Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 12, 2023

Global Net Lease, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-37390

45-2771978

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

650 Fifth Avenue, 30th Floor

New York, New York 10019

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 415-6500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.01 par value per share	GNL	New York Stock Exchange
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value share	GNL PR A	New York Stock Exchange
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR B	New York Stock Exchange
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR D	New York Stock Exchange
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR E	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

Completion of REIT Merger and Internalization

This Current Report on Form 8-K is being filed in connection with the consummation on September 12, 2023 (the “Closing Date”) of the transactions contemplated by (1) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “REIT Merger Agreement”), by and among Global Net Lease, Inc., a Maryland corporation (“GNL” or the “Company”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (“GNL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of GNL (“REIT Merger Sub”), Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”) and The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”) (such transactions, the “REIT Merger”), and (2) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “Internalization Agreement”) by and among GNL, RTL, GNL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL Advisor Sub”), GNL PM Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL PM Sub”), RTL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP, RTL PM Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “RTL PM Sub”), GNL OP, RTL OP, AR Global Investments, LLC, a Delaware limited liability company (“Advisor Parent”), Global Net Lease Special Limited Partnership, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Advisor Parent (“GNL SLP”), Necessity Retail Space Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Advisor Parent (“RTL SLP”), Global Net Lease Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL SLP (“GNL Advisor”), Global Net Lease Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL SLP (“GNL Property Manager”), Necessity Retail Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RTL SLP (“RTL Advisor”), and Necessity Retail Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RTL SLP (“RTL Property Manager”), entered into for the purposes of effecting an internalization of the advisory and property management functions of GNL and GNL OP post-REIT Merger (collectively, the “Internalization” and together with the REIT Merger, the “Transactions”).

Pursuant to the terms and conditions of the REIT Merger Agreement, at the effective time of the REIT Merger on the Closing Date (the “REIT Merger Effective Time”), RTL merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GNL, and immediately after the REIT Merger Effective Time, OP Merger Sub merged with and into RTL OP, with RTL OP continuing as the surviving entity. Pursuant to the terms and conditions of the Internalization Agreement, at the effective time of the Internalization (the “Internalization Effective Time”), (i) GNL Advisor Sub merged with and into GNL Advisor, with GNL Advisor continuing in existence; (ii) GNL PM Sub merged with and into GNL Property Manager, with GNL Property Manager continuing in existence; (iii) RTL Advisor Merger Sub LLC merged with and into RTL Advisor, with RTL Advisor continuing in existence; and (iv) RTL PM Sub merged with and into RTL Property Manager, with RTL Property Manager continuing in existence.

Copies of the REIT Merger Agreement and the Internalization Agreement were previously filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2023 (the “Signing Form 8-K”) and are incorporated by reference herein. The descriptions of the REIT Merger Agreement and the Internalization Agreement contained in this Current Report on Form 8-K are not complete and are qualified in their entirety by reference to the full text of the Agreements.

In connection with the Transactions, GNL and RTL filed a Joint Proxy Statement/Prospectus included in a Registration Statement on Form S-4 filed by GNL on July 6, 2023, which became effective on July 18, 2023 (the “Joint Proxy Statement/Prospectus”).

Item 1.01. Entry into a Material Definitive Agreement.

Amended Credit Facility

In connection with the Transactions, on September 12, 2023, GNL entered into a second amendment (the “GNL Credit Facility Amendment”) to its Second Amended and Restated Credit Agreement, dated April 8, 2022, by and among GNL OP, as borrower, GNL and the other guarantors party thereto (including RTL OP, RTL OP GP, REIT Merger Sub, and certain of RTL OP’s subsidiaries), KeyBank National Association, as agent, and the other lender parties thereto (as amended to date, the “GNL Credit Facility”) in order to, among other things, repay the outstanding indebtedness and obligations of RTL under the Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among RTL OP, RTL and the other guarantors party thereto, BMO Harris Bank N.A., as administrative agent, and the other lender parties thereto (the “RTL Credit Facility”). GNL exercised the existing “accordion feature” on the GNL Credit Facility and increased the aggregate total commitments under the GNL Credit Facility by $500 million from $1.45 billion to $1.95 billion to repay and terminate the RTL Credit Facility and to create additional availability after the closing of the REIT Merger. The sublimits for letters of credit and swing loans were also each increased from $50 million to $75 million. The GNL Credit Facility Amendment also includes modifications to the change of control events to reflect the changes to the board composition and management of GNL following the REIT Merger and other modifications to account for multi-tenant properties for the credit support of additional eligible unencumbered properties that are owned by the subsidiaries of RTL OP that serve as guarantors under the GNL Credit Facility. The GNL Credit Facility will mature on October 8, 2026, subject to GNL OP’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms.

The pricing of the GNL Credit Facility, the calculation of availability under the GNL Credit Facility and the other provisions relating to prepayments, operating covenants (including the restrictions on distributions and the financial maintenance covenants further described below), events of default, and the terms of the existing guaranty remain substantially consistent with the terms in effect prior to the execution of the GNL Credit Facility Amendment.

Unless GNL has obtained and maintained, from at least two rating agencies, a credit rating of at least BBB- from S&P Global Inc. or Fitch Ratings Inc. or at least Baa3 from Moody’s Investor Service, Inc., there is a limit on the amount of dividends that GNL may pay to its investors equal to 100% of adjusted funds from operations (“AFFO”) (calculated as of the last day of the most recently ended fiscal quarter for the four quarter period ending on such date) (provided that, for one fiscal quarter every calendar year, such amount may exceed 100% of AFFO but not exceed 105% of AFFO). However, notwithstanding the preceding sentence, GNL is permitted to make restricted payments (including the making of distributions and share repurchases) in an amount required to be paid by GNL in order for it to (x) maintain its real estate investment trust (“REIT”) status for federal and state income tax purposes and (y) avoid the payment of federal and state income or excise tax. During a payment or bankruptcy event of default, restricted payments by GNL will only be permitted up to the minimum amount needed to maintain GNL’s status as a REIT for federal and state income tax purposes.

The following summarizes the financial maintenance covenants of the GNL Credit Facility:

Maximum Leverage Ratio. The ratio of (i) indebtedness to (ii) total asset value cannot exceed 60.0%; provided that GNL OP will have the option to increase this limit to 65% for the two consecutive quarters following a material acquisition, not to be exercised more than three times during the term of the GNL Credit Facility.

Minimum Fixed Charge Coverage Ratio. The ratio of (i) Adjusted EBITDA to (ii) fixed charges for the most recent full fiscal quarter, annualized, cannot be less than 1.60 to 1.0.

Maximum Secured Leverage Ratio. The ratio of (i) secured indebtedness to (ii) total asset value cannot exceed 45.0%; provided that GNL will have the option to increase the foregoing limit to 50% for the two consecutive quarters following a material acquisition, not to be exercised more than three times during the term of the GNL Credit Facility.

Maximum Secured Recourse Debt Ratio: The ratio of (i) secured recourse debt to (ii) total asset value cannot exceed 15%.

Minimum Tangible Net Worth. Tangible net worth cannot at any time be less than (i) 80% of the tangible net worth on the closing date of the GNL Credit Facility Amendment plus (ii) an amount equal to 80% of net equity offering proceeds received by GNL after the closing date of the GNL Credit Facility Amendment.

Maximum Unencumbered Leverage. The ratio of (i) unsecured indebtedness to (ii) unencumbered asset value cannot exceed 60%.

Unencumbered Debt Service Coverage Ratio. The ratio of (i) unencumbered net operating income for the most recent full fiscal quarter, annualized, to (ii) the implied debt service, cannot be less than 1.50 to 1.0.

The above description of the GNL Credit Facility Amendment is a summary and is qualified in its entirety by the terms of the GNL Credit Facility Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

GNL and RTL Supplemental Indentures

In connection with the Transactions, on September 12, 2023, GNL, GNL OP, and the other parties thereto entered into a supplemental indenture (the “RTL Supplemental Indenture”) to assume the obligations of RTL and RTL OP with respect to the RTL Senior Notes (as defined below) and under RTL’s indenture, dated October 7, 2021, by and among RTL, RTL OP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (as amended and supplemented to date, the “RTL Indenture”) and governing the $500 million 4.500% Senior Notes due 2028 issued by RTL and RTL OP (the “RTL Senior Notes”). The RTL Senior Notes, which were issued at par, mature on September 30, 2028 and accrue interest at a rate of 4.500% per year. Interest is payable semi-annually in arrears on March 30 and September 30 of each year. The RTL Senior Notes do not require any principal payments prior to maturity.

Additionally, each of the guarantors under the GNL Credit Facility not a party to the RTL Indenture prior to the REIT Merger Effective Time (the “New RTL Guarantors”) also entered into the RTL Supplemental Indenture, whereby the New RTL Guarantors guaranteed the indebtedness under the RTL Indenture.

