Document

EXHIBIT 10.48

FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, and as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

Recitals

A. Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021, and two (2) Buyer’s Title Notices on January 11, 2022, pursuant to Section 2.2(b) of the Agreement. As of January 19, 2022, Buyer had received a response from Title Company as to 73 of the 81 Buyer’s Title Notices. As a result, Buyer is not in position to issue the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.

B. Seller and Buyer desire to extend the deadline for issuance of the Buyer’s Critical Title Notice and otherwise amend the Agreement as set forth below.

Amendment

1.Section 2.2(d) of the Agreement is hereby omitted in its entirety and the following substituted in lieu thereof:

(d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 21, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the

Fourth Amendment to Agreement of Purchase and Sale

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Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response (provided, in the event that Seller’s Critical Title Response is given or due to be given fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

2. A scrivener’s error existed in the signature block for Selling Entity ARCP MT Bowling Green KY, LLC (“ARCP MT Bowling Green”). Such signature block is corrected in this Amendment and, by executing this Amendment, ARCP MT Bowling Green hereby ratifies and confirms the Agreement, as amended by this Amendment.

3. This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

4. Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed.

[Signature Pages Follow]

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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

BUYER:

American Finance Operating Partnership, L.P.,
a Delaware limited partnership

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be executed and delivered by their duly authorized representatives as of the date first written above.

SELLER:

COLE MT SAN JOSE CA, LP,
a Delaware limited partnership

By Cole GP MT San Jose CA, LLC,
a Delaware limited liability company,
its General Partner

By: CIM Real Estate Finance Management,
LLC, a Delaware limited liability
company, its Manager

By:
Name: Nathan DeBacker
Its: Vice President

COLE MT ALLEN PARK MI, LLC,
a Delaware limited liability company

By: Cole REIT Management V, LLC,
a Delaware limited liability company,
its Manager

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

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COLE MT LOUDON TN, LLC

By:    Cypress Merger Sub, LLC,
    a Maryland limited liability company,
    its sole member

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT BOWLING GREEN KY, LLC

By: Cole REIT Management V, LLC

a Delaware limited liability company,

its Manager

By:
Name: Nathan DeBacker
Its: Vice President

ALL THE ENTITIES LISTED ON THE BALANCE OF THIS PAGE AND THE FOLLOWING PAGES,
each, a Delaware limited liability company

By: CIM Real Estate Finance Management, LLC
a Delaware limited liability company,
its Manager

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

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Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

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Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

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