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EXHIBIT 3.3

THE NECESSITY RETAIL REIT, INC.

FIFTH 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 90th day after the Meeting Record Date or, if such 90th 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 30th 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 from time to time 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)(3) 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, within each rank, in their order of 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 all assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment or appointed individuals, 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. 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 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) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) 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; (f) maintaining order and security at the meeting; (g) 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; (h) 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 announced at the meeting; and (i) 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 any 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. 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 convened.

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 entitles the holder thereof to vote 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 of stock, 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 applicable 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.

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 appropriate. On receipt by the secretary of 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 the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (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 required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) 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, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th 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 public announcement of a postponement or adjournment of an annual meeting shall not commence a new 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 description of such business, 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;

(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 business 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; and

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

(4)Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) that such Proposed Nominee (a) 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 and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request by 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, 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).

(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)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) 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, (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. 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 or 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 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 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th 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 and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)General.

(1)If information 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 shall be inaccurate in any material respect, such information 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. Upon written request by the secretary or the Board of Directors, any such stockholder 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, and (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) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update 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. 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)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 (i) in 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) in a document publicly filed by the Corporation with the United States Securities and Exchange Commission pursuant to the Exchange Act.

(4)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 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 the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

(5)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 the Board of Directors.

Section 2. NUMBER, TENURE 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 the 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 specified 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 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 AND OFFICERS. 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 appropriate. 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, keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, 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 or any officer of the Corporation, 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 difference 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 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 or an officer of the Corporation 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 or an officer of the Corporation 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 record 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 or 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 may authorize the issuance of units consisting of different securities of the Corporation.

ARTICLE VIII
ACCOUNTING YEAR

The fiscal year of the Corporation shall end on December 31st 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 dividend or other distribution, 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 sole 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, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, 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 of a director or officer to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of such 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.

Document

EXHIBIT 4.14

DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

The following is a description of securities of The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021 and certain provisions of the Maryland General Corporation Law (the “MGCL”), our charter and our bylaws. The description is a summary, does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law and to our charter (including any applicable articles supplementary classifying a class or series of preferred stock) and bylaws, copies of which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and are incorporated by reference herein.

As used herein, the terms “Company,” “we,” “our” and “us” refer to The Necessity Retail REIT, Inc., a Maryland corporation.

General

Our charter authorizes us to issue a total of 350,000,000 shares of capital stock, consisting of 300,000,000 shares of Class A common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2021, we had the following stock issued and outstanding: (i) 123,783,060 shares of Class A common stock, (ii) 7,933,711 shares of 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), and (iii) 4,594,498 shares of 7.50% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”). No shares of Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of the Company are issued and outstanding.

Our board of directors, with the approval of a majority of the entire board of directors and without any action taken by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of our authorized shares of stock or the number of shares of stock of any class or series that we have authority to issue. Under Maryland law, stockholders are not generally liable for our debts or obligations solely as a result of their status as stockholders.

The transfer agent and registrar for our Class A common stock, Series A Preferred Stock and Series C Preferred Stock is Computershare Trust Company, N.A., which also serves as the rights agent for the rights to purchase from the Company one one-thousandth of a share of Series B Preferred Stock that are attached to all shares of our Class A common stock (the “Rights”).

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “RTL,” our Series A Preferred Stock is listed on the Nasdaq under the symbol “RTLPP,” and our Series C Preferred Stock is listed on the Nasdaq under the symbol “RTLPO.” The Rights have been approved for listing on Nasdaq.

Common Stock

Subject to the preferential rights, if any, of holders of any other class or series of our stock and to the provisions of our charter relating to the restrictions on ownership and transfer of our stock, the holders of our Class A common stock:

•have the right to receive ratably any distributions from funds legally available therefor, when, as and if authorized by our board of directors and declared by us; and

•are entitled to share ratably in all of our assets available for distribution to holders of our Class A common stock upon liquidation, dissolution or winding up of our affairs.

Upon issuance for full payment therefor, all common stock issued by us will be fully paid and non-assessable. There are no redemption, sinking fund, conversion or preemptive rights with respect to the shares of our Class A common stock. Holders of our Class A common stock generally will have no appraisal rights.

Subject to the provisions of our charter relating to the restrictions on ownership and transfer of our stock and except as may otherwise be provided in the charter, holders of our Class A common stock are entitled to one

vote per share on all matters on which holders of our Class A common stock are entitled to vote at all meetings of our stockholders. The holders of our Class A common stock do not have cumulative voting rights.

Holders of shares of our Class A common stock are entitled to vote for the election of directors.

Preferred Stock

General

Under our charter, our board of directors, without stockholder approval, is authorized to provide for the issuance of shares of preferred stock in one or more classes or series, to establish the number of shares in each class or series and to fix the terms thereof. Our board of directors could authorize the issuance of additional shares of preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transaction that holders of Class A common stock might believe to be in their best interests or in which holders of some, or a majority, of the shares of Class A common stock might receive a premium for their shares over the then market price of such shares of Class A common stock.

Some of the rights, preferences, privileges and restrictions of the shares of preferred stock of a class or series may include the following:

•distribution rights;

•conversion rights;

•voting rights;

•redemption rights and terms of redemptions; and

•liquidation preferences.

Series A Preferred Stock

As of December 31, 2021, 12,796,000 shares of preferred stock were classified and designated as Series A Preferred Stock pursuant to our charter.

Ranking

The Series A Preferred Stock ranks, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding-up:

•senior to our Class A common stock and Series B Preferred Stock and to all other equity securities ranking junior to the Series A Preferred Stock;

•on parity with the Series C Preferred Stock and all other equity securities ranking on parity with the Series A Preferred Stock; and

•junior to any class or series of equity securities ranking senior to the Series A Preferred Stock.

The authorization or issuance of equity securities ranking senior to the Series A Preferred Stock would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and of any other similarly-affected classes and series of preferred stock ranking on parity with the Series A Preferred Stock and upon which like voting rights have been conferred and are exercisable, including the Series C Preferred Stock. Any convertible debt securities that we may issue will not be considered to be “equity securities” for these purposes prior to the time of conversion. The Series A Preferred Stock ranks junior to all our existing and future indebtedness. The terms of the Series A Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that rank junior to or on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up.

Dividends

Holders of Series A Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of $1.8750 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends are payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day, for each quarterly period commencing on and including the 1st day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding dividend period to all holders of record on the applicable record date, when and as authorized by our board of directors and declared by us. Holders of record of all shares of Series A Preferred Stock issued and outstanding on the record date fixed by our board of directors for any dividend will be entitled to receive the full dividend paid on the applicable dividend payment date even if such shares were not issued and outstanding for the full dividend period.

Any dividend, including any dividend payable on the Series A Preferred Stock for any partial dividend period, is computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of Series A Preferred Stock as they appear in the transfer agent’s records at the close of business on the applicable record date, which will be the date that our board of directors sets as the record date for the payment of a dividend that is not more than 30 nor fewer than 10 days prior to the applicable dividend payment date.

Our board of directors will not authorize, and we will not pay or declare and set apart for payment, any dividend on the Series A Preferred Stock at any time that:

•the terms and conditions of any of our agreements, including our credit facility or any other agreement relating to our indebtedness, prohibit the authorization, payment or setting apart for payment;

•the terms and conditions of any of our agreements, including our credit facility or any other agreement relating to our indebtedness, provide that the authorization, payment or setting apart for payment would constitute a breach of, or a default under, the agreement; or

•the law restricts or prohibits the authorization, payment or setting apart for payment.

Notwithstanding the foregoing, dividends on the Series A Preferred Stock accrue whether or not the dividends are authorized by our board of directors and declared by us.

Accrued and unpaid dividends on the Series A Preferred Stock do not bear interest.

We will not pay or declare and set apart for payment any dividends (other than a dividend paid in Class A common stock or other stock ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up) or declare or make any distribution of cash or other property on Class A common stock, Series B Preferred Stock or other stock that ranks junior to or on parity with the Series A Preferred Stock or otherwise acquire Class A common stock, Series B Preferred Stock or other stock that ranks junior to or on parity with the Series A Preferred Stock (except (i) by conversion into or exchange for Class A common stock, Series B Preferred Stock or other stock ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) for the redemption of shares of our stock pursuant to the provisions of our charter relating to the restrictions upon ownership and transfer of our equity securities and (iii) for a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock and any other stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up), unless we also have either paid or declared and set apart for payment full cumulative dividends on the Series A Preferred Stock for all past dividend periods.

Notwithstanding the foregoing, if we do not either pay or declare and set apart for payment full cumulative dividends on the Series A Preferred Stock and all stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividends, the amount which we have declared will be allocated pro rata to the holders of Series A Preferred Stock and to each equally ranked class or series of stock, including the Series C Preferred Stock, so that the amount declared for each share of Series A Preferred Stock and for each share of each equally ranked class or series of stock, including the Series C Preferred Stock, is proportionate to the accrued and unpaid dividends on those shares. Any dividend payment made on the Series A Preferred Stock will first be credited against the earliest accrued and unpaid dividend.