Under the RTL Indenture as assumed, GNL and GNL OP will be required to make an offer to repurchase all outstanding RTL Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if a “Change of Control Triggering Event” occurs. A Change of Control Triggering Event means the occurrence of both (i) a change of control (as defined in the RTL Indenture), and (ii) a ratings decline (as defined in the RTL Indenture), which occurs if the ratings on the RTL Senior Notes are downgraded by at least two out of three applicable rating agencies (as defined in the RTL Indenture) within 60 days following public notice of the occurrence of the change of control, as compared to the applicable ratings of the RTL Senior Notes 60 days prior to the earlier of either the date of the change of control or the date of public notice thereof. The Transactions constitute a change of control under the RTL Indenture, and, accordingly, GNL and GNL OP would be required to redeem the RTL Senior Notes at 101% of the principal amount thereof if a ratings decline (as defined in the RTL Indenture) occurs.

In addition, as required by the terms of the indenture dated as of December 16, 2020, among GNL, GNL OP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (as amended and supplemented to date, the “GNL Indenture”) governing the $500 million 3.750% Senior Notes due 2027 issued by GNL and GNL OP, and the terms of the GNL Indenture, at the REIT Merger Effective Time, GNL, GNL OP and each of the guarantors under the GNL Credit Facility not a party to the GNL Indenture prior to the REIT Merger Effective Time (the “New GNL Guarantors”) entered into a supplemental indenture (the “GNL Supplemental Indenture”), whereby the New GNL Guarantors guarantee the indebtedness under both the GNL Indenture and the RTL Indenture.

The above description of the RTL Indenture, the RTL Supplemental Indenture and the GNL Supplemental Indentures is a summary and is qualified in its entirety by the terms of the RTL Indenture, the RTL Supplemental Indenture, and the GNL Supplemental Indentures, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated by reference herein.

Assumption of RTL CMBS

In connection with the Transactions, on September 12, 2023, GNL became the non-recourse guarantor and provided an environmental indemnity in connection with that certain (i) Loan Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto including certain subsidiaries of RTL OP, as borrowers, and Column Financial, Inc., as lender, as amended to date and assigned by Column Financial Inc. (the “RTL Column Loan Agreement”) and (ii) the Loan Agreement, dated as of August 30, 2023, among (w) Barclays Capital Real Estate Inc., (x) Société Générale Financial Corporation, (y) Bank of Montreal and (z) KeyBank National Association, as lenders, and certain subsidiaries of RTL OP, as borrowers (the “RTL Barclays Loan Agreement”). At the REIT Merger Effective Time, RTL OP, a subsidiary of GNL, continues to be the non-recourse guarantor and environmental indemnitor under that certain Loan Agreement, dated as of December 8, 2017, among Société Générale and UBS AG, as lenders, and certain subsidiaries of RTL OP, as borrowers, as amended to date and assigned by Société Générale and UBS AG (the “RTL SocGen and UBS Loan Agreement”).

The RTL Column Loan Agreement is a $715.0 million loan and is secured by, among other things, a first mortgage on approximately 363 single-tenant properties located in 41 states and the District of Columbia. The loan bears interest at a fixed rate of 3.743% and matures on August 6, 2025. The loan agreement also contains provisions pursuant to which, subject to certain conditions and limitations, mortgaged properties may be released or replaced and provisions related to circumstances under which all rent and other revenue received from the mortgaged properties will be directly deposited into a bank account controlled by the lender and used to pay obligations under the loan.

The RTL SocGen and UBS Loan Agreement provides for a $210.0 million loan with a fixed interest rate of 4.191% and a maturity date of January 1, 2028. The RTL SocGen and UBS Loan Agreement is secured by, among other things, mortgage liens on 12 retail properties in eight states.

The RTL Barclays Loan Agreement provides for a $260.0 million loan secured by, among other things, first priority mortgages on the borrowers’ interests in 29 multi-tenant properties owned across the United States. The loan has a 10-year term and is interest-only at a fixed rate of 6.44575% per year.

The above description is a summary and is qualified in its entirety by the terms of the RTL Column Loan Agreement, the Limited Recourse Guaranty in favor of Column Financial, Inc. dated July 24, 2020, the Environmental Indemnity Agreement dated as of July 24, 2020, the Limited Recourse Agreement dated as of September 12, 2023, the Environmental Indemnity Agreement dated as of September 12, 2023, the RTL SocGen and UBS Loan Agreement, the Guaranty of Recourse Obligations dated December 8, 2017 in favor of Societe Generale and UBS AG, the RTL Barclays Loan Agreement, the Guaranty Agreement, dated as of September 12, 2023, in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank of Montreal, and KeyBank National Association, and the Environmental Indemnity Agreement, dated as of September 12, 2023, copies of which are attached hereto as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, Exhibit 10.7, Exhibit 10.8, and Exhibit 10.9, respectively, and are incorporated by reference herein.

Registration Rights and Stockholders Agreement

In connection with the Internalization Agreement, on September 12, 2023, GNL and Advisor Parent, GNL SLP, and RTL SLP

Bellevue Capital Partners, LLC, American Relaty Capital Global II Special LP LLC, AR Global Investments, LLC, Nicholas S. Schorsch, Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust, MWM I, LLC, Shelley D. Schorsch, Edward M. Weil, Jr., William M. Kahane, and AR Capital LLC (collectively, the “Advisor Holders”) entered into a Registration Rights and Stockholders Agreement (the “Registration Rights and Stockholders Agreement”). Pursuant to the Registration Rights and Stockholders Agreement, GNL has agreed to, as soon as possible following the closing of the Transactions, file a registration statement or prospectus supplement providing for the registration and sale of any shares of GNL’s common stock, $0.01 par value per share (“GNL Common Stock”) beneficially owned by the Advisor Holders at the time of such filing (the “Resale Registration Statement”). GNL is required to use its reasonable best efforts to keep the Resale Registration Statement continuously effective for the period beginning on the date which the Resale Registration Statement becomes effective and ending on the earlier of (i) the date on which all of the Advisor Holders’ shares of GNL Common Stock may be resold without volume or manner of sale limitations pursuant to Rule 144, and (ii) the date that all of the Advisor Holders’ shares of GNL Common Stock registered under the Resale Registration Statement have been disposed of or withdrawn. Pursuant to the terms of the Registration Rights and Stockholders Agreement, the Advisor Holders are permitted to transfer their shares of GNL Common Stock to each of AR Capital Global Holdings, LLC and Bellevue Capital Partners, LLC, who may in turn distribute the share to its members, who may also transfer the shares to their family members, all of whom will be permitted successors and assigns to the rights and obligations under the Registration Rights and Stockholders Agreement with respect the transferred shares.

Amendments and Supplements

During the period that the Resale Registration Statement is effective, GNL will prepare and file with the SEC such amendments and supplements as may be necessary to keep the Resale Registration Statement effective and to comply with provisions of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the disposition of the Advisor Holders’ shares of GNL Common Stock. GNL will file, as promptly as practicable and in any event within 20 business days, any supplement or post-effective amendment to add the Advisor Holders’ shares of GNL Common Stock to any shelf registration statement as is reasonably necessary to permit the sale of the Advisor Holders’ shares of GNL Common Stock.

Underwritten Offerings

The Registration Rights and Stockholders Agreement provides the Advisor Holders with demand rights for an underwritten offering of their shares of GNL Common Stock. GNL has agreed to reasonably cooperate with any such request and to take all other reasonable actions in connection therewith, including entering into certain agreements (including an underwriting agreement in customary form), making customary representations and warranties to the underwriters with respect to GNL’s business and the registration statement, obtaining customary opinions and negative assurance letters of counsel, obtaining customary “cold comfort” letters and updates thereof from GNL’s independent registered public accountants (to the extent permitted by applicable accounting rules and guidelines), and filing any supplements to the registration statement as may be necessary in order to enable the Advisor Holders’ shares of GNL Common Stock to be distributed in the underwritten offering.

If the Advisor Holders desires to engage in a block trade or bought deal pursuant to a shelf registration statement, the Advisor Holders may notify GNL of such block trade not less than five business days prior to the day such offering is first anticipated to commence. Upon such request, GNL will use its reasonable best efforts to facilitate the block trade or bought deal (which may close as early as two business days after the date it commences).

Piggyback Registration

Under the Registration Rights and Stockholders Agreement, the Advisor Holders have been granted certain piggyback registration rights. In particular, subject to certain specified exceptions, including sales by GNL in an “at-the-market” offering, if GNL proposes to conduct a registered offering or proposes to file a registration statement under the Securities Act with respect to an offering of its common equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, its common equity securities, then GNL will give written notice of such proposed offering to the Advisor Holders not less than three business days before the filing date of such registration statement or, in the case of an underwritten offering pursuant to a shelf registration statement, the launch date of such offering and include in such registered offering such number of the Advisor Holders’ shares of GNL Common Stock as the Advisor Holders may request.

Sale and Transfer Restrictions

Under the Registration Rights and Stockholders Agreement, Advisor Parent is prohibited from transferring any shares of GNL Common Stock issued pursuant to the Internalization on or before the date that is six months from the Internalization Merger Effective Time (as defined in the Registration Rights and Stockholders Agreement) without the prior written consent of GNL. Notwithstanding the foregoing, Advisor Parent may, beginning on the date that is 30 days following the Internalization Merger Effective Time, sell such shares of GNL Common Stock issued pursuant to the Internalization in transactions generating net proceeds of up to $85 million, provided that, during any three-month period, the amount of such shares transferred by Advisor Parent will not exceed the greater of (i) 1% of the then outstanding shares of GNL Common Stock or (ii) the average weekly reported trading volume of GNL Common Stock during the 4 weeks preceding the date of such transfer.

