Ladies and Gentlemen:
FrontView REIT, Inc., a Maryland corporation (the “Company”), and FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), each confirm their respective agreement with each of J.P. Morgan Securities LLC, BofA Securities, Inc., B. Riley Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Compass Point Research & Trading, LLC, Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, each as sales agent in connection with the offering and sale of Issuance Shares (as defined below) and/or as principal under any Terms Agreement (as defined below) (in any such relevant capacity, each an “Agent,” and collectively, the “Agents”), JPMorgan Chase Bank, National Association, Bank of America, N.A., B. Riley Securities, Inc., CF Secured, LLC, Huntington Securities, Inc., Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Royal Bank of Canada, StoneX Financial Inc., Truist Bank, and Wells Fargo Bank, National Association, each as forward purchaser under any Forward Contract (as defined below) (in such capacity, each a “Forward Purchaser,” and collectively, the “Forward Purchasers”), and J.P. Morgan Securities LLC, BofA Securities, Inc., B. Riley Securities, Inc., Cantor Fitzgerald & Co., Huntington Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), Raymond James & Associates, Inc., RBC Capital Markets, LLC, StoneX Financial Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC, each as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) (in such capacity, each a “Forward Seller,” and collectively, the “Forward Sellers”), with respect to the offering and/or issuance and sale from time to time, in the manner and subject to the terms and conditions described below in this Amended and Restated Distribution Agreement (this “Agreement”), of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company having an aggregate actual gross sales price (the “Gross Sales Price”) of up to $125.0 million (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. As of the date of Agreement, the Company has sold shares of Common Stock having an aggregate gross sales price of approximately $50.7 million under the distribution agreement, dated February 27, 2026 and as a result, approximately $74.3 million is available for future issuance and sale as of the date hereof. The Issuance Shares (as defined below) and the Forward Hedge Shares (as defined below) offered and sold pursuant to this Agreement shall be referred to herein as the “Shares.”
The Company may also enter into one or more non-contingent forward transactions (the “Non-Contingent Forward”) with any of the Forward Purchasers or contingent forward transactions (the “Contingent Forward”) with Jefferies LLC, JPMorgan Chase Bank, National Association, Bank of America, N.A., B. Riley Securities, Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, Truist Bank, and Wells Fargo Bank, National Association, each as a Forward Purchaser (in such capacity, each a “Contingent Forward Purchaser”, and collectively, the “Contingent Forward Purchasers”), in each case, pursuant to separate master forward confirmations (each in substantially the form attached hereto as Exhibit F or Exhibit G, as applicable, and with such changes therein as the parties thereto may agree, a “Master Forward Confirmation”) and the applicable supplemental confirmation in respect of the applicable forward transaction (each substantially in the form of Exhibit A attached to the applicable Master Forward Confirmation and with such changes therein as the parties thereto may agree (a “Supplemental Confirmation”)).
The Company and the Operating Partnership have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Nos. 333-292002 and 333-292002-01) (the “registration statement”) for the registration of the Shares and other securities of the Company and the Operating Partnership under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), which was declared effective on December 17, 2025; and such registration statement sets forth the terms of the offering, sale and plan of distribution of