0001104659-23-005971 Sample Contracts

SECOND AMENDMENT TO WAIVER AGREEMENT
Waiver Agreement • January 24th, 2023 • New York City REIT, Inc. • Real estate investment trusts • Maryland

This SECOND AMENDMENT TO THE WAIVER AGREEMENT is entered into on January 23, 2023, by and among American Strategic Investment Co. (the “Company”), Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in either the Waiver Agreement or in the Amended and Restated Rights Agreement, dated as of August 17, 2020, as amended by Amendment No. 1, dated as of August 12, 2021, and Amendment No. 2, dated as of August 10, 2022 (as amended the “Rights Agreement”).

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DEALER MANAGER AGREEMENT
Dealer Manager Agreement • January 24th, 2023 • New York City REIT, Inc. • Real estate investment trusts • New York
THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 24th, 2023 • New York City REIT, Inc. • Real estate investment trusts

This Amendment No. 3 to the Amended and Restated Rights Agreement, dated as of January 23, 2023 (this “Third Amendment”), is made between American Strategic Investment Co., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

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