In addition, in the event of an underwritten offering of GNL Common Stock, the Advisor Holders will not effect any disposition of any shares of GNL Common Stock during the period (the “Offering Blackout Period”) beginning upon receipt by the Advisor Holders of written notice from GNL, but in any event no earlier than the 15th day preceding the anticipated date of pricing of such underwritten offering, and ending no later than 90 days after the closing date of such underwritten offering, and in no event for any longer period than is applicable to GNL’s directors and officers in connection with such underwritten offering. However, the Advisor Holders will not be required to observe or comply with the Offering Blackout Period if they are not disposing of any of shares of GNL Common Stock in such underwritten offering. Furthermore, such lockup will not prohibit the Advisor Holders from pledging their shares of GNL Common Stock pursuant to a bona fide margin loan or prevent the lender from exercising foreclosure remedies pursuant to such loan.

Board Nomination Right

The Advisor Holders have the right to designate one individual for nomination and election to GNL’s board of directors (the “GNL Board”), beginning at the first election of directors after both James L. Nelson and Edward M. Weil, Jr. are no longer serving on the GNL Board, provided that the Advisor Holders must hold at least 10% of the shares of GNL Common Stock then outstanding at any given time in order to exercise this right. Furthermore, the individual designated by the Advisor Holders must (i) not be affiliated with Advisor Parent, and (ii) satisfy the independence standards under Section 303A of the NYSE Listed Company Manual.

The above description of the Registration Rights and Stockholders Agreement is a summary and is qualified in its entirety by the terms of the Registration Rights and Stockholders Agreement, a copy of which is attached as Exhibit 10.10 hereto and incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

Termination of Advisory Agreement

On September 12, 2023, GNL terminated its Advisory Agreement, dated as of June 2, 2015, as amended, by and among GNL, GNL OP, and GNL Advisor.

Termination of Rights Agreement

On September 12, 2023, GNL and Equiniti Trust Company (f/k/a American Stock Transfer and Trust Company, LLC) (“Equiniti”), as Rights Agent, terminated the Company’s rights agreement, by and between the Company and Equiniti, dated April 9, 2020, as amended (the “Rights Agreement”). In connection with the termination of the Rights Agreement, all of the outstanding preferred stock purchase rights issued pursuant to the Rights Agreement were terminated and are no longer outstanding.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Completion of REIT Merger and Internalization

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

On September 12, 2023, each of the REIT Merger and the Internalization became effective. As a result of the REIT Merger, the Company acquired the business of RTL, which, immediately prior to the REIT Merger Effective Time, owned a portfolio of 989 properties. As a result of the Internalization, GNL has internalized its advisory and property management services previously provided by affiliates of Advisor Parent, and will now operate as an internally managed REIT with a portfolio of 1,306 properties.

REIT Merger Consideration

GNL Common Stock

Pursuant to the terms and subject to the conditions of the REIT Merger Agreement, each issued and outstanding share of RTL’s Class A Common Stock, $0.01 par value per share (“RTL Class A Common Stock”) (other than shares of RTL Class A Common Stock held by RTL’s subsidiaries, GNL, and GNL’s subsidiaries, which were cancelled in accordance with the terms of the REIT Merger Agreement), was converted into the right to receive 0.670 shares of GNL Common Stock upon the closing of the REIT Merger (the “Exchange Ratio”). RTL stockholders that would have been entitled to receive fractional shares of less than 1/1000^th of a share will have their shares aggregated and rounded up to the nearest 1/1,000^th of a share of GNL Common Stock.

The Company issued approximately 93,432,927 shares of GNL Common Stock as consideration in the REIT Merger, and approximately 221,136 GNL Restricted Shares (as defined in the REIT Merger Agreement) subject to vesting conditions.

Preferred Stock

At the REIT Merger Effective Time, 7,933,711 issued and outstanding shares of RTL’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share and 4,595,175 issued and outstanding shares of RTL’s 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, converted into the right to receive 7,933,711 shares of GNL’s 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“GNL Series D Preferred Stock”), and 4,595,175 shares of GNL’s 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“GNL Series E Preferred Stock”), respectively.

As of September 12, 2023, the shares of Series D Preferred Stock and Series E Preferred Stock issued pursuant to the REIT Merger are listed on the New York Stock Exchange under the trading symbols “GNL PR D” and “GNL PR E,” respectively.

Internalization Consideration

As consideration for the Internalization, GNL issued 29,614,825 shares of GNL Common Stock, valued at $325 million for purposes of the Internalization Agreement, to Advisor Parent (the “Advisor Shares”) and paid Advisor Parent $50 million in cash. The Advisor Shares were issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Registration Rights and Stockholders Agreement (as discussed in Item 1.01 of this Current Report on Form 8-K), GNL will register the Advisor Shares for resale on the Resale Registration Statement, and Advisor Parent has certain board nomination rights.

RTL LTIP Units

Prior to the REIT Merger Effective Time, RTL Advisor distributed approximately 5,569,362 long-term incentive units of RTL OP (the “RTL LTIP Units”) representing that portion of the RTL LTIP Units that vested and became earned (the “RTL Earned LTIPs Units”) in accordance with the terms of the RTL Advisor Multi-Year Outplacement Performance Award as modified by the Internalization Agreement (the “Amended RTL 2021 Award”) to RTL SLP. As provided by the Internalization Agreement and the Amended RTL 2021 Award, the RTL Earned LTIP Units converted into a like number of restricted shares of RTL Class A Common Stock. These restricted shares were subsequently converted into the right to receive approximately 3,731,472 shares of GNL Common Stock at the REIT Merger Effective Time based on the Exchange Ratio. A priority catch-up distribution was paid in cash to RTL SLP in an amount of $9,586,264. RTL SLP is a party to the Registration Rights and Stockholders Agreement discussed in more detail in Item 1.01 of this Current Report on Form 8-K, and the Company will register the shares of GNL Common Stock issued.

GNL LTIP Units

Prior to the REIT Merger Effective Time, GNL Advisor distributed approximately 883,750 long-term incentive units of GNL OP (the “GNL LTIP Units”) representing that portion of the GNL LTIP Units that vested and became earned (the “GNL Earned LTIPs Units”) in accordance with the terms of the GNL Advisor Multi-Year Outplacement Performance Award as modified by the Internalization Agreement (the “Amended GNL 2021 Award”) to GNL SLP. As provided in the Internalization Agreement and the Amended GNL 2021 Award, the GNL Earned LTIP Units converted into a like number of shares of GNL Common Stock at the REIT Merger Effective Time. A priority catch-up distribution was paid in cash to GNL SLP in an amount of $2,863,350. The shares issued to GNL SLP in connection with the conversion of GNL LTIP Units were issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act. GNL SLP is a party to the Registration Rights and Stockholders Agreement discussed in more detail in Item 1.01 of this Current Report on Form 8-K.

Amendment to the Operating Partnership Agreement

On September 12, 2023, the Company, in its capacity as the general partner of the GNL OP, entered into a Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the GNL OP (the “Tenth Amendment”), to (i) implement the issuance of Series D Preferred Units and Series E Preferred Units to GNL, in its capacity as the general partner of the GNL OP, which are units of limited partnership in the GNL OP that have economic interests that are substantially similar to the designations, preferences and other rights of the GNL Series D Preferred Stock and the GNL Series E Preferred Stock, respectively, and (ii) to implement the issuance of additional limited partnership interests in the form of OP Units in connection with the issuances of the shares of GNL Common Stock upon the closing of the Transactions.

The foregoing description of the Tenth Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Tenth Amendment, which is filed as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K under the captions “GNL and RTL Supplemental Indentures,” “Amended Credit Facility,” and “Assumption of RTL CMBS” is incorporated herein by reference to this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K under the captions “Internalization Consideration” and “GNL LTP Units” is incorporated herein by reference to this Item 3.02.

Blackwells/Related Parties

As previously disclosed in our Current Report on Form 8-K filed with the SEC on June 4, 2023, RTL, GNL, and their affiliates entered into a Cooperation Agreement and Release (the “Blackwells/Related Agreement”) with Blackwells Capital LLC, Blackwells Onshore I LLC, Jason Aintabi, Related Fund Management, LLC, Jim Lozier, and Richard O’Toole (collectively the “Blackwells/Related Parties”).

Pursuant to the terms of the Blackwells/Related Agreement, at the REIT Merger Effective Time GNL issued to the Blackwells/Related Parties 1,600,000 shares of GNL Common Stock in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.03 of this Current Report on Form 8-K under the captions “Changes to Bylaws” and “Board Declassification” is incorporated herein by reference.

Appointment of Co-Chief Executive Officers

In connection with the consummation of the Transactions, at the REIT Merger Effective Time, Edward M. Weil, Jr., who has served as a member of our Board since 2017, was appointed as Co-Chief Executive Officer of GNL, joining James L. Nelson, who has served as our Chief Executive Officer prior to the Transactions and will continue with Mr. Weil as Co-Chief Executive Officer. The previously announced employment agreement we entered into with Mr. Weil become effective as of the Internalization Effective Time. Also as of the Internalization Effective Time, GNL assumed the Employment Agreement, dated July 10, 2017, between Advisor Parent and James L. Nelson, as amended on March 24, 2022.