If, for any taxable year, we elect to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended (the “Code”), a portion (the “Capital Gains Amount”) of the dividends not in excess of our earnings and profits that are paid or made available for the year to the holders of all classes or series of stock outstanding (the “Total Dividends”), then the portion of the Capital Gains Amount that will be allocable to the holders of Series A Preferred Stock will be in the same proportion that the Total Dividends paid or made available to the holders of Series A Preferred Stock for the taxable year bears to the Total Dividends for the taxable year made with respect to all classes or series of stock outstanding.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Series A Preferred Stock are entitled to be paid out of our assets legally available for distribution to our stockholders a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date of payment, before any distribution or payment may be made to holders of Class A common stock, Series B Preferred Stock or any other class or series of our equity stock ranking junior to the Series A Preferred Stock with respect to liquidation rights. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to liquidation rights, then the holders of Series A Preferred Stock and any other class or series of stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to liquidation rights will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series A Preferred Stock are entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding up at least 20 days before the payment date of the liquidating distribution. After the holders of Series A Preferred Stock have received the full amount of the liquidating distributions to which they are entitled, they will have no right or claim to any of our remaining assets.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series A Preferred Stock will not be added to the Company’s total liabilities.

Our consolidation, conversion or merger with or into any other person or entity or the sale, lease, transfer or conveyance of all or substantially all of our property or business, whether in connection with a Change of Control (as defined below) or otherwise, will not be deemed to constitute our liquidation, dissolution or winding up.

Optional Redemption

The Series A Preferred Stock is not redeemable prior to March 26, 2024, except in the circumstances described in this section, in the section below titled “Special Optional Redemption,” or pursuant to certain provisions of our charter. See “ - Restrictions on Transfer and Ownership of Stock” below.

Notwithstanding any other provision relating to redemption or repurchase of the Series A Preferred Stock, we may redeem any or all of the Series A Preferred Stock at any time, whether before or after March 26, 2024, at a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), pursuant to the restrictions on ownership and transfer of our equity securities set forth in our charter or if our board of directors otherwise determines that redemption is necessary for us to preserve our status as a real estate investment trust for federal income tax purposes (“REIT”).

On and after March 26, 2024, the Series A Preferred Stock may be redeemed at our option, in whole or in part, at any time or from time to time, at a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend will be included in the redemption price), without interest, upon the giving of notice, as provided below.

If less than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed will be determined pro rata (as nearly as may be practicable without creating fractional shares) or by lot. If the redemption is to be by lot, and if as a result of the redemption any holder of Series A Preferred Stock would own, or be deemed by virtue of certain attribution provisions of the Code to own, in excess of 9.8% in value of our issued and outstanding equity securities (which includes the Series A Preferred Stock) or 9.8% in value or number of

shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer of our equity securities set forth in our charter, then, except in certain instances, we will redeem the requisite number of shares of Series A Preferred Stock of that holder so that the holder will not own or be deemed by virtue of certain attribution provisions of the Code to own, subsequent to the redemption, in excess of 9.8% in value of our issued and outstanding equity securities or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer set forth in our charter.

We will mail to record holders of the Series A Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to the record holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series A Preferred Stock except as to shares held by any holder to whom notice was defective or not given. Each notice will state the following:

•the redemption date;

•the redemption price;

•the total number of shares of Series A Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from the holder);

•the place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing the shares (duly endorsed for transfer) and any other documents we require in connection with redemption; and

•that dividends on the Series A Preferred Stock will cease to accrue on the redemption date.

Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, no shares of Series A Preferred Stock may be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed. In addition, unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, we will not purchase or otherwise acquire directly or indirectly any Series A Preferred Stock (except (i) by exchange for our equity securities ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) pursuant to the provisions of our charter relating to restrictions on ownership and transfer of our equity securities and (iii) pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series A Preferred Stock and any other stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up). So long as no dividends on Series A Preferred Stock for any past dividend period are in arrears, we are entitled at any time and from time to time to repurchase Series A Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable laws and these requirements will not prevent our purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Stock and any other stock that ranks on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up or our redemption of Series A Preferred Stock pursuant to the provisions of our charter relating to the restrictions on ownership and transfer of our equity securities.

Special Optional Redemption

During any period of time (whether before or after March 26, 2024) that both (i) the Series A Preferred Stock is not listed on the New York Stock Exchange (the “NYSE”), the NYSE American LLC or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American LLC or Nasdaq, and (ii) we are not subject to the reporting requirements of the Exchange Act, but any shares of Series A Preferred Stock are outstanding (a “Delisting Event”), we have the option to redeem the outstanding Series A Preferred Stock, in whole but not in part, within 90 days after the occurrence of the Delisting Event, for a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price), upon the giving of notice, as provided below.

In addition, upon the occurrence of a Change of Control, we may, at our option, redeem the Series A Preferred Stock, in whole but not in part, within 120 days after the first date on which the Change of Control occurred, by paying $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price). If, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (each as defined below), as applicable, we provide notice of redemption with respect to the Series A Preferred Stock (whether pursuant to our optional redemption right or our special optional redemption rights), holders of Series A Preferred Stock will not have the conversion right described below under “—Conversion Rights.”

Notwithstanding the foregoing, we will not have the right to redeem the Series A Preferred Stock upon any Delisting Event occurring in connection with a transaction set forth in the first bullet point of the definition of Change of Control unless the Delisting Event also constitutes a Change of Control wherein following the closing of any such transaction, neither we nor the acquiring or surviving entity, or a parent of us or the acquiring or surviving entity, has a class of common equity securities listed on the NYSE, the NYSE American LLC or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American LLC or Nasdaq.

We will mail record holders of Series A Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to the record holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing with not affect the validity of the redemption of any Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice will state the following:

•the redemption date;

•the redemption price;

•the total number of shares of Series A Preferred Stock to be redeemed;

•that the Series A Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control or a Delisting Event, as applicable, and a brief description of the transaction or transactions constituting the Change of Control or Delisting Event, as applicable;

•that holders of Series A Preferred Stock to which the notice relates will not be able to tender the Series A Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

•that dividends on the Series A Preferred Stock to be redeemed will cease to accrue on the redemption date.

A “Change of Control” occurs when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing:

•the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions, of shares of our stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of our stock entitled to vote generally in the election of directors (except that the person will be deemed to have beneficial ownership of all securities that the person has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

•following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity, or a parent of the Company or the acquiring or surviving entity, has a class of common

equity securities listed on the NYSE, the NYSE American LLC or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American LLC or Nasdaq.

Additional Provisions Relating to Optional Redemption and Special Optional Redemption

If (i) we have given a notice of redemption, (ii) we have set apart sufficient funds for the redemption of the shares of Series A Preferred Stock called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and an amount equal to all accrued and unpaid dividends to, but not including, the redemption date, then from and after the redemption date, those shares of Series A Preferred Stock so called for redemption will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate, except the right to receive the redemption price, without interest. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and an amount equal to any accrued and unpaid dividends payable upon redemption, without interest.

The holders of Series A Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding dividend payment date notwithstanding the redemption of the Series A Preferred Stock between the record date and the corresponding dividend payment date.

All shares of Series A Preferred Stock that we redeem or reacquire in any manner will return to the status of authorized but unissued shares of preferred stock, without further designation as to series or class and may thereafter be classified, reclassified or issued as any series or class of preferred stock.

Conversion Rights

Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series A Preferred Stock has the right, unless, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we have provided or provide notice of our election to redeem the shares of Series A Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” to convert some of or all the shares of Series A Preferred Stock held by the holder (the “Delisting Event Conversion Right” or “Change of Control Conversion Right,” as applicable) on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, into a number of shares of Class A common stock per share of Series A Preferred Stock (the “Common Stock Conversion Consideration”) equal to the lesser of:

•the quotient of (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series A Preferred Stock to, but not including, the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in this sum), divided by (ii) the Common Stock Price; and

•4.4924 (the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Class A common stock dividend), subdivisions or combinations (in each case, a “Stock Split”) with respect to shares of our Class A common stock as follows: the adjusted Share Cap as the result of a Stock Split will be the number of shares of our Class A common stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to the Stock Split, multiplied by (ii) a fraction, the numerator of which is the number of shares of our Class A common stock outstanding after giving effect to the Stock Split and the denominator of which is the number of shares of our Class A common stock outstanding immediately prior to the Stock Split.

If a Delisting Event or a Change of Control occurs, pursuant to or in connection with which shares of our Class A common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock will receive upon conversion of the shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which the holder would have owned or been entitled to receive had the holder held a number of shares of our Class A common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Delisting Event or a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of shares of our Class A common stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, the Conversion Consideration that holders of Series A Preferred Stock will receive will be the form of consideration elected by the holders of a plurality of the shares of Class A common stock held by stockholders who participate in the election and will be subject to any limitations to which all holders of shares of Class A common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

We will not issue fractional shares of Class A common stock upon the conversion of the Series A Preferred Stock. Instead, we will pay the cash value of any fractional shares based on the Common Stock Price.

Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, unless we have then provided notice of our election to redeem the shares of Series A Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” we will provide to holders of record of outstanding shares of Series A Preferred Stock a notice of occurrence of the Delisting Event or Change of Control that describes the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable. A failure to give notice of conversion or any defect in the notice or in its mailing will not affect the validity of the proceedings for the conversion of any Series A Preferred Stock except as to the holder to whom this notice was defective or not given. This notice will state the following:

•the events constituting the Delisting Event or Change of Control, as applicable;

•the date of the Delisting Event or Change of Control, as applicable;

•the last date on which the holders of shares of Series A Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

•the method and period for calculating the Common Stock Price;

•the “Delisting Event Conversion Date” or “Change of Control Conversion Date,” as applicable, which will be a business day fixed by our board of directors that is not fewer than 20 and not more than 35 days following the date of the notice;

•that if, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we provide notice of our election to redeem all or any portion of the shares of Series A Preferred Stock, holders of the Series A Preferred Stock will not be able to convert the shares of Series A Preferred Stock so called for redemption and the shares of Series A Preferred Stock will be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

•if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock;

•the name and address of the paying agent and the conversion agent; and

•the procedures that the holders of shares of Series A Preferred Stock must follow to exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable.

