AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF AMERICAN FINANCE OPERATING PARTNERSHIP, L.P.

Exhibit 10.2

AMENDMENT NO. 1 TO AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT OF

AMERICAN FINANCE OPERATING PARTNERSHIP, L.P.

This Amendment No. 1, dated as of February 15, 2017 to the Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P. (the "Partnership") dated September 6, 2016 (the "Partnership Agreement") is being executed pursuant to Sections 12.3 and 7.1(a)(i)(X) of the Partnership Agreement, to admit American Realty Capital Retail Advisor, LLC (the “RCA Advisor”), Lincoln Retail REIT Services, LLC (“Lincoln”) and Genie Acquisition, LLC (“Merger Sub”) to the Partnership as a Limited Partner as contemplated by the Agreement and Plan of Merger dated September 6, 2016 among the Partnership, American Finance Trust, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Retail Operating Partnership, L.P. and Genie Acquisition, LLC (the “Merger Agreement”).

A.         The Company has issued 30,600.504 Partnership Units to the RCA Advisor, 172,921.192 Partnership Units to Lincoln and 38,210,198 Partnership Units to Merger Sub pursuant to Section 2.1(c) of the Merger Agreement.

B.          This Amendment is being executed to update the list of Partners set forth on Schedule A to the Partnership Agreement to reflect the admission of the RCA Advisor, Lincoln and Merger Sub to the Partnership as Additional Limited Partners pursuant to Section 12.2 of the Partnership Agreement.

The Partnership Agreement is hereby amended as follows:

1.           Exhibit A to the Partnership Agreement is hereby amended by replacing Exhibit A attached to the Partnership Agreement with Exhibit A attached to this Amendment.

2.           This Amendment supersedes all prior amendments to Exhibit A to the Partnership Agreement. Except as modified hereby, the Partnership Agreement remains in full force and effect.

3.           Capitalized terms not defined herein shall have the meaning provided in the Partnership Agreement.

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

[SIGNATURE PAGE FOLLOWS]

	GENERAL PARTNER:
	AMERICAN FINANCE TRUST, INC.
	By:	/s/ Xxxxxx X. Xxxx, Xx.
		Name: Xxxxxx X. Xxxx, Xx.
		Title: Chief Executive Officer and President

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. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000		General Partner Interest		GP Units		$200,000		8,888		Less than 1%
		Limited Partner Interest		OP Units		None		66,116,656.586		62.62%
American Finance Advisors, LLC		Limited Partner Interest		OP Units		$2,020		90		Less than 1%
000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000		Limited Partner Interest		Class B Units		None		1,052,420		1.0%
Genie Acquisition, LLC		Limited Partner Interest		OP Units		None		38,210,198		36.19%
000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
American Realty Capital Retail Advisor, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000		Limited Partner Interest		OP Units		None		85.648		Less than 1%
		Limited Partner Interest		OP Units		None		30,514.856		Less than 1%
Lincoln Retail REIT Services, LLC		Limited Partner Interest		OP Units		None		172,921.192		Less than 1%
0000 XxXxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000
American Finance Trust Special Limited Partner, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000		Special Limited Partner Interest		None		None		Not applicable		Not applicable