The employment terms of each of Mr. Weil and Mr. Nelson were previously disclosed in the Signing Form 8-K. Mr. Weil’s employment agreement was attached as Exhibit 10.3 to the Signing Form 8-K and is incorporated by reference herein. Mr. Nelson’s employment agreement, as assumed by GNL, is attached to this Current Report on Form 8-K as Exhibit 10.11 and incorporated by reference herein.

GNL Board of Directors

At the REIT Merger Effective Time, the GNL board of directors increased the size of the board of directors by three directors and, at or immediately after the REIT Merger Effective Time, the GNL board of directors appointed (i) each of Lisa D. Kabnick to the GNL Board as a director and Stanley R. Perla to the GNL Board as a Class I director to serve until GNL’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualify, and (ii) Leslie D. Michelson to the GNL Board to serve as a Class II director until GNL’s 2025 annual meeting of stockholders and until his successor is duly elected and qualifies. Each of Ms. Kabnick, Mr. Perla, and Mr. Michelson were determined to be “independent directors” under Section 303A.02 of the NYSE Listed Company Manual and the “Director Independence” standards of the Company’s Corporate Governance Guidelines, as amended from time to time.

To facilitate the previously announced declassification of the GNL Board, each of James L. Nelson and Edward M. Weil (i) resigned from the GNL Board as Class III directors at the REIT Merger Effective Time, and (ii) were immediately reappointed to the GNL Board to fill the vacancies resulting from their resignations and to serve until GNL’s 2024 annual meeting of GNL stockholders and until their respective successors are duly elected and qualify.

Mr. Perla was appointed chair of the Audit Committee of the GNL Board, replacing Dr. M. Therese Antone in that role. The committee memberships of Ms. Kabnick and Mr. Michelson have not yet been determined. Set forth below are the biographies of our newly appointed members of the Board:

Lisa D. Kabnick

Age 68. Director of RTL since 2015.

Lisa D. Kabnick has served as an independent director of RTL since August 2015 and lead independent director since March 2018. Ms. Kabnick has also served as RTL’s nominating and corporate governance committee chair since April 2016. Ms. Kabnick has been a senior advisor for Troutman Pepper Hamilton Sanders LLP (f/k/a Pepper Hamilton, LLP) since September 2017. Ms. Kabnick previously served as a Senior Advisor at Reed Smith LLP (“Reed Smith”) from January 2015 until September 2017 and previously was a partner at Reed Smith from January 2003 until December 2014. Prior to joining Reed Smith, Ms. Kabnick was a practicing attorney with Pepper Hamilton, LLP, where she became a partner in 1988. During her tenure in both firms, Ms. Kabnick has held various leadership positions. Since April 2015, Ms. Kabnick has been a member of the board of directors of The Philadelphia Inquirer, PBC, the publisher of the Philadelphia Inquirer and Daily News and operator of philly.com, where she is vice chair of the board and chairs the audit/finance committee. From January 2017 until January 2020, Ms. Kabnick served as a member of the board of directors of CFG Community Bank and a member of the risk management and compensation committees. From August 2013 until October 2015, Ms. Kabnick served as a member of the board of directors of Vertisense, Inc. (formerly known as Alcohoot, Inc.). From 2006 through 2013, Ms. Kabnick was a member of the board of directors of the Kimmel Center, the performing arts center in Philadelphia, Pennsylvania. Since 2001, Ms. Kabnick has been a member of the board of directors of the Ongava Game Reserve, a 125 square mile game reserve in Namibia. Ms. Kabnick has also served on a number of community and non-profit boards, including as a Northeast Trustee for the Boys and Girls Clubs of America, United Way of Greater Philadelphia and Southern New Jersey Council, Pennsylvania Ballet, and on the Trustee’s Council of Penn Women for the University of Pennsylvania. Ms. Kabnick has been the recipient of numerous awards and honors relating to her professional career, including being recognized in Chambers USA, Best Lawyers in America, and Pennsylvania Super Lawyers, and has been honored by Real Philly magazine in 2005 as Trailblazer Honoree and Woman of Distinction.

Leslie D. Michelson

Age 72. Director of RTL since 2017.

Leslie D. Michelson joined the RTL Board in February 2017 at the completion of RTL’s merger with RCA. Mr. Michelson had served as an independent director of RCA since November 2015. In addition, Mr. Michelson has served as an independent director of Franklin BSP Franklin Lending Corporation since January 2011, including as lead independent director since 2016, Franklin BSP Capital Corporation including as lead independent director since March 2020, and Franklin BSP Private Credit Fund including as lead independent director since October 2022. Mr. Michelson has served as an independent director of Health Care Trust Inc. since December 2015 including as Non-Executive Chair since October 2016.

Mr. Michelson previously served as an independent director of BDCA II from August 2014 until its liquidation and dissolution in September 2016 and an independent trustee RCIFT, a family of mutual funds advised by an affiliate of Advisor Parent from April 2013 until its dissolution in January 2017.

From April 2007 until February 2020, Mr. Michelson has served as the chairman and chief executive officer of Private Health Management, Inc., a company which assists corporate employees and their dependents, families and individuals obtain the best healthcare. Since March 2020 Mr. Michelson has served as executive chair and a director of Private Health Management, Inc. Mr. Michelson has served as a member of the Board of Advisors for the UCLA Fielding School of Public Health since October 2013. He has served as founder and chief executive officer of Michelson on Medicine, LLC since January 2011. Earlier in his career, Mr. Michelson served as a founder, investor, director and executive officer of multiple public and private companies, including foundations, in the healthcare, technology, finance and real estate industries. Mr. Michelson received his B.A. from The Johns Hopkins University in 1973 and a J.D. from Yale Law School in 1976.

Stanley R. Perla

Age 80. Director of RTL since 2013.

Stanley R. Perla has served as an independent director of RTL since April 2013. Mr. Perla has served as RTL’s audit committee chair since March 2018. Mr. Perla has served as an independent director of Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) since January 2014 and GTJ REIT, Inc. since January 2013. He currently chairs the audit committee at both companies. Mr. Perla previously served as a member of the board of directors and the chair of the audit committee of Madison Harbor Balanced Strategies, Inc. until its liquidation in 2017, as a trustee of AREIF from May 2012 until its liquidation in August 2016 and as an independent director of Global II from August 2014 until December 2016. Mr. Perla, a licensed certified public accountant, was with the firm of Ernst & Young LLP (“Ernst & Young”) for 35 years, from September 1967 to June 2003, the last 25 of which he was a partner. Mr. Perla served as Ernst & Young’s national director of real estate accounting, as well as on Ernst & Young’s national accounting and auditing committee. From July 2003 to May 2008, he was the director of Internal Audit for Vornado Realty Trust and from June 2008 to May 2011, he was the managing partner of Cornerstone Accounting Group, a public accounting firm specializing in the real estate industry and a consultant to the same firm from June 2011 to March 2012. From May 2012 until December 2015, Mr. Perla provided consulting services to Friedman LLP, a public accounting firm. His area of expertise for the past 40 years has been real estate and he was also responsible for the auditing of public and private companies. He is an active member of the National Association of Real Estate Investment Trusts (NAREIT) and the National Association of Real Estate Companies. In addition, Mr. Perla has been a frequent speaker on real estate accounting issues at numerous real estate conferences. Mr. Perla earned an M.B.A. in Taxation and a B.B.A. in Accounting from Baruch College.

Indemnification Agreements

On September 12, 2023, GNL entered into indemnification agreements (the “Indemnification Agreements”) with each of Lisa D. Kabnick, Stanley R. Perla, and Leslie Michelson (each an “Indemnitee” and collectively, the “Indemnitees”), as new members of the GNL Board, substantially in the form of indemnification agreements previously entered into by GNL with each of its executive officers and directors, to require the Company to indemnify the Indemnitees to the maximum extent permitted by Maryland law from and against all judgments, penalties, fines and amounts paid in settlement and expenses actually and reasonably incurred by such Indemnitee that may result or arise in connection with such Indemnitee serving in his or her capacity as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. Each of the Indemnification Agreements further provides that, subject to the limitations set forth in the Indemnification Agreement, the Company will, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement of indemnification under the Indemnification Agreement, advance all reasonable expenses to the Indemnitee incurred by or on behalf of the Indemnitee in connection with any proceeding to which the Indemnitee is or is threatened to be made a party.

The above description of the Indemnification Agreements is a summary and is qualified in its entirety by the terms of the form of Indemnification Agreement, a copy of which is attached as Exhibit 10.12 hereto and incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended Bylaws

In connection with the REIT Merger, at the REIT Merger Effective Time, GNL amended its amended and restated bylaws (as so amended, the “Second Amended and Restated Bylaws”), to, among other things, remove the requirement that the GNL Board include two “managing directors” (which have previously been designated by the GNL Advisor).

The foregoing description is qualified in its entirety by the full text of the Second Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated by reference herein.