We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, another news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in the notice, and post the notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of record of Series A Preferred Stock.

To exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, a holder of record of Series A Preferred Stock will be required to deliver, on or before the close of business on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the certificates, if any, representing any certificated shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents we reasonably require in connection with the conversion, to our conversion agent. The conversion notice must state:

•the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

•the number of shares of Series A Preferred Stock to be converted.

The “Common Stock Price” for any Change of Control will be (i) if the consideration to be received in the Change of Control by holders of shares of our Class A common stock is solely cash, the amount of cash consideration per share of Class A common stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of our Class A common stock is other than solely cash, the average of the closing price per share of our Class A common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control. The “Common Stock Price” for any Delisting Event will be the average of the closing price per share of our Class A common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Delisting Event.

Holders of Series A Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to our conversion agent prior to the close of business on the business day prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable. The notice of withdrawal must state:

•the number of withdrawn shares of Series A Preferred Stock;

•if certificated shares of Series A Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series A Preferred Stock; and

•the number of shares of Series A Preferred Stock, if any, which remain subject to the conversion notice.

Notwithstanding the foregoing, if the Series A Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of DTC.

Shares of Series A Preferred Stock as to which the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration on the applicable Delisting Event Conversion Date or Change of Control Conversion Date, unless prior thereto we provide notice of our election to redeem those shares of Series A Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem shares of Series A Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the shares of Series A Preferred Stock will not be so converted and the holders of the shares will be entitled to receive on the applicable redemption date the redemption price for the shares.

We will deliver amounts owing upon conversion no later than the third business day following the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable.

In connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, we will be required to comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series A Preferred Stock into shares of Class A common stock. Notwithstanding any other provision of the Series A Preferred Stock, no holder of Series A Preferred Stock will be entitled to convert shares of Series A Preferred Stock for shares of our Class A common stock to the extent that receipt of the shares of Class A common stock would cause the holder (or any other person) to violate the restrictions on ownership and transfer of our equity securities contained in our charter. See “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

These Change of Control conversion and redemption features may make it more difficult for or discourage a party from pursuing a takeover or other transaction that holders of Class A common stock might believe to be in their best interests or in which holders of some, or a majority, of the shares of Class A common stock might receive a premium for their shares over the then market price of such shares of Class A common stock.

Except as provided above in connection with a Delisting Event or a Change of Control, the Series A Preferred Stock is not convertible into or exchangeable for any other property or securities.

Voting Rights

Except as described below, holders of Series A Preferred Stock have no voting rights. On any matter in which the Series A Preferred Stock may vote (as expressly provided in our charter), each share of Series A Preferred Stock entitles the holder thereof to cast one vote, except that, when voting together as a single class with shares of any other class or series of voting preferred stock, shares of different classes or series will vote in proportion to the liquidation preference of the shares.

Holders of the Series A Preferred Stock will have the right to vote whenever dividends on the Series A Preferred Stock are in arrears, whether or not declared, for six or more quarterly periods, whether or not these quarterly periods are consecutive. In this case, holders of Series A Preferred Stock and any other class or series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable, which we refer to as “voting preferred stock,” and with which the holders of Series A Preferred Stock will be entitled to vote together as a single class, will have the exclusive power, voting together as a single class, to elect, at any special meeting called by our secretary at the written request of holders of record of at least 10% of the outstanding shares of Series A Preferred Stock and any other class or series of voting preferred stock (unless the request is received more than 45 days and less than 90 days before our next annual meeting of stockholders at which the vote would occur) and at each subsequent annual meeting of stockholders, two additional directors to serve on our board of directors. The right of holders of Series A Preferred Stock to vote in the election of directors will terminate when all dividends accrued and unpaid on the outstanding shares of Series A Preferred Stock for all past dividend periods and the then-current dividend period have been fully paid. Unless the number of our directors has previously been increased pursuant to the terms of any other class or series of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election of directors, the number of our directors will automatically increase by two at the time as holders of Series A Preferred Stock become entitled to vote in the election of two additional directors. Unless shares of voting preferred stock remain outstanding and entitled to vote in the election of directors, the term of office of these directors will terminate, and the number of our directors will automatically decrease by two, when all dividends accrued and unpaid for all past dividend periods and the then-current dividend period on the Series A Preferred Stock have been fully paid. If the right of holders of Series A Preferred Stock to elect the two additional directors terminates after the record date for determining holders of shares of Series A Preferred Stock entitled to vote in any election of directors but before the closing of the polls in the election, holders of Series A Preferred Stock outstanding as of the applicable record date will not be entitled to vote in the election of directors. The right of the holders of Series A Preferred Stock to elect the additional directors will again vest if and whenever dividends are in arrears for six quarterly periods, as described above. In no event will the holders of Series A Preferred Stock be entitled to nominate or elect an individual as a director, and no individual will be qualified to be nominated for election or to serve as a director, if the individual’s service as a director would cause us to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of our stock is listed or otherwise conflict with our charter or bylaws.

The additional directors will be elected by a plurality of the votes cast in the election of directors, and each of these directors will serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies, or until the director’s term of office terminates as described above. Any director elected by the holders of Series A Preferred Stock and any other class or series of voting preferred stock, voting together as a single class, may be removed, with or without cause, only by a vote of the holders of a majority of the outstanding shares of Series A Preferred Stock and all classes or series of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election of directors. At any time that the holders of Series A Preferred Stock are entitled to vote in the election of the two additional directors, holders of Series A Preferred Stock will be entitled to vote in the election of a successor to fill any vacancy on our board of directors that results from the removal of the director.

At any time that holders of Series A Preferred Stock, and any other class or series of voting preferred stock with which the holders of Series A Preferred Stock will be entitled to vote as a single class in the election of directors, have the right to elect two additional directors as described above but these directors have not been elected, our secretary must call a special meeting for the purpose of electing the additional directors upon the written request of the holders of record of 10% of the outstanding shares of Series A Preferred Stock and any other class or series of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class with respect to the election of directors, unless the request is received more than 45 days and less than 90 days before the date fixed for the next annual meeting of our stockholders at which the vote would occur, in which case, the additional directors may be elected either at the annual meeting or at a separate special meeting of our stockholders at our discretion.

So long as any shares of Series A Preferred Stock are outstanding, the approval of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock and of any equally-affected class or series of voting preferred stock, including the Series C Preferred Stock, with which the holders of Series A Preferred Stock are entitled to vote (voting together as a single class), is required to authorize (a) any amendment, alteration, repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series A Preferred Stock (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise), that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock, or (b) the creation, issuance or increase in the authorized number of shares of any class or series of stock ranking senior to the Series A Preferred Stock (or any equity securities convertible into or exchangeable for any such shares) with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up. Notwithstanding the foregoing, holders of voting preferred stock will not be entitled to vote together as a class with the holders of Series A Preferred Stock on any amendment, alteration, repeal or other change to any provision of our charter unless the action affects the holders of Series A Preferred Stock and the voting preferred stock equally.

The following actions will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock:

•any increase or decrease in the number of authorized shares of Class A common stock, Series B Preferred Stock or preferred stock of any other class or series or the classification or reclassification of any unissued shares, or the creation or issuance of equity securities, of any class or series ranking, junior to or on parity with the Series A Preferred Stock, including the Series C Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up;

•any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series A Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, whether or not we are the surviving entity, if the Series A Preferred Stock (or stock into which the Series A Preferred Stock has been converted in any successor person or entity to us) remains outstanding with the terms thereof unchanged in all material respects or is exchanged for stock of the successor person or entity with substantially identical rights; or

•any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series A Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, if the holders of Series A Preferred Stock receive the $25.00 liquidation preference per share of Series A Preferred Stock, plus an amount equal to accrued and unpaid dividends to, but not including, the date of the event.

The voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed or called for redemption all outstanding shares of Series A Preferred Stock.

No Maturity, Sinking Fund or Mandatory Redemption

The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions.

Summary of Restrictions on Transfer and Ownership of Stock

Our charter contains restrictions on the ownership and transfer of shares of our Class A common stock and other outstanding shares of stock, including the Series A Preferred Stock. The relevant sections of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value of the aggregate of the outstanding shares of our capital stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our capital stock. For further information regarding the restrictions on ownership and transfer of the Series A Preferred Stock, see “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

Conversion

The Series A Preferred Stock is not convertible into any other property or securities, except as provided under “—Conversion Rights.”

Information Rights

During any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series A Preferred Stock as their names and addresses appear in our record books and without cost to the holders, copies of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which we would have been required to file these reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of these reports to any prospective holder of Series A Preferred Stock.

Preemptive Rights

No holders of Series A Preferred Stock will, as a result of his, her or its status as such holder, have any preemptive rights to purchase or subscribe for shares of our Class A common stock or any of our other securities.

Series B Preferred Stock

As of December 31, 2021, 120,000 shares of preferred stock were classified and designated as Series B Preferred Stock pursuant to our charter.

As described in more detail below under “—Preferred Stock Purchase Rights,” each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Preferred Stock at a price of $35.00 per one one-thousandth of a share of Series B Preferred Stock represented by a Right, subject to adjustment. Each one-thousandth of a share of Series B Preferred Stock will entitle the holder thereof to the same dividends and liquidation rights as if the holder held one share of our Class A common stock and will be treated the same as a share of our Class A common stock in the event of a merger, consolidation or other share exchange.

Series C Preferred Stock

As of December 31, 2021, 11,536,000 shares of preferred stock were classified and designated as Series C Preferred Stock pursuant to our charter.

