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTREALTY CAPITAL HEALTHCARE TRUST III, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President Officer AMERICAN FINANCE REALTY CAPITAL HEALTHCARE III ADVISORS, LLC By: American Finance Trust Realty Capital Healthcare III Special Limited PartnerPartnership, LLC, its Member By: AR CapitalAmerican Realty Capital VII, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL REALTY CAPITAL HEALTHCARE III SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: AR CapitalAmerican Realty Capital VII, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance TrustRealty Capital Healthcare Trust III, Inc. General Partner Interest GP Units 400 Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Interest $ 200,000 22,222 100 % American Realty Capital Healthcare III Special Limited Partner Interest OP Units American Finance AdvisorsPartnership, LLC Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Partnership Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code.. 82 (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. [SIGNATURE PAGE FOLLOWS] Signature Page to Agreement of Limited Partnership of American Finance Operating Partnership, L.P., among the undersigned and the other parties thereto. GENERAL PARTNER: AMERICAN FINANCE TRUST, INC. By: /s/ Exxxxx Xxxxxx X. Xxxx, Xx. Name: Exxxxx Xxxxxx X. Xxxx, Xx. Title: President INITIAL LIMITED PARTNER: AMERICAN FINANCE ADVISORS, LLC By: American Finance Trust Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Title: Manager SPECIAL LIMITED PARTNER: AMERICAN FINANCE TRUST VSPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxxxx Title: Manager Corporate/Limited Liability Company Additional Limited Partner Signature Page to Agreement of Limited Partnership of American Finance Trust Operating Partnership, L.P., among the undersigned and the other parties thereto. Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Individual Additional Limited Partner Signature Page to Agreement of Limited Partnership of American Finance Operating Partnership, L.P., among the undersigned and the other parties thereto. Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Partnership Limited Partner Signature Page to Agreement of Limited Partnership of American Finance Operating Partnership, L.P., among the undersigned and the other parties thereto. Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests Name and Address of Partner Type of Interest Type of Unit Capital Contribution Number of Partnership Units Percentage Interest American Finance Trust, Inc. General Partner Interest GP Units 400 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance Advisors, LLC Limited Partner Interest Class B Units (1) 400 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its U.S. federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE TRUSTNEW YORK CITY REIT, INC. By: /s/ Exxxxx Mxxxxxx X. Xxxx, Xx. Xxxxxx Name: Exxxxx Mxxxxxx X. Xxxx, Xx. Xxxxxx Title: President AMERICAN FINANCE NEW YORK CITY ADVISORS, LLC By: American Finance Trust New York City Special Limited PartnerPartnership, LLC, its Member By: AR CapitalAmerican Realty Capital III, LLC, its Managing Member By: AR Capital, LLC By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL NEW YORK CITY SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: AR CapitalAmerican Realty Capital III, LLC, its Managing Member By: AR Capital, LLC By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT Exhibit A Partners’ Contributions and Partnership Interests American Finance TrustName and Address of Partner Type of Interest Type of Unit Capital Contribution Number of Partnership Units Percentage Interest New York City REIT, Inc. General Partner Interest GP Units $ 200,000 8,888 100 % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance None — — New York City Advisors, LLC Limited Partner Interest Class B OP Units (1) $ 2,020 90 100 % 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Class B Units None — — New York City Special Limited Partnership, LLC 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available)Election, on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. GENERAL PARTNER: AMERICAN FINANCE TRUSTREALTY CAPITAL TRUST IV, INC. By: /s/ Exxxxx Nxxxxxxx X. Xxxx, Xx. Xxxxxxxx Name: Exxxxx Nxxxxxxx X. Xxxx, Xx. Xxxxxxxx Title: President Chief Executive Officer INITIAL LIMITED PARTNER: AMERICAN FINANCE ADVISORSREALTY CAPITAL ADVISORS IV, LLC By: American Finance Realty Capital Trust IV Special Limited Partner, LLC, its Member By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Authorized Signatory SPECIAL LIMITED PARTNER: AMERICAN FINANCE REALTY CAPITAL TRUST VSPECIAL IV SPECIAL LIMITED PARTNER, LLC By: AR Capital, LLC, its Managing Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Authorized Signatory Dated: ____________ __, 20___ [Name of Corporation/LLC] By: ___________________________________ Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: _______________________________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT A Partners’ Contributions and Partnership Interests American Finance Trust, Inc. General Partner Interest GP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units American Finance Advisors, LLC Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 American Finance Trust Special Limited Partner, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.