Board Declassification and Articles Supplementary

As previously disclosed in the Signing Form 8-K, in connection with the closing of the Transactions, GNL elected to no longer be subject to Section 3-803 of the Maryland General Corporation Law (the “MGCL”) and will prohibit itself from electing to be subject to Section 3-803 of the MGCL unless the repeal of such prohibition is approved by the stockholders of GNL by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors (the “Declassification Election”). As the terms of the directors in each class expire, the successors to the directors in that class will be elected without classification, so that by the 2025 annual meeting of GNL stockholders, there will be no more classified directors on the GNL Board. Thereafter, all of the directors of GNL will be elected to serve until the following annual meeting of GNL stockholders and until their respective successors are duly elected and qualify.

On September 12, 2023, GNL filed articles supplementary (the “Declassification Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) to implement the Declassification Election. A copy of the Declassification Articles Supplementary are attached hereto as Exhibit 3.2 and incorporated by reference herein.

Series D Preferred Stock and Series E Preferred Stock Articles Supplementary

In connection with the consummation of the REIT Merger, on September 8, 2023, GNL filed Articles Supplementary for each of the Series D Preferred Stock and the Series E Preferred Stock with the SDAT. The terms, preferences, privileges and restrictions of the Series D Preferred Stock and the Series E Preferred Stock are described in the Joint Proxy Statement/Prospectus under the captions “Description of GNL Shares – Preferred Stock - GNL Series D Preferred Stock” and “Description of GNL Shares – Preferred Stock -GNL Series E Preferred Stock,” respectively, which are incorporated by reference into this Item 5.03.

The foregoing description incorporated by reference into this Item 5.03 is qualified in its entirety by the full text of the Articles Supplementary setting for the terms of the Series D Preferred Stock and the Series E Preferred Stock, copies of which are attached hereto as Exhibit 3.3 and Exhibit 3.4, respectively, and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On September 12, 2023, the Company issued a press release announcing the closing of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release is deemed to have been furnished, and shall not be deemed to have been filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial statements of businesses or funds acquired.

The financial statements of RTL as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 included in RTL’s Annual Report on Form 10-K are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The unaudited financial statements of RTL as of and for the six months ended June 30, 2023 and the related notes included in RTL’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.

The combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global Net Lease Properties, LLC, and Necessity Retail Properties, LLC) for the years ended December 31, 2022 and 2021 are filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.

The unaudited combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global Net Lease Properties, LLC, and Necessity Retail Properties, LLC) as of June 30, 2023 and for the three and six months ended June 30, 2022 and 2023 are filed as Exhibit 99.5 to this Current Report on Form 8-K and incorporated by reference herein.

The combined statements of revenues and certain expenses of 81 properties from certain subsidiaries of CIM Real Estate Finance Trust, Inc. (the “CIM Portfolio”) for the year ended December 31, 2021 and the three months ended March 31, 2022 are filed as exhibit 99.6 to this Current Report on Form 8-K and incorporated by reference herein.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the combined company as of June 30, 2023, for the six months ended June 30, 2023 and for the year ended December 31, 2022 are filed as Exhibit 99.7 to this Current Report on Form 8-K and incorporated by reference herein.

(d)

Exhibits

Exhibit No.		Description
3.1		Second Amended and Restated Bylaws of Global Net Lease, Inc., effective September 12, 2023
3.2		Articles Supplementary of Global Net Lease, Inc., filed on September 12, 2023
3.3		Articles Supplementary for the Global Net Lease, Inc. 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, as filed September 8, 2023 with the State Department of Assessments and Taxation of Maryland (incorporated by reference to Exhibit 3.5 to the Form 8-A filed by Global Net Lease, Inc. on September 8, 2023)
3.4		Articles Supplementary for the Global Net Lease, Inc. 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, as filed September 8, 2023 with the State Department of Assessments and Taxation of Maryland (incorporated by reference to Exhibit 3.6 to the Form 8-A filed by Global Net Lease, Inc. on September 8, 2023)
4.1		Indenture, dated as of October 7, 2021, among The Necessity Retail REIT, Inc (f/k/a American Finance Trust, Inc.), The Necessity Retail REIT Operating Partnership, L.P.(f/k/a American Finance Operating Partnership, L.P.), the Guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2021)

4.2		RTL Supplemental Indenture dated September 12, 2023 by and among The Necessity Retail REIT, Inc, The Necessity Retail REIT Operating Partnership, L.P., Global Net Lease, Inc., the guarantors thereto and U.S. Bank Trust Company, National Association, as trustee
4.3		GNL Supplemental Indentures, dated September 12, 2023 by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., The Necessity Retail REIT, Inc, the guarantors thereto and U.S. Bank Trust Company, National Association, as trustee
4.4		Tenth Amendment, dated as of September 12, 2023, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015
10.1		GNL Credit Facility Amendment dated September 12, 2023, by and among Global Net Lease Operating Partnership, L.P., as borrower, Global Net Lease, Inc. and the other guarantors party thereto, KeyBank National Association, as agent, and the other lender parties thereto
10.2		Loan Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, as borrowers, and Column Financial, Inc., as lender (incorporated by reference to Exhibit 10.1 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597))
10.3		Limited Recourse Guaranty, dated as of July 24, 2020, in favor of Column Financial, Inc. (incorporated by reference to Exhibit 10.2 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597))
10.4		Environmental Indemnity Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, American Finance Operating Partnership, L.P. and Column Financial, Inc. (incorporated by reference to Exhibit 10.3 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597))
10.5		Loan Agreement dated as of December 8, 2017 among Societe Generale and UBS AG as Lenders and the borrowers thereto (incorporated by reference to Exhibit 10.19 to The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed on March 19, 2018 (File No. 001-38597))
10.6		Guaranty of Recourse Obligations dated as of December 8, 2017 in favor of Societe Generale and UBS AG (incorporated by reference to Exhibit 10.20 to The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed on March 19, 2018 (File No. 001-38597))
10.7		Loan Agreement, dated as of August 30, 2023, among the borrower entities party thereto, and Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank of Montreal, and KeyBank National Association (incorporated by reference to Exhibit 10.1 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on September 5, 2023 (File No. 001-38597))
10.8		Guaranty Agreement, dated as of September 12, 2023, in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank of Montreal, and KeyBank National Association
10.9		Environmental Indemnity Agreement, dated as of September 12, 2023, by Global Net Lease, Inc. and the borrower entities party thereto, for the benefit of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank of Montreal, and KeyBank National Association.

10.10		Registration Rights and Stockholders Agreement dated September 12, 2023, by and between Global Net Lease, Inc., AR Global Investments, LLC, Global Net Lease Special Limited Partnership, LLC, and Necessity Retail Space Limited Partner, LLC
10.11		Employment Agreement, dated July 10, 2017, between AR Global Investments, LLC and James L. Nelson, as amended by the Amendment to Employment Agreement dated March 24, 2022
10.12		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.40 to Global Net Lease, Inc.’s Annual Report on Form 10-K filed on February 28, 2020)
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Mazars LLP
23.3		Consent of Deloitte & Touche LLP
99.1		Press Release, dated September 12, 2023
99.2		The audited financial statements of The Necessity Retail REIT, Inc. as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 (incorporated by reference to page F-1 through page F-89 of The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023 (File No. 001-38597))
99.3		Unaudited financial statements of The Necessity Retail REIT, Inc. as of and for the six months ended June 30, 2023 and the related notes for the quarter ended June 30, 2023 (incorporated by reference to page 2 through page 40 of The Necessity Retail REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023 (File No. 001-38597))
99.4		The combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global Net Lease Properties, LLC, and Necessity Retail Properties, LLC) for the years ended December 31, 2022 and 2021 (incorporated by reference to pages F-1 through F-16 included in Global Net Lease, Inc.’s Registration Statement Form S-4/A filed with the SEC on July 17, 2023)
99.5		Unaudited combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global Net Lease Properties, LLC, and Necessity Retail Properties, LLC) as of June 30, 2023 and for the three and six months ended June 30, 2022 and 2023 (incorporated by reference to Exhibit 99.2 to Global Net Lease, Inc.’s Current Report on Form 8-K filed on August 9, 2023)
99.6		The Combined Statements of Revenues and Certain Expenses of CIM for the three months ended March 31, 2022 and for the year ended December 31, 2021 (incorporated by reference to Exhibit 99.1 of The Necessity Retail REIT, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 24, 2022 (File No. 001-38597))
99.7		Unaudited pro forma condensed combined financial statements of the GNL and RTL as of June 30, 2023, for the six months ended June 30, 2023 and for the year ended December 31, 2022 (incorporated by reference to Exhibit 99.1 to our Form 8-K filed on August 9, 2023)

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL NET LEASE, INC.

Date: September 12, 2023	By:	/s/ James L. Nelson
	Name:	James L. Nelson
	Title:	Co-Chief Executive Officer

Exhibit 3.1

GLOBAL NET LEASE, INC.

SECOND AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS.

(a)        General. Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b)        Stockholder-Requested Special Meetings.