Ranking

The Series C Preferred Stock ranks, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding-up:

•senior to our Class A common stock and Series B Preferred Stock and to all other equity securities ranking junior to the Series C Preferred Stock;

•on parity with the Series A Preferred Stock and all other equity securities ranking on parity with the Series C Preferred Stock; and

•junior to any class or series of equity securities ranking senior to the Series C Preferred Stock.

The authorization or issuance of equity securities ranking senior to the Series C Preferred Stock would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and of any other similarly-affected classes and series of preferred stock ranking on parity with the Series C Preferred Stock and upon which like voting rights have been conferred and are exercisable, including the Series A Preferred Stock. Any convertible debt securities that we may issue will not be considered to be “equity securities” for these purposes prior to the time of conversion. The Series C Preferred Stock rank junior to all our existing and future indebtedness. The terms of the Series C Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that rank junior to or on parity with the Series C Preferred Stock, including the Series A

Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up.

Dividends

Holders of Series C Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of $1.84375 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends are payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day, for each quarterly period commencing on and including the 1st day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding dividend period to all holders of record on the applicable record date, when and as authorized by our board of directors and declared by us. Holders of record of all shares of Series C Preferred Stock issued and outstanding on the record date fixed by our board of directors for any dividend will be entitled to receive the full dividend paid on the applicable dividend payment date even if such shares were not issued and outstanding for the full dividend period.

Any dividend, including any dividend payable on the Series C Preferred Stock for any partial dividend period, is computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of Series C Preferred Stock as they appear in the transfer agent’s records at the close of business on the applicable record date, which will be the date that our board of directors sets as the record date for the payment of a dividend that is not more than 30 nor fewer than 10 days prior to the applicable dividend payment date.

Our board of directors will not authorize, and we will not pay or declare and set apart for payment, any dividend on the Series C Preferred Stock at any time that:

•the law restricts or prohibits the authorization, payment or setting apart for payment.

Notwithstanding the foregoing, dividends on the Series C Preferred Stock accrue whether or not the dividends are authorized by our board of directors and declared by us.

Accrued and unpaid dividends on the Series C Preferred Stock do not bear interest.

We will not pay or declare and set apart for payment any dividends (other than a dividend paid in Class A common stock or other stock ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up) or declare or make any distribution of cash or other property on Class A common stock, Series B Preferred Stock or other stock that ranks junior to or on parity with the Series C Preferred Stock, including the Series A Preferred Stock, or redeem or otherwise acquire Class A common stock, Series B Preferred Stock or other stock that ranks junior to on parity with the Series C Preferred Stock, including the Series A Preferred Stock (except (i) by conversion into or exchange for Class A common stock, Series B Preferred Stock or other stock ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) for the redemption of shares of our stock pursuant to the provisions of our charter relating to the restrictions upon ownership and transfer of our stock and (iii) for a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock and any other stock that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up), unless we also have either paid or declared and set apart for payment full cumulative dividends on the Series C Preferred Stock for all past dividend periods.

Notwithstanding the foregoing, if we do not either pay or declare and set apart for payment full cumulative dividends on the Series C Preferred Stock and all stock that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividends, the amount which we have declared will be allocated pro rata to the holders of Series C Preferred Stock and to each equally ranked class or series of stock, including the Series A Preferred Stock, so that the amount declared for each share of Series C Preferred Stock and for each share of each equally ranked class or series of stock, including the Series A Preferred Stock, is

proportionate to the accrued and unpaid dividends on those shares. Any dividend payment made on the Series C Preferred Stock will first be credited against the earliest accrued and unpaid dividend.

If, for any taxable year, we elect to designate as “capital gain dividends” (as defined in Section 857 of the Code) a portion (the “Capital Gains Amount”) of the dividends not in excess of our earnings and profits that are paid or made available for the year to the holders of all classes or series of stock outstanding (the “Total Dividends”), then the portion of the Capital Gains Amount that will be allocable to the holders of Series C Preferred Stock will be in the same proportion that the Total Dividends paid or made available to the holders of Series C Preferred Stock for the taxable year bears to the Total Dividends for the taxable year made with respect to all classes or series of stock outstanding.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Series C Preferred Stock are entitled to be paid out of our assets legally available for distribution to our stockholders a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date of payment, before any distribution or payment may be made to holders of Class A common stock, Series B Preferred Stock or any other class or series of our equity stock ranking junior to the Series C Preferred Stock with respect to liquidation rights. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of each other class or series of stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to liquidation rights, then the holders of Series C Preferred Stock and any other class or series of stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to liquidation rights will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series C Preferred Stock are entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding up at least 20 days before the payment date of the liquidating distribution. After the holders of Series C Preferred Stock have received the full amount of the liquidating distributions to which they are entitled, they will have no right or claim to any of our remaining assets.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series C Preferred Stock will not be added to the Company’s total liabilities.

Optional Redemption

The Series C Preferred Stock is not redeemable prior to December 18, 2025, except in the circumstances described in this section, in the section below titled “Special Optional Redemption,” or pursuant to certain provisions of our charter. See “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

Notwithstanding any other provision relating to redemption or repurchase of the Series C Preferred Stock, we may redeem any or all of the Series C Preferred Stock at any time, whether before or after December 18, 2025, at a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), pursuant to the restrictions on ownership and transfer of our stock set forth in our charter or if our board of directors otherwise determines that redemption is necessary for us to preserve our status as a REIT.

On and after December 18, 2025, the Series C Preferred Stock may be redeemed at our option, in whole or in part, at any time or from time to time, at a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price), without interest, upon the giving of notice, as provided below.

If less than all of the outstanding shares of Series C Preferred Stock are to be redeemed, the shares to be redeemed will be determined pro rata (as nearly as may be practicable without creating fractional shares) or by lot. If the redemption is to be by lot, and if as a result of the redemption any holder of Series C Preferred Stock would own, or be deemed by virtue of certain attribution provisions of the Code to own, in excess of 9.8% in value of our issued and outstanding equity securities (which includes the Series C Preferred Stock) or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer of our stock set forth in our charter, then, except in certain instances, we will redeem the requisite number of shares of Series C Preferred Stock of that holder so that the holder will not own or be deemed by virtue of certain attribution provisions of the Code to own, subsequent to the redemption, in excess of 9.8% in value of our issued and outstanding equity securities or 9.8% in value or number of shares (whichever is more restrictive) of any class or series of our issued and outstanding equity securities or violate any of the other restrictions on ownership and transfer set forth in our charter.

We will mail to each record holder of Series C Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to each record holder at the holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series C Preferred Stock except as to shares held by any holder to whom notice was defective or not given. Each notice will state the following:

•the redemption date;

•the redemption price;

•the total number of shares of Series C Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from the holder);

•the place or places where the shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing the shares (duly endorsed for transfer) and any other documents we require in connection with redemption; and

•that dividends on the Series C Preferred Stock will cease to accrue on the redemption date.

Unless full cumulative dividends on all shares of Series C Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, no shares of Series C Preferred Stock may be redeemed unless all outstanding shares of Series C Preferred Stock are simultaneously redeemed. In addition, unless full cumulative dividends on all shares of Series C Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, we will not purchase or otherwise acquire directly or indirectly any Series C Preferred Stock (except (i) by exchange for our equity securities ranking junior to the Series C Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, (ii) pursuant to the provisions of our charter relating to restrictions on ownership and transfer of our stock and (iii) pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series C Preferred Stock and any other stock that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up). So long as no dividends on Series C Preferred Stock for any past dividend period are in arrears, we are entitled at any time and from time to time to repurchase Series C Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable laws and these requirements will not prevent our purchase or acquisition of Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Stock and any other equity security that ranks on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up or our redemption of Series C Preferred Stock pursuant to the provisions of our charter relating to the restrictions on ownership and transfer of our stock.

Special Optional Redemption

During any period of time (whether before or after December 18, 2025) that both (i) the Series C Preferred Stock is not listed on Nasdaq, the NYSE or the NYSE American LLC, or listed or quoted on an exchange or quotation system that is a successor to Nasdaq, the NYSE or the NYSE American LLC, and (ii) we are not subject to the reporting requirements of the Exchange Act, but any shares of Series C Preferred Stock are outstanding (a “Delisting Event”), we have the option to redeem the outstanding Series C Preferred Stock, in whole but not in part, within 90 days after the occurrence of the Delisting Event, for a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the

redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price), upon the giving of notice, as provided below.

In addition, upon the occurrence of a Change of Control, we may, at our option, redeem the Series C Preferred Stock, in whole but not in part, within 120 days after the first date on which the Change of Control occurred, by paying $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in the redemption price). If, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (each as defined below), as applicable, we provide notice of redemption with respect to the Series C Preferred Stock (whether pursuant to our optional redemption right or our special optional redemption rights), holders of Series C Preferred Stock will not have the conversion right described below under “—Conversion Rights.”

Notwithstanding the foregoing, we will not have the right to redeem the Series C Preferred Stock upon any Delisting Event occurring in connection with a transaction set forth in the first bullet point of the definition of Change of Control unless the Delisting Event also constitutes a Change of Control wherein following the closing of any such transaction, neither we nor the acquiring or surviving entity, or a parent of us or the acquiring or surviving entity, has a class of common equity securities listed on Nasdaq, the NYSE or the NYSE American LLC, or listed or quoted on an exchange or quotation system that is a successor to Nasdaq, the NYSE or the NYSE American LLC.

We will mail to each record holder of Series C Preferred Stock, a notice of redemption no less than 30 days nor more than 60 days prior to the redemption date. We will send the notice to each record holder at the holder’s address, as shown on our share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing with not affect the validity of the redemption of any Series C Preferred Stock except as to the holder to whom notice was defective or not given. Each notice will state the following:

•the redemption date;

•the redemption price;

•the total number of shares of Series C Preferred Stock to be redeemed;

•that the Series C Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control or a Delisting Event, as applicable, and a brief description of the transaction or transactions constituting the Change of Control or Delisting Event, as applicable;

•that holders of Series C Preferred Stock to which the notice relates will not be able to tender the Series C Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series C Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

•that dividends on the Series C Preferred Stock to be redeemed will cease to accrue on the redemption date.

