Rw Holdings NNN Reit, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 3rd, 2017 • Rich Uncles NNN REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of July 15, 2016, by and between Rich Uncles NNN REIT, Inc., a Maryland corporation (the “Company”); and Ray Wirta, Harold Hofer, Jeffrey Randolph, John Wang, Vipe Desai, David Feinleib, Jonathan Platt, Howard Makler, Jean Ho, Rich Uncles LLC, a Delaware limited liability company, and Rich Uncles NNN REIT Operator, LLC, a Delaware limited liability company (each, an “Indemnitee”).

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CREDIT AGREEMENT DATED AS OF JANUARY 18, 2022 BY AND AMONG MODIV OPERATING PARTNERSHIP, LP, AS THE BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS...
Credit Agreement • January 20th, 2022 • Modiv Inc. • Real estate investment trusts

THIS CREDIT AGREEMENT (this “Agreement”) is made as of 18th day of January, 2022, by and among MODIV OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto as “Lenders” pursuant to §18, KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS INC. (“KBCM”), BMO CAPITAL MARKETS, TRUIST SECURITIES, INC., and THE HUNTINGTON NATIONAL BANK, as Joint-Lead Arrangers.

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 20th, 2018 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • Maryland

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, effective as of August 11, 2017, is between and among RW HOLDINGS NNN REIT, INC., a real estate investment trust organized under the laws of the State of Maryland (the “Company”) RICH UNCLES NNN REIT OPERATOR, LLC (the “Advisor”) and RICH UNCLES, LLC (the “Sponsor”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2017 • Rich Uncles NNN REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of July 15, 2016, by and between Rich Uncles NNN REIT, Inc., a Maryland corporation (the “Company”); and Ray Wirta, Harold Hofer, Jeffrey Randolph, John Wang, Vipe Desai, David Feinleib, Jonathan Platt, Howard Makler, Jean Ho, Rich Uncles LLC, a Delaware limited liability company, and Rich Uncles NNN REIT Operator, LLC, a Delaware limited liability company (each, an “Indemnitee”).

MODIV INC. Shares of Class C Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 29th, 2021 • Modiv Inc. • Real estate investment trusts • Delaware

THIS DEALER MANAGER AGREEMENT is entered into and effective as of [ ___], 2021, by and between Modiv Inc., formerly known as RW Holdings NNN REIT, Inc. (the “Company”), and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”, and, together with the Company, the “Parties”) in connection with the offering and sale by the Company of up to $75,000,000 of shares of Class C Common Stock of the Company, subject to increase at the option of the Company (the “Shares”), to “qualified purchasers” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in a Regulation A – Tier 2 offering (the “Offering”). The Company desires for NCPS to act as its agent in connection with the Offering.

MODIV INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 15th, 2022 • Modiv Inc. • Real estate investment trusts • New York

Modiv Inc., a Maryland corporation (the “Company”), and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), jointly and severally, confirm their agreement with B. Riley Securities, Inc. (the “Underwriter”) with respect to the issue and sale by the Company and the purchase by the Underwriter, subject to the terms and conditions stated in this agreement (this “Agreement”), of an aggregate of 40,000 shares (the “Shares”) of the Company’s Class C common stock, $0.001 par value per share (the “Class C Common Stock”).

MODIV INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 17th, 2021 • Modiv Inc. • Real estate investment trusts • New York

Modiv Inc., a Maryland corporation (the “Company”), and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), jointly and severally, confirm their agreement with the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom B. Riley Securities, Inc. is acting as representative (the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, subject to the terms and conditions stated in this agreement (this “Agreement”), of an aggregate of 1,800,000 shares (the “Firm Shares”) of the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Preferred Stock”). The Company has also agreed to grant to the Underwriters an option to purchase up to an additional 200,000 shares of Preferred Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RW HOLDINGS NNN OPERATING PARTNERSHIP, LP
Limited Partnership Agreement • December 31st, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • Delaware

Rich Uncles NNN Operating Partnership, LP, was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on January 28, 2016. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of December 31, 2019, among RW Holdings NNN REIT, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

DEALER MANAGER AGREEMENT
Rw Holdings NNN Reit, Inc. • April 6th, 2020 • Real estate investment trusts • New York