(1)        Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2)        In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)        The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4)        In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder- Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90^th day after the Meeting Record Date or, if such 90^th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder- Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the 30^th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5)        If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)        The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)        For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close

Section 4. NOTICE. Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(4) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten (10) days prior to such date and otherwise in the manner set forth in this Section 4.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. Even if present, the individual holding the office named herein may delegate to another individual the power to act as chairman or secretary of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) recognizing speakers at the meeting and determining when and how long speakers and any individual speaker may address the meeting; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. The date, time and place of the meeting, as reconvened, shall be either (a) announced at the meeting or (b) provided at a future time through means announced at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, entitles the holder thereof to cast one (1) vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven (11) months after its date unless otherwise provided in the proxy.

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one (1) inspector acting at such meeting. If there is more than one (1) inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a)        Annual Meetings of Stockholders.

(1)        Nominations of individuals for election to the Board of Directors and proposals of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2)        For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information and representations required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150^th day nor later than 5:00 p.m., Eastern Time, on the 120^thday prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(4) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The postponement or adjournment of an annual meeting (or the public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(3)        Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii) as to any other business that the stockholder proposes to bring before the meeting, (A) a description of such business (including the text of any proposal), the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom and (B) any other information relating to such business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange Act;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six (6) months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent annual report to security holders of the Corporation (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and

(D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal;

(vi) to the extent known by the stockholder giving the notice, the name and address of any other person supporting the nominee for election or reelection as a director or the proposal of other business;

(vii) if the stockholder is proposing one or more Proposed Nominees, a representation that such stockholder, any Proposed Nominee or any Stockholder Associated Person intends or is part of a group which intends to solicit the holders of shares of stock of the Corporation representing at least 67% of the voting power of shares of stock entitled to vote on the election of directors in support of each Proposed Nominee in accordance with Rule 14a-19 of the Exchange Act; and

(viii) all other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(4)        Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by:

(i) a written representation executed by the Proposed Nominee

(A) that such Proposed Nominee (I) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, (II) consents to be named in a proxy statement as a nominee, (III) consents to serve as a director of the Corporation if elected (IV) will notify the Corporation simultaneously with the notification to any stockholder of the Proposed Nominee’s actual or potential unwillingness or inability to serve as a director and (V) does not need any permission or consent from any third party (including any employer or any other board or governing body on which such Proposed Nominee serves) to serve as a director of the Corporation, if elected, that has not been obtained,

(B) attaching copies of any and all requisite permissions or consents and

(C) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded) and

(ii) a written representation executed by the stockholder that such stockholder will:

(A) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in support of any Proposed Nominee,

(B) notify the Corporation as promptly as practicable of any determination by the stockholder to no longer solicit proxies for the election of any Proposed Nominee as a director at the annual meeting,

(C) furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of this Section 11 have been satisfied or of evaluating any nomination or other business described in the stockholder’s notice and

(D) appear in person or by proxy at the meeting to present each Proposed Nominee or to bring such business before the meeting, as applicable, and acknowledging that if the stockholder does not so appear in person or by proxy at the meeting to present each Proposed Nominee or bring such business before the meeting, as applicable, the Corporation need not bring such Proposed Nominee or such business for a vote at such meeting and any proxies or votes cast in favor of the election of any Proposed Nominee or any proposal related to such other business need not be counted or considered.

(5)        Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(4) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by clause (iii) of paragraph (a)(1) of this Section 11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6)        For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder or another Stockholder Associated Person or who is otherwise a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. No stockholder may make a proposal of other business to be considered at a special meeting or, except as contemplated by and in accordance with the next two sentences of this Section 11(b), nominate an individual for election to the Board of Directors at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement of adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information and representations required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The postponement or adjournment of a special meeting (or a public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(1)        If any information or representation submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders, including any information or representation from a Proposed Nominee, shall be inaccurate in any material respect, such information or representation may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two (2) Business Days of becoming aware of such inaccuracy or change) in any such information or representation. Upon written request by the secretary or the Board of Directors, any stockholder or Proposed Nominee shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting and, if applicable, satisfy the requirements of Rule 14a-19(a)(3) under the Exchange Act) submitted by the stockholder pursuant to this Section 11 as of an earlier date and (C) an updated representation by each Proposed Nominee that such individual will serve as a director of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, update or representation within such period, the information as to which such written verification, update or representation was requested may be deemed not to have been provided in accordance with this Section 11.

(2)        Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. A stockholder proposing a Proposed Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceeds the number of directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement is nominated in accordance with this Section 11 (including the timely provision of all information and representations with respect to such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this Section 11). If the Corporation provides notice to a stockholder that the number of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide written notice to the Corporation within five Business Days stating the names of the Proposed Nominees that have been withdrawn so that the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with this Section 11 becomes unwilling or unable to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3)        Notwithstanding the foregoing provisions of this Section 11, the Corporation shall disregard any proxy authority granted in favor of, or votes for, director nominees other than the Corporation’s nominees if the stockholder or Stockholder Associated Person (each, a “Soliciting Stockholder”) soliciting proxies in support of such director nominees abandons the solicitation or does not (i) comply with Rule 14a-19 promulgated under the Exchange Act, including any failure by the Soliciting Stockholder to (A) provide the Corporation with any notices required thereunder in a timely manner or (B) comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, or (ii) timely provide evidence in accordance with the following sentence that is sufficient, in the discretion of the Board of Directors, to demonstrate that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. Upon request by the Corporation, such Soliciting Stockholder shall deliver to the Corporation, no later than five Business Days prior to the applicable meeting of stockholders, evidence that is sufficient, in the discretion of the Board of Directors, to demonstrate that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(4)        For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the United States Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure in (i) a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) a document publicly filed by the Corporation with the United States Securities and Exchange Commission pursuant to the Exchange Act.

(5)        Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the United States Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by, or routine solicitation contacts made by or on behalf of, the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of a definitive proxy statement on Schedule 14A by such stockholder or Stockholder Associated Person.

(6)        Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE, QUALIFICATION AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than fifteen (15), and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty-four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. RATIFICATION. The Board of Directors or the stockholders may ratify any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter, and if so ratified, such action or inaction shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15. CERTAIN RIGHTS OF DIRECTORS. A director who is not also an officer of the Corporation shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 16. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one (1) or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two (2) members of any committee (if there are at least two (2) members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. Each committee shall keep minutes of its proceedings.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two (2) or more offices, except president and vice president, may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7. CHAIRMAN OF THE BOARD. The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one (1) or more vice presidents as executive vice president, senior vice president or vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 11. TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by an authorized person.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors authorize the issuance of units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The fiscal year of the Corporation shall end on December 31^st of each calendar year, unless otherwise determined by the Board of Directors by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, other than actions arising under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation or (ii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (c) any other action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

ARTICLE XV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

Exhibit 3.2

GLOBAL NET LEASE, INC.

ARTICLES SUPPLEMENTARY

Global Net Lease, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Pursuant to Section 3-802(b)(3) of the Maryland General Corporation Law (the “MGCL”), the Company, by a resolution of its Board of Directors (the “Board”) duly adopted at a meeting duly called and held, elected to no longer be subject to Section 3-803 of the MGCL.

SECOND: The Company’s election to no longer be subject to Section 3-803 of the MGCL has been approved by the Board in the manner and by the vote required by law.

THIRD: Under a power contained in Section 3-802(c) of the MGCL, the Company, by resolution of the Board (the “Resolution”), prohibited the Company from electing to be subject to Section 3-803 of the MGCL as provided herein. The Resolution provides that the Company is prohibited from electing to be subject to the provisions of 3-803 of the MGCL and that the foregoing prohibition may be repealed, in whole or in part, only if such repeal is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.

FOURTH: The election to prohibit the Company from becoming subject to Section 3-803 of the MGCL without the stockholder approval referenced above has been approved by the Board in the manner and by the vote required by law.

FIFTH: These Articles Supplementary shall become effective at 9:01 a.m. ET on September 12, 2023.

SIXTH: The undersigned officer acknowledges these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested by its Chief Financial Officer on this 11th day of September, 2023.

ATTEST:		GLOBAL NET LEASE, INC.


/s/ Christopher Masterson		By:	/s/ James Nelson		(SEAL)
Name:	Christopher Masterson		Name:	James Nelson
Title:	Chief Financial Officer		Title:	Chief Executive Officer

Exhibit 4.2

EIGHTH SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE

This Eighth Supplemental Indenture and Subsidiary Guarantee, dated as of September 12, 2023 (this “Eighth Supplemental Indenture” or “Subsidiary Guarantee”), among the entities listed on Schedule I hereto (collectively, the “New Guarantors”), Osmosis Sub I, LLC, as successor in interest to The Necessity Retail REIT, Inc. f/k/a American Finance Trust, Inc. (“Sub I”) and The Necessity Retail REIT Operating Partnership, L.P. f/k/a American Finance Operating Partnership, L.P. (“RTL OP,” and together with Sub I and their successors and assigns, the “RTL Issuers”), U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as Trustee, paying agent and registrar under the RTL Indenture (as defined below) (the “Trustee”), and Global Net Lease, Inc. and Global Net Lease Operating Partnership, L.P. (together with their successors and assigns, the “GNL Issuers”).