A Change of Control occurs when, after the original issuance of the Series C Preferred Stock, the following have occurred and are continuing:

whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

•following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity, or a parent of us or the acquiring or surviving entity, has a class of common equity securities listed on Nasdaq, the NYSE or the NYSE American LLC, or listed or quoted on an exchange or quotation system that is a successor to Nasdaq, the NYSE or the NYSE American LLC.

Additional Provisions Relating to Optional Redemption and Special Optional Redemption

If (i) we have given a notice of redemption, (ii) we have set apart sufficient funds for the redemption of the shares of Series C Preferred Stock called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and an amount equal to all accrued and unpaid dividends to, but not including, the redemption date, then from and after the redemption date, those shares of Series C Preferred Stock so called for redemption will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series C Preferred Stock will terminate, except the right to receive the redemption price, without interest. The holders of those Series C Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends payable upon redemption, without interest.

The holders of Series C Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series C Preferred Stock on the corresponding dividend payment date notwithstanding the redemption of the Series C Preferred Stock between the record date and the corresponding dividend payment date.

All shares of Series C Preferred Stock that we redeem or reacquire in any manner will return to the status of authorized but unissued shares of preferred stock, without further designation as to series or class and may thereafter be classified, reclassified or issued as any series or class of preferred stock.

Conversion Rights

Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series C Preferred Stock has the right, unless, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we have provided or provide notice of our election to redeem the shares of Series C Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” to convert some of or all the shares of Series C Preferred Stock held by the holder (the “Delisting Event Conversion Right” or “Change of Control Conversion Right,” as applicable) on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, into a number of shares of Class A common stock per share of Series C Preferred Stock (the “Common Stock Conversion Consideration”) equal to the lesser of:

•the quotient of (i) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock to be converted plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series C Preferred Stock to, but not including, the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on the payment date will be included in this sum), divided by (ii) the Common Stock Price; and

•6.605 (the “Share Cap”).

common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Delisting Event or a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of shares of our Class A common stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, the Conversion Consideration that holders of Series C Preferred Stock will receive will be the form of consideration elected by the holders of a plurality of the shares of Class A common stock held by stockholders who participate in the election and will be subject to any limitations to which all holders of shares of Class A common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

We will not issue fractional shares of Class A common stock upon the conversion of the Series C Preferred Stock. Instead, we will pay the cash value of any fractional shares based on the Common Stock Price.

Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, unless we have then provided notice of our election to redeem the shares of Series C Preferred Stock as described under “—Optional Redemption” or “—Special Optional Redemption,” we will provide to holders of record of outstanding shares of Series C Preferred Stock a notice of occurrence of the Delisting Event or Change of Control that describes the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable. A failure to give notice of conversion or any defect in the notice or in its mailing will not affect the validity of the proceedings for the conversion of any Series C Preferred Stock except as to the holder to whom this notice was defective or not given. This notice will state the following:

•the events constituting the Delisting Event or Change of Control, as applicable;

•the date of the Delisting Event or Change of Control, as applicable;

•the last date on which the holders of shares of Series C Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

•the method and period for calculating the Common Stock Price;

•that if, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we provide notice of our election to redeem all or any portion of the shares of Series C Preferred Stock, holders of Series C Preferred Stock will not be able to convert the shares of Series C Preferred Stock so called for redemption and the shares of Series C Preferred Stock will be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable;

•if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock;

•the name and address of the paying agent and the conversion agent; and

•the procedures that the holders of shares of Series C Preferred Stock must follow to exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable.

To exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, a holder of record of Series C Preferred Stock will be required to deliver, on or before the close of business on the

Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the certificates, if any, representing any certificated shares of Series C Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents we reasonably require in connection with the conversion, to our conversion agent. The conversion notice must state:

•the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and

•the number of shares of Series C Preferred Stock to be converted.

Holders of Series C Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to our conversion agent prior to the close of business on the business day prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable. The notice of withdrawal must state:

•the number of withdrawn shares of Series C Preferred Stock;

•if certificated shares of Series C Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series C Preferred Stock; and

•the number of shares of Series C Preferred Stock, if any, which remain subject to the conversion notice.

Notwithstanding the foregoing, if the Series C Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of DTC.

Shares of Series C Preferred Stock as to which the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration on the applicable Delisting Event Conversion Date or Change of Control Conversion Date, unless prior thereto we provide notice of our election to redeem those shares of Series C Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem shares of Series C Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, the shares of Series C Preferred Stock will not be so converted and the holders of the shares will be entitled to receive on the applicable redemption date the redemption price for the shares.

We will deliver amounts owing upon conversion no later than the third business day following the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable.

In connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, we will be required to comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series C Preferred Stock into shares of Class A common stock. Notwithstanding any other provision of the Series C Preferred Stock, no holder of Series C Preferred Stock will be entitled to convert shares of Series C Preferred Stock for shares of our Class A common stock to the extent that receipt of the shares of Class A common stock would cause the holder (or any other person) to violate the restrictions on ownership and transfer of our stock contained in our charter. See “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws—Restrictions on Transfer and Ownership of Stock” below.

Except as provided above in connection with a Delisting Event or a Change of Control, the Series C Preferred Stock is not convertible into or exchangeable for any other property or securities.

Voting Rights

Except as described below, holders of Series C Preferred Stock have no voting rights. On any matter in which the Series C Preferred Stock may vote (as expressly provided in our charter), each share of Series C Preferred Stock entitles the holder thereof to cast one vote, except that, when voting together as a single class with shares of any other class or series of voting preferred stock, shares of different classes or series will vote in proportion to the liquidation preference of the shares.

Holders of the Series C Preferred Stock will have the right to vote whenever dividends on the Series C Preferred Stock are in arrears, whether or not declared, for six or more quarterly periods, whether or not these quarterly periods are consecutive. In this case, holders of Series C Preferred Stock and any other class or series of preferred stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable, which we refer to as “voting preferred stock,” and with which the holders of Series C Preferred Stock will be entitled to vote together as a single class, will have the exclusive power, voting together as a single class, to elect, at any special meeting called by our secretary at the written request of holders of record of at least 10% of the outstanding shares of Series C Preferred Stock and any other class or series of voting preferred stock (unless the request is received more than 45 days and less than 90 days before our next annual meeting of stockholders at which the vote would occur) and at each subsequent annual meeting of stockholders, two additional directors to serve on our board of directors. The right of holders of Series C Preferred Stock to vote in the election of directors will terminate when all dividends accrued and unpaid on the outstanding shares of Series C Preferred Stock for all past dividend periods and the then-current dividend period have been fully paid. Unless the number of our directors has previously been increased pursuant to the terms of any other class or series of voting preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class in the election of directors, the number of our directors will automatically increase by two at the time as holders of Series C Preferred Stock become entitled to vote in the election of two additional directors. Unless shares of voting preferred stock remain outstanding and entitled to vote in the election of directors, the term of office of these directors will terminate, and the number of our directors will automatically decrease by two, when all dividends accrued and unpaid for all past dividend periods and the then-current dividend period on the Series C Preferred Stock have been fully paid. If the right of holders of Series C Preferred Stock to elect the two additional directors terminates after the record date for determining holders of shares of Series C Preferred Stock entitled to vote in any election of directors but before the closing of the polls in the election, holders of Series C Preferred Stock outstanding as of the applicable record date will not be entitled to vote in the election of directors. The right of the holders of Series C Preferred Stock to elect the additional directors will again vest if and whenever dividends are in arrears for six quarterly periods, as described above. In no event will the holders of Series C Preferred Stock be entitled to nominate or elect an individual as a director, and no individual will be qualified to be nominated for election or to serve as a director, if the individual’s service as a director would cause us to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of our stock is listed or otherwise conflict with our charter or bylaws.

The additional directors will be elected by a plurality of the votes cast in the election of directors, and each of these directors will serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies, or until the director’s term of office terminates as described above. Any director elected by the holders of Series C Preferred Stock and any other class or series of voting preferred stock, voting together as a single class, may be removed, with or without cause, only by a vote of the holders of a majority of the outstanding shares of Series C Preferred Stock and all classes or series of voting preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class in the election of directors. At any time that the holders of Series C Preferred Stock are entitled to vote in the election of the two additional directors, holders of Series C Preferred Stock will be entitled to vote in the election of a successor to fill any vacancy on our board of directors that results from the removal of the director.

At any time that holders of Series C Preferred Stock, and any other class or series of voting preferred stock with which the holders of Series C Preferred Stock will be entitled to vote as a single class in the election of directors, have the right to elect two additional directors as described above but these directors have not been elected, our secretary must call a special meeting for the purpose of electing the additional directors upon the written request of the holders of record of 10% of the outstanding shares of Series C Preferred Stock and any other class or series of voting preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class with respect to the election of directors, unless the request is received more than 45 days and less than 90 days before the date fixed for the next annual meeting of our stockholders at which the vote would occur, in

which case, the additional directors may be elected either at the annual meeting or at a separate special meeting of our stockholders at our discretion.