RW Holdings NNN REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering” ) a maximum of up to $800,000,000 in shares of its Class C common stock, $0.001 par value per share (the “Shares”), consisting of (a) up to $725,000,000 in Shares in the primary offering at a purchase price equal to the most recent estimated per share net asset value (“NAV”) as determined by the Company’s board of directors, and (b) up to $75,000,000 in Shares pursuant to the Company’s distribution reinvestment plan at a purchase price equal to the most recent estimated per share NAV as determined by the Company’s board of directors, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1, below). The Company has reserved the right to reallocate the Shares offered between the primary offering and the distribution reinvestment plan. The minimum purchase by any one person shall be $500 in Shares except as otherwise indica

RESTRICTED UNITS AWARD AGREEMENT OF RW HOLDINGS NNN OPERATING PARTNERSHIP, LP
Restricted Units Award Agreement • December 31st, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • Delaware

THIS RESTRICTED UNITS AWARD AGREEMENT (the “Agreement”) is made as of December 31, 2019 (the “Date of Grant”) between RW Holdings NNN Operating Partnership, LP, a Delaware limited partnership (the “Partnership”) and The Raymond J. Pacini Trust u/a/d 5/3/01, Raymond J. Pacini, Trustee (the “Grantee”).

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • November 13th, 2023 • Modiv Industrial, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is dated as of August 10, 2023 (the “Effective Date”) between (i) Modiv Inc., a Maryland corporation (“Modiv”), (ii) each entity identified as a Seller on Schedule A attached to this Agreement (each a “Selling Entity” and jointly and severally with Modiv, “Seller”), (iii) Generation Income Properties, L.P., a Delaware limited partnership, or its assigns, and (iv) Generation Income Properties, Inc. (“GIPR” together with Generation Income Properties, L.P., collectively the “Buyer”). Modiv is the sole general partner of, and owns an approximate 71% partnership interest in, Modiv OP. Various limited partners own the remaining approximate 29% partnership interest in Modiv OP.

RESTRICTED UNITS AWARD AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP
Restricted Units Award Agreement • March 31st, 2021 • Modiv Inc. • Real estate investment trusts • Delaware

THIS RESTRICTED UNITS AWARD AGREEMENT (the “Agreement”) is made as of January 25, 2021 (the “Date of Grant”) between Modiv Operating Partnership, LP, a Delaware limited partnership (the “Partnership”) and Aaron S. Halfacre (the “Grantee”).

Loan Agreement
Loan Agreement • May 2nd, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • California

THIS LOAN AGREEMENT is entered into on the above date between Pacific Mercantile Bank (“Lender”), whose address is 949 South Coast Drive, 3rd Floor, Costa Mesa, CA 92626, and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) This Agreement amends, restates, replaces and supersedes, in their entirety, that certain Business Loan Agreement dated February 20, 2018 between Lender and Borrower and that certain Promissory Note dated February 20, 2018 by Borrower in favor of Lender (collectively, the “Prior Loan Agreement”). This Agreement does not constitute a novation of the Prior Loan Agreement but, rather, an amendment and continuation the

Contract
Limited Partnership Agreement • September 17th, 2021 • Modiv Inc. • Real estate investment trusts • Delaware
ADVISORY AGREEMENT
Advisory Agreement • September 9th, 2015 • Rich Uncles REIT, Inc. • Real estate investment trusts • Maryland

WHEREAS, the Company intends to qualify as a REIT (as defined below), and to invest its funds in investments permitted by the terms of the Prospectus, Articles of Incorporation and Bylaws of the Company and Sections 856 through 860 of the Code (as defined below);

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • Maryland

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2019, is made by and among RW HOLDINGS NNN REIT, INC., a Maryland corporation (“NNN”), RW HOLDINGS NNN REIT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Operating Partnership”), and DAISHO OP HOLDINGS, LLC, a Delaware limited liability company (“Daisho OP Holdings”).