W I T N E S S E T H:

WHEREAS, the RTL Issuers, each other then-existing Subsidiary Guarantor under the RTL Indenture referred to below (the “Subsidiary Guarantors”), and the Trustee have heretofore executed and delivered an Indenture, dated as of October 7, 2021 (as supplemented by that certain Supplemental Indenture and Subsidiary Guarantee, dated as of January 27, 2022, Second Supplemental Indenture and Subsidiary Guarantee, dated as of March 31, 2022, Third Supplemental Indenture and Subsidiary Guarantee, dated as of May 20, 2022, Fourth Supplemental Indenture and Subsidiary Guarantee, dated as of November 8, 2022, Fifth Supplemental Indenture and Subsidiary Guarantee, dated as of April 13, 2023, Sixth Supplemental Indenture and Subsidiary Guarantee, dated as of June 7, 2023, and Seventh Supplemental Indenture and Subsidiary Guarantee, dated as of July 7, 2023, and as may be further amended, supplemented, waived or otherwise modified, the “RTL Indenture”), providing for the issuance of an unlimited aggregate principal amount of 4.500% Senior Notes due 2028 of the RTL Issuers (the “RTL Notes”);

WHEREAS, Section 4.15 of the RTL Indenture provides that in certain circumstances the RTL Issuers may be required to cause certain Restricted Subsidiaries of the RTL Issuers to execute and deliver a Guarantee with respect to the RTL Notes on the same terms and conditions as those set forth in the RTL Indenture.

WHEREAS, Section 5.1 of the RTL Indenture provides that the RTL Issuers may merge with or into any Person (as defined in the RTL Indenture) or permit any Person to merge with or into them so long as, among other things, (i) the RTL Issuers are the continuing Persons or (ii) if the RTL Issuers are not the continuing Persons, (a) such continuing Person is a corporation, limited liability company, partnership (including a limited partnership) or trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the RTL Issuers with respect to the RTL Notes and under the RTL Indenture and (b) the RTL Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such merger and such supplemental indenture comply with the covenants set forth in Section 5.1 of the RTL Indenture and that all conditions precedent provided for therein relating to such transaction have been complied with and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Person into which the RTL Issuers are merged.

WHEREAS, the RTL Issuers are consummating a merger with and into the GNL Issuers through Sub I in accordance with Section 5.1 of the RTL Indenture (the “Merger”), and in connection therewith the GNL Issuers are expressly jointly assuming, by this Eighth Supplemental Indenture, all of the obligations of the RTL Issuers with respect to the RTL Notes and under the RTL Indenture.

WHEREAS, pursuant to Section 9.1 of the RTL Indenture, the Trustee and the RTL Issuers and the additional Subsidiary Guarantors are authorized to execute and deliver this Eighth Supplemental Indenture to amend the RTL Indenture, without the consent of any Holder, to effect the foregoing.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the RTL Issuers, the Trustee and the GNL Issuers mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I
Definitions

SECTION 1.1 Defined Terms. As used in this Eighth Supplemental Indenture, capitalized terms not defined herein are defined in the RTL Indenture or in the preamble or recitals thereto and are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Eighth Supplemental Indenture refer to this Eighth Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II
Agreement to be Bound; Guarantee; Specific Limitations on Note Guarantees; Assumption of RTL Indenture

SECTION 2.1 Agreement to be Bound. The New Guarantors hereby become party to the RTL Indenture as Subsidiary Guarantors and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the RTL Indenture and Note Guarantee. The New Guarantors agree to be bound by all of the provisions of the RTL Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the RTL Indenture, subject to the release provisions and other limitations set forth in the RTL Indenture or as may be set forth herein.

SECTION 2.2 Specific Limitations on Note Guarantees

(a) Specific Limitations of Note Guarantees of the Italian Guarantors (as defined below).

(1) Notwithstanding anything to the contrary contained in the RTL Indenture or herein, the liabilities of any Subsidiary Guarantor incorporated under the laws of the Republic of Italy (each an “Italian Guarantor”) under its Note Guarantee shall not exceed, at any time, the lower of:

(i) the debt exposure of that Italian Guarantor under all inter-company loans or other financial support in any form (including without limitation equity or quasi-equity contributions or subscriptions) advanced (or granted) to such Italian Guarantor by the RTL Issuers or any other member of the group of the RTL Issuers and that Italian Guarantor on the date on which its Note Guarantee is called, provided that, where such debt exposure has arisen under cash pooling arrangements, such exposure shall be calculated net of the amounts which have been lent by that Italian Guarantor to the cash pooler in the relevant period; or

(ii) an amount equal to ninety percent (90%) of the net worth (“Patrimonio Netto” as defined in section 2424 of the Italian Civil Code) of that Italian Guarantor resulting from time to time from its latest annual financial statements duly approved by its shareholder or quotaholders (as appropriate) or, if earlier, from any interim financial statement (“situazione patrimoniale”) approved by its board of directors or sole director, as the case may be.

(2) For the purposes of article 1938 of the Italian Civil Code, in any event and without prejudice to paragraph (a) above, the maximum amount that Italian Guarantor may be required to pay in respect of its obligations as Subsidiary Guarantor under its Note Guarantee shall not exceed $750,000,000.

(3) The Italian Guarantors shall not pay any amount, which exceeds the maximum rate permitted by Italian law 7 March, 1996 No. 108 (“Disposizioni in materia di usura”) as amended and/or implemented from time to time, and related implementing regulations, it being understood that in such a case the amount owed to any present or future Holder of the RTL Notes or other creditors of the RTL Issuers under the RTL Notes or the RTL Indenture for interest (including default interest) payable by an RTL Issuer or any of the Subsidiary Guarantors under any such document along with any fee or cost or other payments shall be equal, for the shortest possible period, to that amount calculated at the maximum rate permitted to be payable under the above mentioned law provisions and related implementing regulations.

(4) For the avoidance of doubt, any payment made by an Italian Guarantor under any guaranty issued in connection with the Credit Agreement or any other debt or financing agreement for the benefit of the RTL Issuers or any other Subsidiary Guarantor shall automatically reduce pro tanto the amount payable by that Italian Guarantor (or recoverable by each Guaranteed Party) under its Note Guarantee.

(5) Italian Principles of Construction. Without prejudice to the generality of any provision of the Note Guarantees, the RTL Notes or the RTL Indenture which relates to an Italian Guarantor:

(i) a “liquidation”, “winding-up”, “administration” or “dissolution” includes, without limitation, any scioglimento, liquidazione and any other proceedings or legal concepts similar to the foregoing;

(ii) an “insolvency” or “bankruptcy” and “insolvency proceeding” includes, without limitation, any procedura concorsuale (including, amongst others, composizione negoziata, concordato con riserva, concordato preventivo, concordato semplificato), any accordo per la soluzione della crisi con i creditori (including, amongst others, any concordato nella liquidazione giudiziale), any debt restructuring proceedings pursuant to articles 23 and 56 of the Italian Legislative Decree no. 14 of 12 January 2019, as amended and supplemented from time to time (the “Italian Business Crisis and Insolvency Code”) or pursuant to articles 62, 23, 57, 60, 61, and 64-bis of the Italian Business Crisis and Insolvency Code, any liquidazione coatta amministrativa, any amministrazione straordinaria and any other proceedings or legal concepts similar to the foregoing, including any equivalent proceeding provided by the Italian Business Crisis and Insolvency Code;

(iii) a “liquidator”, “trustee in bankruptcy”, “judicial custodian”, “compulsory manager”, “examiner”, “receiver”, “administrative receiver”, “administrator” or “insolvency administrator” or the like includes, without limitation, a curatore, commissario giudiziale, commissario straordinario, commissario, liquidatore, esperto nella composizione negoziata and any other person performing the same function of each of the foregoing;

(iv) a “step” or “procedure” taken in connection with insolvency proceedings in respect of any person includes such person formally making a proposal to assign its assets pursuant to article 1977 of the Italian Civil Code (cessione dei beni ai creditori) or applying for the appointment of an esperto nella composizione negoziata pursuant to article 17 of the Italian Business Crisis and Insolvency Code filing a petition or a pre-petition (domanda prenotativa) for a concordato preventivo pursuant to article 44 of the Italian Business Crisis and Insolvency Code or entering into restructuring arrangements (accordi di ristrutturazione) pursuant to article 57 of the Italian Business Crisis and Insolvency Code or entering into any arrangement pursuant to article 165 ff. of the Italian Business Crisis and Insolvency Code and any equivalent proceeding provided by the Italian Business Crisis and Insolvency Code;

(v) an “attachment” includes a pignoramento;

(vi) “an obligation being due” includes, without limitation, any credito liquido ed esigibile and credito scaduto;

(vii) a “security” or “lien” includes, without limitation, any pegno, ipoteca, privilegio (including the privilegio speciale created pursuant to article 46 of the Italian Banking Law, as amended from time to time), cessione in garanzia, a finanziamento alle imprese garantito da trasferimento di bene immobile sospensivamente condizionato, and any other diritto reale di garanzia or other transactions having the same effect as each of the foregoing;

(viii) “gross negligence” includes “colpa grave”;

(ix) “wilful misconduct” includes “dolo”; and

(x) any reference to “set-off” includes, without limitation, for the purposes of Italian law, legal set-off.