So long as any shares of Series C Preferred Stock are outstanding, the approval of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and of any equally-affected class or series of voting preferred stock, including the Series A Preferred Stock, with which the holders of Series C Preferred Stock are entitled to vote (voting together as a single class), is required to authorize (a) any amendment, alteration, repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise), that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock, or (b) the creation, issuance or increase in the number of authorized shares of any class or series of stock ranking senior to the Series C Preferred Stock (or any equity securities convertible into or exchangeable for any such shares) with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up. Notwithstanding the foregoing, holders of voting preferred stock will not be entitled to vote together as a class with the holders of Series C Preferred Stock on any amendment, alteration, repeal or other change to any provision of our charter unless the action affects the holders of Series C Preferred Stock and the voting preferred stock equally.

The following actions will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock:

•any increase or decrease in the number of authorized shares of Class A common stock, Series B Preferred Stock or preferred stock of any other class or series or the classification or reclassification of any unissued shares, or the creation or issuance of equity securities, of any class or series ranking, junior to or on parity with the Series C Preferred Stock, including the Series A Preferred Stock, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up;

•any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, whether or not we are the surviving entity, if the Series C Preferred Stock (or stock into which the Series C Preferred Stock has been converted in any successor person or entity to us) remains outstanding with the terms thereof unchanged in all material respects or is exchanged for stock of the successor person or entity with substantially identical rights; or

•any amendment, alteration or repeal or other change to any provision of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all of our assets or other business combination, if the holders of Series C Preferred Stock receive the $25.00 liquidation preference per share of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends to, but not including, the date of the event.

No Maturity, Sinking Fund or Mandatory Redemption

The Series C Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions.

Summary of Restrictions on Transfer and Ownership of Stock

Our charter contains restrictions on the ownership and transfer of shares of our Class A common stock and other outstanding shares of stock, including the Series C Preferred Stock. The relevant sections of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value of the aggregate of the outstanding shares of our stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our stock. For further information regarding the restrictions on ownership and transfer of the Series C Preferred Stock, see “Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws— Restrictions on Transfer and Ownership of Stock” below.

Conversion

The Series C Preferred Stock is not convertible into any other property or securities, except as provided under “—Conversion Rights.”

Information Rights

During any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series C Preferred Stock are outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series C Preferred Stock as their names and addresses appear in our record books and without cost to the holders, copies of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which we would have been required to file these reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of these reports to any prospective holder of Series C Preferred Stock.

Preemptive Rights

No holders of Series C Preferred Stock will, as a result of his, her or its status as such holder, have any preemptive rights to purchase or subscribe for shares of our Class A common stock or any of our other securities.

Preferred Stock Purchase Rights

On April 13, 2020, our board of directors authorized a dividend of one Right, payable on April 23, 2020, for each share of our Class A common stock outstanding on the close of business on April 23, 2020 to the stockholders of record on that date. Initially, the Rights are attached to all shares of our Class A common stock, and no separate certificates representing the Rights (“Right Certificates”) will be issued. Until the Distribution Date (as defined below), the Rights will be inseparable from the shares of our Class A common stock, and Company will issue one Right with each new share of our Class A common stock so that all shares of our Class A common stock will have Rights attached. Accordingly, there is one Right issued and outstanding for each issued and outstanding share of our Class A common stock.

In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of April 13, 2020, with Computershare Trust Company, N.A., as rights agent. The Company amended the Rights Agreement on February 25, 2021 solely for the purpose of extending the expiration date of the Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement.

Distribution Date

On the Distribution Date, the Rights will separate and begin trading separately from the shares of our Class A common stock. As soon as practicable after the Distribution Date, unless the Rights are recorded in book-entry or another uncertificated form, the Company will prepare and cause the Right Certificates to be delivered to each record holder of shares of our Class A common stock as of the Distribution Date.

The “Distribution Date” generally means the earlier of:

•the close of business on the 10th business day after the date a majority of our board of directors becomes aware (pursuant to a public announcement or otherwise) that a person or entity has become an Acquiring Person (as defined below); and

•the close of business on the 10th business day (or a later day as may be designated by our board of directors before any person or entity has become an Acquiring Person) after the date of the commencement of a tender or exchange offer by the person or entity which would, if consummated, result in the person or entity becoming an Acquiring Person.

In addition, on the Distribution Date, proper provision will be made by the Company to provide each holder (other than the Company) of limited partnership units of the Company’s operating partnership The Necessity Retail REIT Operating Partnership, L.P. (formerly known as American Finance Operating Partnership, L.P.) (the “OP”), designated as “Class A Units” (“OP Units”) with the number of Rights that would have been issued to the holder as

if the holder had redeemed all of its OP Units for an equal number of shares of our Class A common stock pursuant to the terms and conditions of the agreement of limited partnership of the OP immediately prior to the Distribution Date.

Exercisability

The Rights will not be exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase one one-thousandth of a share of Series B Preferred Stock for $35.00 (the “Purchase Price”), subject to adjustment. This portion of a share of Series B Preferred Stock will give the holder approximately the same dividend, voting and liquidation rights as a holder of one share of our Class A common stock. Prior to exercising their Rights, holders of Rights, in that capacity have no rights as a stockholder of the Company.

Acquiring Person

An “Acquiring Person” generally means any person or entity that or which, together with its affiliates and associates, is or becomes the Beneficial Owner (as described below) of 4.9% or more of the shares of our Class A common stock then outstanding, but does not include:

•the Company or any of its subsidiaries;

•any employee benefit plan of the Company or any of its subsidiaries or the Company’s advisor, Necessity Retail Advisors, LLC (formerly known as American Finance Advisors, LLC) (the “Advisor”);

•any entity or trustee holding our Class A common stock for or pursuant to the terms of any plan or for the purpose of funding any plan or other benefits for employees of the Company or of any of its subsidiaries or the Advisor;

•any passive investor, which generally means any person or entity Beneficially Owning shares of our Class A common stock without a plan or an intent to seek control of or influence the Company;

•any person or entity that our board of directors has permitted to Beneficially Own a specified percentage of 4.9% or more of our Class A common stock but only for so long as the person or entity does not acquire, without the prior approval of our board of directors, Beneficial Ownership of any additional Class A common stock above the specified percentage; and

•any person or entity that would otherwise be deemed an Acquiring Person as of the date of the adoption of the Rights Agreement, but only for so long as the person or entity does not acquire, without the prior approval of our board of directors, Beneficial Ownership of any additional Class A common stock.

The Rights Agreement also provides that our board of directors may exempt any person or entity from being an Acquiring Person prior to the person or entity becoming an Acquiring Person, subject to the right of our board of directors to revoke the exemption.

Securities “Beneficial Owned” by a person or entity, together with its affiliates and associates, include:

•any securities beneficially owned, directly or indirectly, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•except under limited circumstances, securities with respect to which the person or entity, or any of its affiliates or associates, has the right to acquire or vote pursuant to any agreement, arrangement or understanding;

•any securities which are Beneficially Owned, directly or indirectly, by any other person or entity with which the person or entity, or any of its affiliates or associates, has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company, and which the person or entity, or any of its affiliates or associates, is acting in concert with towards a common goal relating to (i)

acquiring, holding, voting or disposing of voting securities of the Company or (ii) changing or influencing the control of the Company; and

•any securities which are the subject of, or the reference securities for, or that underlie, any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of the underlying equity increases.

Consequences of Any Person or Entity Becoming an Acquiring Person

•Flip In. If any person or entity becomes an Acquiring Person (other than pursuant to a Permitted Offer or a transaction described below under “—Flip Over”), each Right will entitle the holder thereof (other than an Acquiring Person, its affiliates and associates) to purchase at the Purchase Price a number of shares of our Class A common stock having a market value of twice the Purchase Price. However, these Rights will not be exercisable until the Rights are no longer redeemable by the Company as described below under “—Redemption” and are subject to the Company’s right to exchange described below under “—Exchange.” Depending on the level of the market price of our Class A common stock as compared to the Purchase Price at the time of exercise, the exercise of these Rights can be more or less dilutive to an Acquiring Person than an exchange.

A “Permitted Offer” is a tender or exchange offer for all outstanding shares of our Class A common stock at a price and on terms which a majority of our board of directors has previously determined are fair to the Company’s stockholders and not inadequate and otherwise in the best interests of the Company.

•Exchange. If any person or entity becomes an Acquiring Person (but before (i) the completion of a transaction described below under “—Flip Over,” or (ii) subject to Maryland law, any Acquiring Person has become the Beneficial Owner of a majority of the outstanding shares of our Class A common stock), the Company, upon the authorization and direction of our board of directors, may exchange the Rights (other than Rights Beneficially Owned by an Acquiring Person, its affiliates and associates), in whole or in part, for shares of our Class A common stock on a one-for-one basis.

•Flip Over. If, after the date a majority of our board of directors becomes aware (pursuant to a public announcement or otherwise) that a person or entity has become an Acquiring Person, (i) the Company completes a merger or other business combination in which the Company is not the surviving entity or in which the Company is the surviving entity and our Class A common stock is exchanged for other securities or assets, or (ii) 50% or more of the Company's assets or Earning Power (as defined in the Rights Agreement) is sold or transferred, each Right will entitle the holder thereof (other than an Acquiring Person, its affiliates and associates) to purchase at the Purchase Price a number of shares of common stock of the acquiring company having a market value of twice the Purchase Price.

Expiration

The Rights will expire on April 12, 2024, unless earlier exercised, exchanged, amended or redeemed.

