COMMUNITY HEALTHCARE TRUST INCORPORATED COMMON STOCK PAR VALUE $0.01 PER SHARE AMENDMENT NO. 1 TO Amended and Restated SALES AGENCY AGREEMENT

Exhibit 10.1

$360,000,000

COMMUNITY HEALTHCARE TRUST INCORPORATED

COMMON STOCK

PAR VALUE $0.01 PER SHARE

AMENDMENT NO. 1 TO

Amended and Restated SALES AGENCY AGREEMENT

November 3, 2020

Xxxxx Xxxxxxx & Co.

1251 Avenue of the Xxxxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Evercore Group L.L.C.

00 Xxxx 00xx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Truist Securities, Inc.

0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx

Xxxxxxx, XX 00000

Attention: Equity Capital Markets

Regions Securities LLC

000 X. Xxxxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxx & Co. Incorporated

000 X. Xxxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

Fifth Third Securities, Inc.

000 Xxxxxx Xxxxxx

Xxxxxxxx: UTFC6B

Xxxxxxxxx, XX 00000

Xxxxxx Xxxxxxxxxx Xxxxx LLC

0000 Xxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxxxxxx, XX 00000

Ladies and Gentlemen:

Reference is made to the Amended and Restated Sales Agency Agreement, dated November 5, 2019 (as amended to the date hereof, the “Agreement”), by and among Community Healthcare Trust Incorporated, a Maryland corporation (the “Company”), Xxxxx Xxxxxxx & Co. (f/k/a Sandler X’Xxxxx & Partners, L.P.), Evercore Group L.L.C., Truist Securities, Inc. (f/k/a SunTrust Xxxxxxxx Xxxxxxxx, Inc.), Fifth Third Securities, Inc. and Xxxxxx Xxxxxxxxxx Xxxxx LLC (collectively, the “Existing Agents” or “you”) pursuant to which the Company may issue and sell from time to time through the Existing Agents, each acting as agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate sale price of up

to $360,000,000 on the terms and conditions set forth therein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

In connection with the foregoing, the parties wish to amend the Agreement through this Amendment No. 1 (this “Amendment”) with effect on and after the date hereof (the “Effective Date”).

SECTION 1. Amendments to the Agreement. The parties agree, from and after the Effective Date, that:

a.The definitions of the terms “Agent” and “Agents” are hereby amended to read as follows:

•Xxxxx Xxxxxxx & Co.;

•Evercore Group L.L.C.;

•Truist Securites, Inc.;

•Regions Securities LLC

•Xxxxxx X. Xxxxx & Co. Incorporated;

•Fifth Third Securities, Inc.; and

•Xxxxxx Xxxxxxxxxx Xxxxx LLC (each an “Agent” and collectively, the “Agents”).

b.The definition of “Agreement” or references to “hereunder”, “herein” or similar import shall mean the Agreement as modified by this Amendment and as may otherwise be amended from time to time after the Effective Date.

c.The second sentence of Section 3(b) of the Agreement is hereby deleted in its entirety and in lieu thereof insert the following:

For the avoidance of doubt, the foregoing limitation to sell Shares through only one of the Agents of the Company’s choice on any Trading Day shall not apply to sales solely to employees or security holders of the Company or its Subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which Xxxxx Xxxxxxx & Co., Evercore Group L.L.C., Truist Securities, Inc., Regions Securities, LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Fifth Third Securities, Inc. or Xxxxxx Xxxxxxxxxx Xxxxx LLC is acting for the Company in a capacity other than as an Agent under this Agreement.

d.The last sentence of Section 13 to the Agreement shall be deleted in its entirety and in lieu thereof insert:

Except as otherwise provided herein, all statements, requests, notices and agreements hereunder shall be in writing, and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed as follows: if to Xxxxx Xxxxxxx & Co., 1251 Avenue of the Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel; if to Evercore Group L.L.C., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; if to Truist Securities, Inc., 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Equity Capital Markets; if to Regions Securities, LLC, 000 X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, Attention: Xxxx Xxxxxxxx and Xx Xxxxxxxxx; if to Xxxxxx X. Xxxxx & Co. Incorporated, 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Syndicate Department (facsimile: (000)-000-0000), with a copy to the Legal Department; if to Fifth Third Securities, Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxx: UTFC6B, Xxxxxxxxx, XX 00000; if to Xxxxxx Xxxxxxxxxx Xxxxx LLC, 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000; and with respect to each notice to any Agent a copy (for informational purposes only) to Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxx 0000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Salon, Esq.; and if to the Company shall be delivered or sent by mail to Community Healthcare Trust Incorporated, 0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, with a copy (for informational purposes only) to Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxx Xxxxxxx Grindon. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

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SECTION 2. Obligations Binding upon Regions Securities, LLC. Regions Securities, LLC hereby agrees to be bound by the terms of the Agreement. Regions Securities, LLC shall be considered to be an Agent under the Agreement to the same extent as if it were a party to the Agreement on the date of the execution thereof.

SECTION 3. Obligations Binding upon Xxxxxx X. Xxxxx & Co. Incorporated. Xxxxxx X. Xxxxx & Co. Incorporated hereby agrees to be bound by the terms of the Agreement. Xxxxxx X. Xxxxx & Co. Incorporated shall be considered to be an Agent under the Agreement to the same extent as if it were a party to the Agreement on the date of the execution thereof.

    SECTION 4. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 5. Counterparts. This Amendment may be executed and delivered in any number of counterparts, all of which taken together shall upon execution and delivery constitute one and the same instrument.

Very truly yours,

COMMUNITY HEALTHCARE TRUST INCORPORATED

By:

/s/ Xxxxxxx Xxxxxxx

Name:

Xxxxxxx Xxxxxxx

Title:

Chief Executive Officer and President

Accepted as of the date hereof:

XXXXX XXXXXXX & CO.

By:

/s/ X. Xxxxxxxx

Name:

X. Xxxxxxxx

Title:

Managing Director

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EVERCORE GROUP L.L.C.
By:			/s/ Xxx X. Xxxxxxxx
Name:			Xxx X. Xxxxxxxx
Title:			Senior Managing Director
TRUIST SECURITIES, INC.
By:			/s/ Xxxxx Xxxxxxxxx
Name:			Xxxxx Xxxxxxxxx
Title:			Director
REGIONS SECURITIES LLC
By:			/s/ Xxxxxx X. Xxxxxxxxx
Name:			Xxxxxx X. Xxxxxxxxx
Title:			Managing Director - ECM
XXXXXX X. XXXXX & CO. INCORPORATED
By:			/s/ Xxxxxxxxxxx Xxxxxx
Name:			Xxxxxxxxxxx Xxxxxx
Title:			Director

Signature Page to Amendment No. 1 to the Amended and Restated Sales Agency Agreement

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XXXXXX XXXXXXXXXX XXXXX LLC
By:			/s/ Xxxxx Xxx
Name:			Xxxxx Xxx
Title:			Managing Director
FIFTH THIRD SECURITIES, INC.
By:			/s/ Xxxxxxxx Xxxxx Xxxxx
Name:			Susannah Xxxx Xxxxx
Title:			Director, ECM

Signature Page to Amendment No. 1 to the Amended and Restated Sales Agency Agreement

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