Xxxxxxx Xxxxxxxxx. (x) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith. (b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class B Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class B Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class B Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class B Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class B Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class B Unit issued by the Partnership upon receipt by such holder of Class B Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class B Units in connection with the issuance of such Class B Unit), representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (d) Each Partner, by signing this Agreement or by accepting such transfer, hereby agrees (A) to comply with all requirements of any Safe Harbor Election made by the General Partner with respect to each holder of Class B Units’ Safe Harbor Interest, (B) that each holder of Class B Units shall take into account of all items of income, gain, loss, deduction and credit associated with its Class B Units as if they were fully vested in computing its federal income tax liability for the entire period during which it holds the Class B Units, (C) that neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested, and (D) that to the extent that such profits interest is forfeited after the date hereof, the Partnership shall make special forfeiture allocations of gross items of income, deduction or loss (including, as may be permitted by or under Regulations (or other rules promulgated) to be adopted, notional items of income, deduction or loss) in accordance with the Regulations to be adopted under Sections 704(b) and 83 of the Code. (e) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain any Safe Harbor Election made by the General Partner with respect to granting of each holder of Class B Units’ Safe Harbor Interest. (f) The General Partner is hereby authorized and empowered, without further vote or action of the Partners, to amend this Agreement to the extent necessary or helpful in accordance with the advice of Partnership tax counsel or accountants to sustain the Partnership’s position that (A) it has complied with the Safe Harbor requirements in order to provide for a Safe Harbor Election and it has ability to maintain the same, or (B) the issuance of the Class B Units is not a taxable event with respect to the holders of Class B Units, and the General Partner shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by any Partner necessary or desirable to (A) enable or preserve a Safe Harbor Election or (B) otherwise to prevent the issuance of Class B Units from being a taxable event with respect to the holders of Class B Units may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. (g) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the Partnership. (h) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 16.5, in a form reasonably satisfactory to the General Partner. (i) The provisions of this Section 16.5 shall apply regardless of whether or not a holder of Class B Units files an election pursuant to Section 83(b) of the Code. (j) The General Partner may amend this Section 16.5 as it deems necessary or appropriate to maximize the tax benefit of the issuance of Class B Units to any holder of Class B Units if there are changes in the law or Regulations concerning the issuance of partnership interests for services. AMERICAN FINANCE REALTY CAPITAL HOSPITALITY TRUST, INC. By: /s/ Exxxxx X. Xxxx, Xx. Name: Exxxxx X. Xxxx, Xx. Title: President AMERICAN FINANCE REALTY CAPITAL HOSPITALITY ADVISORS, LLC By: American Finance Trust Realty Capital Hospitality Special Limited PartnerPartnership, LLC, its Member By: American Realty Capital IX, LLC, its Managing Member By: AR Capital, LLC, its Managing Sole Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager AMERICAN FINANCE TRUST VSPECIAL REALTY CAPITAL HOSPITALITY SPECIAL LIMITED PARTNERPARTNERSHIP, LLC By: American Realty Capital IX, LLC, its Managing Member By: AR Capital, LLC, its Managing Sole Member By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Manager Dated: ____________ __, 20___ [Name of Corporation/LLC] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: Dated: ____________ __, 20___ [Name of LP] By: Name: Title: EXHIBIT Exhibit A Partners’ Contributions and Partnership Interests Name and Address of Partner Type of Interest Type of Unit Capital Contribution Number of Partnership Units Percentage Interest American Finance Realty Capital Hospitality Trust, Inc. 400 Xxxx Xxxxxx General Partner Interest GP Units 400 Xxxx Xxxxxx Xxx $ 200,000 8,888 [l]% Nxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest OP Units $ [l] [l] [l]% American Finance Realty Capital Hospitality Advisors, LLC 400 Xxxx Xxxxxx Limited Partner Interest OP Units $ 2,020 90 [l]% Nxx Xxxx, Xxx Xxxx 00000 Limited Partner Interest Class B Units (1) 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 None [l] [l]% American Finance Trust Realty Capital Hospitality Special Limited PartnerPartnership, LLC Limited Partner Interest OP Units 400 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Special Limited Partner Interest None None Not applicable Not applicable (1) Class B Units were issued in lieu of paying asset management fees to American Finance Advisors, LLC EXHIBIT applicable Exhibit B Allocations For purposes of this Exhibit B, the term “Partner” shall include the Special Limited Partner.