Redemption

At any time before the earlier of (i) the 10th business day following the date a majority of our board of directors becomes aware (pursuant to a public announcement or otherwise) that a person or entity has become an Acquiring Person, or (ii) the expiration of the Rights by their terms, the Company, upon the authorization and direction of our board of directors, may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right. If Continuing Directors no longer comprise a majority of our board of directors, then, for a period of 180 days, the Rights cannot be redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the decision of our board of directors to redeem the Rights. Immediately upon the action of our board of directors ordering redemption of the Rights (with, if required, the concurrence of a majority of the Continuing Directors), or at a later time as our board of directors may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

The “Continuing Directors” include any current member of our board of directors and any person subsequently elected to our board of directors upon recommendation or approval of a majority of those directors (or

directors recommended or approved by them), and exclude an Acquiring Person, its affiliates and associates, or any of their respective representatives or nominees.

Amendment

The terms of the Rights may be amended by our board of directors without the consent of the holders of the Rights, except that from and after such time as any Person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its affiliates and associates).

Adjustment

The Purchase Price payable, and the number of shares of Series B Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment in connection with various events from time to time to prevent dilution, including:

•if the Company declares a dividend on Series B Preferred Stock payable in shares of Series B Preferred Stock or effects a subdivision, combination or reclassification of the shares of Series B Preferred Stock;

•if the holders of Series B Preferred Stock are granted rights, options or warrants to subscribe for or purchase shares of Series B Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Series B Preferred Stock) or convertible securities at a price less than the then current per share market price of the Series B Preferred Stock; or

•upon the distribution to all holders of the Series B Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends payable in shares of Series B Preferred Stock) or subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price payable upon exercise of the Rights will be required until cumulative adjustments amount to at least 1% of the Purchase Price.

The number of outstanding Rights and the number of shares of Series B Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of our Class A common stock or a stock dividend on our Class A common stock payable in shares of our Class A common stock or subdivisions, consolidations or combinations of the shares of our Class A common stock occurring, in any such case, prior to the Distribution Date.

Certain Provisions of the Maryland General Corporation Law and our Charter and Bylaws

Power to Reclassify Shares of Our Stock

Our board of directors may classify any unissued shares of preferred stock, and reclassify any unissued shares of Class A common stock or any previously classified but unissued shares of preferred stock, into other classes or series of stock, including one or more classes or series of stock that have priority over our Class A common stock with respect to voting rights, distributions or upon liquidation, and authorize us to issue the newly classified shares. Prior to the issuance of shares of each class or series, our board of directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for each such class or series. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

Power to Increase Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock

We believe that the power of our board of directors to amend our charter from time to time to increase the aggregate number of authorized shares of stock and the number of shares of stock of any class or series that we have the authority to issue, to issue additional authorized but unissued shares of our Class A common stock or preferred stock and to classify or reclassify unissued shares of our Class A common stock or preferred stock into other classes or series of stock and thereafter to cause us to issue such classified or reclassified shares of stock will provide us with flexibility in structuring possible future financings and acquisitions and in meeting other needs which might

arise. Shares of additional classes or series of stock, as well as additional shares of Class A common stock, will be available for issuance without further action by our stockholders, unless stockholder consent is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities are then listed or traded. Although our board of directors does not intend to do so, it could authorize us to issue a class or series of Class A common stock or preferred stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our stockholders or otherwise be in their best interest.

Restrictions on Transfer and Ownership of Stock

In order for us to qualify as a REIT under the Code, shares of our stock must be owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be taxed as a REIT has been made) or during a proportionate part of a shorter taxable year. Also, under Section 856(h) of the Code, a REIT cannot be “closely held.” In this regard, not more than 50% of the value of the outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our charter contains restrictions on the ownership and transfer of shares of our Class A common stock and other outstanding shares of stock. The relevant sections of our charter provide that, subject to the exceptions described below, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value of the aggregate of our outstanding shares of stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock; we refer to these limitations as the “ownership limits.”

The constructive ownership rules under the Code are complex and may cause shares of stock owned actually or constructively by a group of related individuals or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% in value of the aggregate of our outstanding shares of stock or 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock (or the acquisition of an interest in an entity that owns, actually or constructively, shares of our stock by an individual or entity), could, nevertheless, cause that individual or entity, or another individual or entity, to violate the ownership limits.

Our board of directors may, upon receipt of certain representations, undertakings and agreements and in its sole discretion, exempt (prospectively or retroactively) any person from the ownership limits and establish a different limit, or excepted holder limit, for a particular person if the person’s ownership in excess of the ownership limits will not then or in the future result in our being “closely held” under Section 856(h) of the Code (without regard to whether the person’s interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT. In order to be considered by our board of directors for exemption, a person also must not own, actually or constructively, an interest in one of our tenants (or a tenant of any entity which we own or control) that would cause us to own, actually or constructively, more than a 9.9% interest in the tenant unless the revenue derived by us from such tenant is sufficiently small that, in the opinion of our board of directors, rent from such tenant would not adversely affect our ability to qualify as a REIT. The person seeking an exemption must provide such representations and undertakings to the satisfaction of our board of directors that it will not violate these two restrictions. The person also must agree that any violation or attempted violation of these restrictions will result in the automatic transfer to a charitable trust of the shares of stock causing the violation. As a condition of granting an exemption or creating an excepted holder limit, our board of directors may, but is not required to, obtain an opinion of counsel or Internal Revenue Service (“IRS”) ruling satisfactory to our board of directors with respect to our qualification as a REIT and may impose such other conditions or restrictions as it deems appropriate.

Our board of directors may increase or decrease the ownership limits. Any decrease in the ownership limits will not be effective for any person whose percentage ownership of shares of our stock is in excess of such decreased limits until such person’s percentage ownership of shares of our stock equals or falls below such decreased limits (other than a decrease as a result of a retroactive change in existing law, which will be effective immediately), but any further acquisition of shares of our stock in excess of such percentage ownership will be in violation of the applicable decreased limits. Our board of directors may not increase or decrease the ownership limits if, after giving effect to such increase or decrease, five or fewer persons could beneficially own or constructively own in the aggregate more than 49.9% in value of the shares of our stock then outstanding. Prior to any modification of the ownership limits, our board of directors may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure our qualification as a REIT.

Our charter further prohibits:

•any person from beneficially or constructively owning, applying certain attribution rules of the Code, shares of our stock that would result in our being “closely held” under Section 856(h) of the Code (without regard to whether the stockholder’s interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT; and

•any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate the ownership limits or any of the other foregoing restrictions on ownership and transfer of our stock will be required to immediately give written notice to us or, in the case of a proposed or attempted transaction, give at least 15 days’ prior written notice to us, and provide us with such other information as we may request in order to determine the effect of such transfer on our qualification as a REIT. The ownership limits and the other restrictions on ownership and transfer of our stock will not apply if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with the restrictions on ownership and transfer of our stock is no longer required in order for us to qualify as a REIT.

If any transfer of shares of our stock would result in shares of our stock being beneficially owned by fewer than 100 persons, such transfer will be void from the time of such purported transfer and the intended transferee will acquire no rights in such shares. In addition, if any purported transfer of shares of our stock or any other event would otherwise result in:

•any person violating the ownership limits or such other limit established by our board of directors; or

•us being “closely held” under Section 856(h) of the Code (without regard to whether the stockholder’s interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT,

then that number of shares (rounded up to the nearest whole share) that would cause us to violate such restrictions will automatically be transferred to, and held by, a charitable trust for the exclusive benefit of one or more charitable organizations selected by us, and the intended transferee will acquire no rights in such shares. The transfer will be deemed to be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in the transfer to the charitable trust. A person who, but for the transfer of the shares to the charitable trust, would have beneficially or constructively owned the shares so transferred is referred to as a “prohibited owner,” which, if appropriate in the context, also means any person who would have been the record owner of the shares that the prohibited owner would have so owned. If the transfer to the charitable trust as described above would not be effective, for any reason, to prevent violation of the applicable restriction on ownership and transfer contained in our charter, then our charter provides that the transfer of the shares will be void from the time of such purported transfer.

Shares of stock transferred to a charitable trust are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price paid per share in the transaction that resulted in such transfer to the charitable trust (or, if the event that resulted in the transfer to the charitable trust did not involve a purchase of such shares of stock at market price, defined generally as the last reported sales price reported on the principal national securities exchange on which the shares are listed and admitted to trading, the market price per share of such stock on the day of the event which resulted in the transfer of such shares of stock to the charitable trust) and (2) the market price on the date we, or our designee, accept such offer. We may reduce the amount payable to the charitable trust by the amount of dividends and other distributions which have been paid to the prohibited owner and are owed by the prohibited owner to the charitable trust as described below. We may pay the amount of such reduction to the charitable trust for the benefit of the charitable beneficiary. We have the right to accept such offer until the trustee of the charitable trust has sold the shares held in the charitable trust as discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates, and the charitable trustee must distribute the net proceeds of the sale to the prohibited owner.

Within 20 days of receiving notice from us of the transfer of the shares to the charitable trust, the charitable trustee will sell the shares to a person or entity designated by the charitable trustee who could own the shares without violating the ownership limits or the other restrictions on ownership and transfer of our stock described above. After that, the charitable trustee must distribute to the prohibited owner an amount equal to the lesser of (1) the price paid by the prohibited owner for the shares in the transaction that resulted in the transfer to the charitable trust (or, if the event that resulted in the transfer to the charitable trust did not involve a purchase of such shares at market price, the market price per share of such stock on the day of the event that resulted in the transfer to the charitable trust) and (2) the sales proceeds (net of commissions and other expenses of sale) received by the charitable trust for the shares. The charitable trustee may reduce the amount payable to the prohibited owner by the amount of dividends and other distributions which have been paid to the prohibited owner and are owed by the

prohibited owner to the charitable trust. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the charitable beneficiary, together with any dividends and other distributions thereon. In addition, if, prior to discovery by us that shares of stock have been transferred to a charitable trust, such shares of stock are sold by a prohibited owner, then such shares will be deemed to have been sold on behalf of the charitable trust and to the extent that the prohibited owner received an amount for or in respect of such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount will be paid to the charitable trust upon demand by the charitable trustee. The prohibited owner will have no rights in the shares held by the charitable trust.