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (39905. BABCOCK ST MELBOURNE, FL)
Purchase and Sale Agreement and Joint Escrow Instructions • March 2nd, 2017 • Rich Uncles NNN REIT, Inc. • Real estate investment trusts • Florida

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of November 16, 2016, by and between B.H. MELBOURNE DELAWARE, LLC, a Delaware limited liability company ("Seller"), and RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer"). In consideration of the mutual agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell, and Buyer desires to purchase, the Property described below, for the Purchase Price and upon the terms and conditions set forth below:

Contract
Rw Holdings NNN Reit, Inc. • March 5th, 2018 • Real estate investment trusts

*0000010011855-0001007002202018* BUSINESS LOAN AGREEMENT Principal Loan Date Maturity Loan No Call / coll Account Officer Initials $9,000,000.00 02-20-2018 01-26-2019 10011855-0001 0510/0090 444 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: RW HOLDINGS NNN REIT, INC.; RICH UNCLES Lender: PACIFIC MERCANTILE BANK NNN OPERATING PARTNERSHIP, LP; AND RICH UNCLES NNN LP, LLC NEWPORT BEACH 3090 BRISTOL STREET, SUITE 550 450 NEWPORT CENTER DRIVE, STE. 250 COSTA MESA,CA 92626 NEWPORT BEACH, CA 92660 THIS BUSINESS LOAN AGREEMENT dated February 20, 2018, is made and executed between RW HOLDINGS NNN REIT, INC.; RICH UNCLES NNN OPERATING PARTNERSHIP, LP; and RICH UNCLES NNN LP, LLC ("Borrower") and PACIFIC MERCANTILE BANK ("Lender") on the following terms and conditions. Borrower has received prior commercial loans f

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2021 • Modiv Inc. • Real estate investment trusts • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between BANC OF CALIFORNIA, National Association (“Lender”), whose address is 3 MacArthur Place, Santa Ana, CA 92707, and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. Definitions of certain terms used in this Agreement are set forth in Section 8 below.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 6th, 2024 • Modiv Industrial, Inc. • Real estate investment trusts

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 31, 2024 (the “Execution Date”) and entered into by and among Modiv Industrial, Inc., a Maryland corporation (“Modiv”), Modiv Operating Partnership, LP, a Delaware limited liability company (“Modiv OP” and, together with “Modiv,” the “Company”), and First City Investment Group, LLC, a Delaware limited liability company (the “Seller”, and together with the Company, the “Parties”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 13th, 2023 • Modiv Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made as of the 20th day of December, 2022, by and among MODIV OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), MODIV INC., a Maryland corporation (“REIT”), the parties executing below as Subsidiary Guarantors (the “Subsidiary Guarantors”; REIT and the Subsidiary Guarantors, collectively the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”), and THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (KeyBank and such Lenders hereinafter referred to collectively as the “Lenders”).

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT OF RW HOLDINGS NNN REIT, INC.
Advisory Agreement • October 17th, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts

This Amendment No. 3 (“Amendment”) to the Second Amended and Restated Advisory Agreement, effective as of August 11, 2017, as further amended on August 3, 2018 and August 9, 2019 (the “Agreement”) between and among RW Holdings NNN REIT, Inc. (the “NNN”), Rich Uncles NNN REIT Operator, LLC (the “Advisor”) and BrixInvest, LLC (the “Sponsor”), is hereby entered into as of this 14th day of October, 2019.

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AGREEMENT FOR PURCHASE AND SALE OF August 25, 2017 AGREEMENT FOR PURCHASE AND SALE OF 2210-2260 MARTIN AVENUE, SANTA CLARA, CALIFORNIA
Agreement for Purchase and Sale • October 4th, 2017 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • California

This Agreement For Purchase And Sale (this “Agreement”) is made and entered into as of August 25, 2017 (the “Contract Date”) by and between San Tomas Income Partners LLC, a California limited liability company (“Seller”), and Rich Uncles NNN Operating Partnership, LP, a Delaware limited partnership (“Buyer”).

FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP Dated as of January 23, 2024
Limited Partnership Agreement • March 7th, 2024 • Modiv Industrial, Inc. • Real estate investment trusts

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP (this “Amendment”), dated as of January 23, 2024, is entered into by MODIV INDUSTRIAL, INC., a Maryland corporation, as general partner (the “General Partner”) of MODIV OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Partnership”), for itself and on behalf of the Limited Partners of the Partnership.

THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP Dated as of December 29, 2023
Limited Partnership Agreement • March 7th, 2024 • Modiv Industrial, Inc. • Real estate investment trusts

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP (this “Amendment”), dated as of December 29, 2023, is entered into by MODIV INDUSTRIAL, INC., a Maryland corporation, as general partner (the “General Partner”) of MODIV OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Partnership”), for itself and on behalf of the Limited Partners of the Partnership.

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • March 23rd, 2022 • Modiv Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into effective as of March 22, 2022 by and between Trophy of Carson Real Estate LLC, a California limited liability company (“Contributor”), Modiv Operating Partnership, LP, a Delaware limited partnership (“Acquiror”), and Group of Trophy LLC, a California limited liability company (“Unit Recipient”).

Loan and Security Agreement
Loan and Security Agreement • December 23rd, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PACIFIC MERCANTILE BANK (“Lender”), whose address is 949 South Coast Drive, 3rd Floor, Costa Mesa, CA 92626, and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

Modiv Inc. FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • June 29th, 2021 • Modiv Inc. • Real estate investment trusts
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
Modiv Inc. • February 9th, 2022 • Real estate investment trusts • New York

FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to EACH OF THE ENTITIES IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (collectively, the “Initial Guarantors”) and EACH ADDITIONAL SUBSIDIARY GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT (AS HEREINAFTER DEFINED)) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (Initial Guarantors and such Additional Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), in its capacity as a “Lender” under the Credit Agreement referenced below and each other “Lender” (as defined in the Credit Agreement) which may now be or hereafter become a party to the Credit Agreement, any such individual L

RW HOLDINGS NNN REIT, INC. PRE-OFFERING AGREEMENT
Offering Agreement • October 18th, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts • New York

RW Holdings NNN REIT, Inc., a Maryland corporation (the “Company”), wishes to engage North Capital Private Securities Corporation, a Delaware corporation (the “NCPS”), to provide certain services to the Company set forth in Schedule A hereto (“Services”) in preparation for the Company’s registration for public sale (the “Offering” ) a maximum of up to $800,000,000 in shares of its Class C common stock, $0.001 par value per share. The Company hereby agrees with NCPS, as follows:

COMMERCIAL earnest money conTract (Real Estate Purchase Agreement)
Rich Uncles NNN REIT, Inc. • February 16th, 2017 • Real estate investment trusts • Texas

THIS DOCUMENT IS MORE THAN A RECEIPT FOR MONEY. THIS DOCUMENT IS INTENDED TO BE A LEGALLY BINDING CONTRACT. READ IT CAREFULLY.

Modiv Inc. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 13th, 2021 • Modiv Inc. • Real estate investment trusts
CONTRIBUTION AGREEMENT
Contribution Agreement • January 20th, 2022 • Modiv Inc. • Real estate investment trusts

THE CONTRIBUTOR AND THE UNIT RECIPIENTS (COLLECTIVELY, THE “INVESTORS”) ARE MAKING A DECISION TO INVEST IN UNITS OF LIMITED PARTNERSHIP INTEREST IN THE ACQUIROR (THE “SECURITIES”). IN MAKING SUCH INVESTMENT DECISION, THE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUERS OF THE SECURITIES AND THE TERMS OF THE INVESTMENT, INCLUDING THE MERITS OF THE INVESTMENT AND THE RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

COMMERCIAL EARNEST MONEY CONTRACT (Real Estate Purchase Agreement)
Commercial Lease Agreement • March 2nd, 2017 • Rich Uncles NNN REIT, Inc. • Real estate investment trusts • Texas

THIS DOCUMENT IS MORE THAN A RECEIPT FOR MONEY. THIS DOCUMENT IS INTENDED TO BE A LEGALLY BINDING CONTRACT. READ IT CAREFULLY.

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT OF
Advisory Agreement • August 13th, 2019 • Rw Holdings NNN Reit, Inc. • Real estate investment trusts

This Amendment No. 2 (“Amendment”) to the Second Amended and Restated Advisory Agreement, effective as of August 11, 2017 (the “Agreement”) between and among RW Holdings NNN REIT, Inc. (the “NNN”), Rich Uncles NNN REIT Operator, LLC (the “Advisor”) and BrixInvest, LLC (the “Sponsor”), is hereby entered into as of this 9th day of August, 2019 (the “Effective Date”).

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