AMENDMENT NO. 4 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.2

AMERICAN FINANCE TRUST, INC.

AMENDMENT NO. 4 TO EQUITY DISTRIBUTION AGREEMENT

August 6, 2021

BMO Capital Markets Corp.

0 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

BBVA Securities Inc.

1345 Avenue of the Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

X. Xxxxx Securities, Inc.

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Citizens Capital Markets, Inc.
000 Xxxxxxxxxx Xxxx., 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000

KeyBanc Capital Markets Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000

Ladenburg Xxxxxxxx & Co. Inc.

000 0^xx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Truist Securities, Inc.
0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000

Barclays Capital Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated as of May 8, 2019, as amended by Amendment No. 1 to Equity Distribution Agreement, effective as of June 25, 2019, by Amendment No. 2 to Equity Distribution Agreement, effective as of October 4, 2019, and by Amendment No. 3 to Equity Distribution Agreement, effective as of January 13, 2021 (the “Agreement”), by and among American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), on the one hand, and BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Xxxxxxxx & Co. Inc., Truist Securities, Inc. and X.X. Xxxxxxxx & Co. ( “D.A. Davidson”) regarding the issuance and sale of the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, pursuant to the terms thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

In light of the Company’s termination of Agreement, as to D.A. Davidson on the date hereof, and the Company’s desire to add Barclays Capital, Inc. as an Agent, the parties hereto wish to amend the Agreement through this Amendment No. 4 to the Equity Distribution Agreement (this “Amendment”) to modify the definition of certain defined terms set forth in the Agreement with effect on and after the date hereof (the “Effective Date”).

SECTION 1. Amendment to the Agreement. The Parties hereby agree, from and after the Effective Date, that:

a. The definitions of the terms “Agent” and “Agents” are hereby amended to read as follows: “BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Xxxxxxxx & Co. Inc., Truist Securities, Inc. and Barclays Capital Inc. (each an “Agent” and collectively, the “Agents”).”

b. Section 7(a) of the Agreement is hereby amended to delete the following “X.X. Xxxxxxxx & Co., 0 Xxxxx Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, Attention: Equity Syndicate, (000) 000-0000” and replace it with “Barclays Capital, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Registration, Fax No. (000) 000-0000”;

SECTION 2. Obligations Binding upon Barclays Capital Inc. Barclays Capital Inc. hereby agrees to be bound by the terms of the Agreement. Barclays Capital Inc. shall be considered to be an Agent in the offering of the Shares under the Agreement to the same extent as if it were a party to the Agreement on the date of the execution thereof.t.

SECTION 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.

SECTION 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment brought by the other party hereto to the jurisdiction of the courts of New York State located in the Borough of Manhattan and the U.S. District Court for the Southern District of New York.

SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership and the Agents hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Amendment or the transactions contemplated hereby or thereby.

SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience and reference only and are not to be considered in construing this Amendment.

SECTION 9. Successors and Assigns. This Amendment shall be binding upon each Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Company’s and the Operating Partnership’s and each Agent’s respective business or assets.

[Signature Page Follows]

	Very truly yours,
	AMERICAN FINANCE TRUST, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: CEO

	AMERICAN FINANCE OPERATING PARTNERSHIP, L.P.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: CEO

[Signature Page to Amendment No. 4 to Equity Distribution Agreement]

Confirmed as of the date first above mentioned:

BMO CAPITAL MARKETS CORP.
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx Title: Managing Director, Global Markets

BBVA SECURITIES INC.
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx Title: Managing Director

X. XXXXX SECURITIES, INC.
By:	/s/ Xxxxxxx XxXxxxxx
	Name: Xxxxxxx XxXxxxxx Title: SMD & Co-Head of Investment Banking

CITIZENS CAPITAL MARKETS, INC.
By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx Title: Managing Director

KEYBANC CAPITAL MARKETS INC.
By:	/s/ Xxxx Xxxxxxxxxxx
	Name: Xxxx Xxxxxxxxxxx Title: Managing Director, Equity Capital Markets

LADENBURG XXXXXXXX & CO., INC.
By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx Title: Head of Capital Markets

TRUIST SECURITIES, INC.
By:	/s/ Xxxxx Xxxxxxxxx
	Name: Xxxxx Xxxxxxxxx Title: Director

[Signature Page to Amendment No. 4 to Equity Distribution Agreement]

BARCLAYS CAPITAL INC.
By:	/s/ Xxxxxx Kwerteng
	Name: Xxxxxx Kwerteng Title: Managing Director

[Signature Page to Amendment No. 4 to Equity Distribution Agreement]