(b) Specific Limitations of Note Guarantees of the Luxembourg Guarantors (as defined below).

(1) Without prejudice to the Guaranty under the Loan Documents (as defined in the Credit Agreement) and notwithstanding anything to the contrary contained in the RTL Indenture or herein or any related document, the obligations of each Subsidiary Guarantor incorporated in the Grand Duchy of Luxembourg (a “Luxembourg Guarantor”) under this Note Guarantee shall at no time, in the aggregate, exceed an amount equal to the greater of:

(i) 95% of such Luxembourg Guarantor’s capitaux propres (as referred to in Annex I to the Grand-Ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”)) determined as of the date on which a demand is made under this Note Guarantee, increased by the amount of any Intra-Group Liabilities (as defined below) and other subordinated debt (dettes subordonnées) (without duplication); and

(ii) 95% of such Luxembourg Guarantor’s capitaux propres (as referred to in the Regulation) determined as at the date of this Note Guarantee, increased by the amount of any Intra-Group Liabilities and other subordinated debt (dettes subordonnées) (without duplication).

(2) For the purposes of this paragraph (b) of Section 2.2, “Intra-Group Liabilities” shall mean any amounts owed by such Luxembourg Guarantor to any other member of the group of companies to which it belongs and that have not been financed (directly or indirectly) by the proceeds from the issuance and sale of the RTL Notes. In addition, the above limitation shall not apply to any amounts borrowed directly or indirectly by or made available by whatever means to such Luxembourg Guarantor or any of its direct or indirect Subsidiaries from the proceeds of the issuance and sale of the RTL Notes (including for the avoidance of doubt any proceeds on-lent to such Luxembourg Guarantor or any of its direct or indirect Subsidiaries (in any form whatsoever)).

(3) The obligations and liabilities of any Luxembourg Guarantor under this Note Guarantee will not extend to include any obligation which, if incurred, would constitute a misuse of corporate assets (abus de biens sociaux) as defined at article 1500-11 of the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time.

(4) Luxembourg Principles of Construction. Without prejudice to the generality of any provision of the Note Guarantees, the RTL Notes or the RTL Indenture which relates to a Luxembourg Guarantor:

(i)

a “liquidation”, “winding-up”, “administration” or “dissolution” includes, without limitation, (faillite), insolvency, voluntary dissolution or liquidation (dissolution ou liquidation volontaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), court ordered liquidation (liquidation judiciaire) or reorganization, composition with creditors (concordat préventif de la faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

(ii)

a “liquidator”, “trustee in bankruptcy”, “judicial custodian”, “compulsory manager”, “examiner”, “receiver”, “administrative receiver”, “administrator” or “insolvency administrator” or the like includes, without limitation, a:

(a)

juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg commercial code;

(b)

liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies' Act”);

(c)

liquidateur appointed under Article 1200-1 of the Luxembourg Companies' Act;

(d)

commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 (inclusive) of the Luxembourg commercial code; and

(e)

juge délégué appointed under the Luxembourg act of 14 April 1886 on the composition with creditors to avoid bankruptcy, as amended;

(iii)

“an obligation being due” includes, without limitation, without limitation, any exigible, certaine and liquide obligation;

(iv)

a director, officer or manager includes a gérant or an administrateur and a board of directors or board of managers includes a conseil d'administration or a collège de gérance;

(v)

a “security” or “lien” includes, without limitation, any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(vi)

person being "unable to pay its debts" includes that person being in a state of cessation of payments (cessation de paiements);

(vii)

an "agent" includes, without limitation, a "mandataire"; and

(viii)

"by-laws" or "constitutional documents" includes its up-to-date (restated) articles of association (statuts coordonnés).

(1) Notwithstanding anything to the contrary contained in the RTL Indenture or herein, the liabilities of any Subsidiary Guarantor incorporated under the laws of the Island of Guernsey (each a “Guernsey Subsidiary Guarantor”) under its Note Guarantee shall not render the Guernsey Subsidiary Guarantor unable to satisfy the solvency test for the purposes of the Companies (Guernsey) Law 2008 (the “Guernsey Companies Law”) nor exceed, at any time, the value of its assets nor render the Guernsey Subsidiary Guarantor unable to pay its debts as they become due or generally nor constitute a preference, all for the purposes of the Guernsey Companies Law;

(2) For the avoidance of doubt, any payment made by a Guernsey Subsidiary Guarantor under any guaranty issued in connection with the Credit Agreement or any other debt or financing agreement for the benefit of the RTL Issuers or any other Subsidiary Guarantor shall automatically reduce pro tanto the amount payable by that Guernsey Subsidiary Guarantor (or recoverable by each Guaranteed Party) under its Note Guarantee.

(d) Specific Limitations of Note Guarantees of the French Guarantors (as defined below).

(1) Notwithstanding anything to the contrary contained in the RTL Indenture or herein or any related document, the obligations and liabilities of any Subsidiary Guarantor incorporated under the laws of the Republic of France (each a “French Guarantor”) under this Subsidiary Guarantee shall be limited, to an amount equal to the aggregate of all amounts directly or indirectly borrowed under the RTL Notes to the extent directly or indirectly on-lent to such French Guarantor or any of its direct or indirect Subsidiaries under intercompany loan agreements or promissory notes. Notwithstanding the foregoing, the obligations and liabilities of any French Guarantor under this Subsidiary Guarantee for the obligations under the RTL Notes of any other French Guarantor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such Subsidiary acting as a French Guarantor.

(2) Notwithstanding anything to the contrary contained in the RTL Indenture or herein, the obligations and liabilities of each French Guarantor under this Subsidiary Guarantee or the RTL Indenture shall at no time, in the aggregate, exceed an amount equal to the greater of:

(i) 95% of such French Guarantor’s capitaux propres (as referred to in regulation 2018-06 of the French accounting norms authority (Autorité des Normes Comptables) dated 5 December 2018 (the “Regulation”)) determined as of the date on which a demand is made under this Subsidiary Guarantee, increased by the amount of any Intra-Group Liabilities (as defined below) and other subordinated debt (dettes subordonnées) (without duplication); and

(ii) 95% of such French Guarantor’s capitaux propres (as referred to in the Regulation) determined as of the date of this Subsidiary Guarantee, increased by the amount of any Intra-Group Liabilities and other subordinated debt (dettes subordonnées) (without duplication).

(3)          For the purposes of this paragraph (d) of Section 2.2, “Intra-Group Liabilities” shall mean any amounts owed by such French Guarantor to any other member of the group of companies to which it belongs and that have not been financed (directly or indirectly) by a borrowing under the RTL Notes. In addition, the above limitation shall not apply to (i) any amounts borrowed directly or indirectly by or made available by whatever means to such French Guarantor or any of its direct or indirect Subsidiaries under the RTL Notes and (ii) any amounts borrowed under the RTL Notes and on-lent to such French Guarantor or any of its direct or indirect Subsidiaries (in any form whatsoever).

(4)          The obligations and liabilities of any French Guarantor under this Subsidiary Guarantee or any of the other related documents will not extend to include any obligation which, if incurred, would constitute a misuse of corporate assets (abus de biens sociaux) as defined at article L. 241.3 of the French Code de Commerce, as amended from time to time or any other law or regulation having the same effect, as interpreted by French courts (in particular would not constitute an abus de confiance as defined under article 314-1 of the French Criminal Code).

SECTION 2.3 Assumption of Obligations With Respect to the RTL Notes and Under the RTL Indenture. The GNL Issuers hereby expressly jointly assume, by this Eighth Supplemental Indenture, all of the obligations of the RTL Issuers with respect to the RTL Notes and under the RTL Indenture.

ARTICLE III
Miscellaneous

SECTION 3.1 Governing Law. This Eighth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.2 Severability Clause. In case any provision in this Eighth Supplemental Indenture 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.3 Ratification of RTL Indenture; Eighth Supplemental Indenture Part of RTL Indenture; No Liability of Trustee. Except as expressly amended hereby, the RTL Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Eighth Supplemental Indenture shall form a part of the RTL Indenture for all purposes, and every Holder of an RTL Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Eighth Supplemental Indenture or the Subsidiary Guarantee of the New Guarantors. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the RTL Issuers, the New Guarantors and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters.

SECTION 3.4 Counterparts. This Eighth Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Eighth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eighth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.5 Headings. The headings of the Articles and the sections in this Eighth Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the date first above written.

OSMOSIS SUB I, LLC,

	By: Global Net Lease, Inc., its sole member

	By:	/s/ Christopher J. Masterson
		Name:	Christopher J. Masterson
		Title:	Chief Financial Officer

THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P.

	By: GNL Retail GP, LLC, its general partner

		By: Global Net Lease Operating Partnership, L.P., its sole member

			By: Global Net Lease Inc., its general partner


			By:	/s/ Christopher J. Masterson
				Name:	Christopher J. Masterson
				Title:	Chief Financial Officer

GNL RETAIL GP, LLC,
as a Guarantor

	By: Global Net Lease Operating Partnership, L.P., its sole member

		By: Global Net Lease Inc., its general partner


	By:	/s/ Christopher J. Masterson
		Name:	Christopher J. Masterson
		Title:	Chief Financial Officer