The charitable trustee will be designated by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the charitable trust, the charitable trustee will receive, in trust for the charitable beneficiary, all distributions made by us with respect to such shares and may also exercise all voting rights with respect to such shares. Any dividend or other distribution paid prior to our discovery that shares of stock have been transferred to the charitable trust will be paid by the recipient to the charitable trust upon demand by the charitable trustee. These rights will be exercised for the exclusive benefit of the charitable beneficiary.

Subject to Maryland law, effective as of the date that the shares have been transferred to the charitable trust, the charitable trustee will have the authority, at the charitable trustee’s sole discretion:

•to rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the charitable trustee; and

•to recast the vote in accordance with the desires of the charitable trustee acting for the benefit of the charitable beneficiary.

However, if we have already taken irreversible corporate action, then the charitable trustee may not rescind and recast the vote.

If our board of directors determines that a proposed transfer would violate the restrictions on ownership and transfer of our stock set forth in our charter, our board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) of the outstanding shares of all classes or series of our stock, including common stock, will be required to give written notice to us within 30 days after the end of each taxable year stating the name and address of such owner, the number of shares of each class and series of our stock that the person beneficially owns and a description of the manner in which such shares are held. Each such owner will be required to provide to us such additional information as we may request in order to determine the effect, if any, of such beneficial ownership on our qualification as a REIT and to ensure compliance with the ownership limits. In addition, each stockholder will, upon demand, be required to provide to us such information as we may request in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Any certificates representing shares of our stock, or any written statements of information delivered in lieu of certificates, will bear a legend referring to the restrictions described above.

These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change in control that might involve a premium price for our Class A common stock or otherwise be in the best interest of our stockholders.

Number of Directors; Vacancies; Removal

Our business and affairs shall be managed by the direction of the board of directors. The number of our directors shall be six, which number may be increased or decreased from time to time pursuant to the bylaws, but shall never be less than one nor more than fifteen. Our board of directors is divided into three classes of directors serving staggered three-year terms. At each annual meeting, directors of one class are elected to serve until the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify.

We have elected by a provision of our charter to be subject to a provision of Maryland law requiring that, except as otherwise provided in the terms of any class or series of preferred stock, vacancies on our board of

directors may be filled only by the remaining directors and that any individual elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is duly elected and qualifies. Any director may resign at any time by delivering his or her notice to the board of directors, the chairman of the board of directors, the chief executive officer or the Company’s secretary.

Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock, any or all directors may be removed from office only for “cause” by the affirmative vote of the stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this provision of our charter, “cause” means, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to us through bad faith or active and deliberate dishonesty.

Action by Stockholders

Under the MGCL, common stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous consent in lieu of a meeting (unless the charter provides for a lesser percentage, which our charter does not). These provisions, combined with the requirements of our charter and bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Meetings and Special Voting Requirements

Subject to our charter restrictions on ownership and transfer of our stock and the terms of each class or series of stock, including with respect to the vote by the stockholders for the election of the directors, each holder of Class A common stock is entitled at each meeting of stockholders to one vote per share owned by such stockholder on all matters submitted to a vote of stockholders. There is no cumulative voting in the election of our board of directors, which means that the holders of a majority of shares of our outstanding common stock can elect all the directors then standing for election and the holders of the remaining shares of Class A common stock will not be able to elect any directors.

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless declared advisable by the board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters (except for certain charter amendments relating to director resignation and removal and the vote required for certain amendments) by a lesser percentage, but not less than a majority of all the votes entitled to be cast on the matter. Our charter provides for approval of these matters (except for certain charter amendments relating to director resignation and removal and the vote required for certain amendments) by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Also, our operating assets are held by our subsidiaries and these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

Pursuant to our charter and bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any business will be held annually on a date and at the time and place set by our board of directors. Special meetings of stockholders to act on any matter that may properly be considered at a meeting of stockholders may be called by the board of directors, the chairman of the board of directors, the president or the chief executive officer and, subject to the satisfaction of certain procedural requirements, must be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on the matter at the meeting. The presence of stockholders entitled to cast at least a majority of all the votes entitled to be cast at such meeting on any matter, either in person or by proxy, will constitute a quorum.

Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

No Appraisal Rights

As permitted by the MGCL, our charter provides that stockholders will not be entitled to exercise appraisal rights unless a majority of our board of directors determines that appraisal rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which stockholders would otherwise be entitled to exercise appraisal rights.

Dissolution

Our dissolution must be declared advisable by a majority of our entire board of directors and approved by the affirmative vote of stockholders entitled to cast not less than a majority of the votes entitled to be cast on such matter.

Business Combinations

Under the MGCL, certain “business combinations,” including a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities, between a Maryland corporation and an “interested stockholder” or, generally, any person who beneficially owns directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock or an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be recommended by the board of directors of such corporation and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder. The super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares. Under the MGCL, a person is not an “interested stockholder” if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. A corporation’s board of directors may provide that its approval is subject to compliance with any terms and conditions determined by it.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. As permitted by the MGCL, our board of directors has by resolution exempted business combinations between us and any person, provided that such business combination is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such person). Consequently, the five-year prohibition and the supermajority vote requirements will not apply to such business combinations. As a result, any person described above may be able to enter into business combinations with us that may not be in the best interest of our stockholders without compliance by us with the supermajority vote requirements and other provisions of the statute. This resolution, however, may be altered or repealed in whole or in part at any time by our board of directors. If this resolution is repealed, or our board of directors does not otherwise approve a business combination with a person, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Control Share Acquisitions

The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter, excluding shares of stock in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (1) the person that has made or proposed to make the control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares” are shares of voting stock which, if aggregated with all other such shares owned by the acquirer, or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (A) one-tenth or more but less than one-third, (B) one-third or more but less than a majority or (C) a majority or more of all voting power. Control shares do not include shares that the acquirer is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in MGCL), may compel the board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders’ meeting.

If voting rights are not approved at the meeting or if the acquirer does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of stockholders at which the voting rights of such shares are considered and not approved, or, if no such meeting is held, as of the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a stockholders’ meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, unless the corporation’s charter provides otherwise. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply to (1) shares acquired in a merger, consolidation or statutory share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our stock. There is no assurance that such provision will not be amended or eliminated at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits the board of directors of a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:

•a classified board of directors;

•a two-thirds vote requirement for removing a director;

•a requirement that the number of directors be fixed only by vote of the directors;

•a requirement that a vacancy on the board of directors be filled only by the remaining directors and, if the board of directors is classified, for the remainder of the full term of the class of directors in which the vacancy occurred; and

•a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

We have elected to be subject to the provisions of Subtitle 8 relating to a classified board of directors and the filling of vacancies on our board of directors. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require a two-thirds vote for the removal of any director from the board of directors, which removal will be allowed only for cause, (2) vest in the board of directors the exclusive power to fix the number of directorships, and (3) require, unless called by the chairman of our board of directors, our president, our chief executive officer or our board of directors, the written request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on any matter that may properly be considered at a meeting of stockholders in order to call a special meeting to act on such matter.

Advance Notice of Director Nominations and New Business

Our bylaws provide that nominations of individuals for election to the board of directors or proposals of other business may be made at an annual meeting (1) pursuant to our notice of meeting, (2) by or at the direction of our board of directors, or (3) by any stockholder of record both at the time of giving of notice pursuant to the bylaws and at the time of the annual meeting, 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 the advance notice procedures set forth in our bylaws. Our bylaws currently require the stockholder to provide notice to the secretary containing the information required by our bylaws not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to the board of directors may be made at a special meeting, (1) by or at the direction of the board of directors, or (2) provided that the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by any stockholder who is a holder of

record both at the time of giving of notice and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who complies with the notice procedures set forth in our bylaws. Such stockholder may nominate one or more individuals, as the case may be, for election as a director if the stockholder’s notice containing the information required by our bylaws is delivered to the secretary not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of (1) the 90th day prior to such special meeting or (2) the tenth day following the day on which public announcement is first made of the date of the special meeting and the proposed nominees of our board of directors to be elected at the meeting.

Indemnification and Limitation of Directors’ and Officers’ Liability

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law. This provision does not reduce the exposure of directors and officers to liability under federal or state securities laws, nor does it limit the stockholders’ ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us, although the equitable remedies may not be an effective remedy in some circumstances.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the appropriate standard of conduct was not met.

Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

•any present or former director or officer 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

•any individual who, while our director or officer and at our request, serves or has served as a director, officer, member, manager, partner or trustee 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.

Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of us or a predecessor of us.

We have entered into an indemnification agreement with each of our directors and officers, and certain former directors and officers, providing for indemnification of such directors and officers consistent with the provisions of our charter. The indemnification agreements provide that each indemnitee is entitled to

indemnification unless it is established that (1) the act or omission of an indemnitee was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (2) such indemnitee actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, such indemnitee had reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements further limit each indemnitee’s entitlement to indemnification in cases where (1) the proceeding was one by or in the right of us and such indemnitee was adjudged, in a final adjudication, to be liable to us, (2) such indemnitee was adjudged, in a final adjudication, to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to such indemnitee or (3) the proceeding was brought by such indemnitee, except in certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Exclusive Forum

Our bylaws provide that, unless we consent 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, is the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, 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 of our directors, officers or other employees to us or to our stockholders or (ii) any action asserting a claim against us or any of our directors or officers or other employees arising pursuant to any provision of the MGCL, our charter or our bylaws, or (c) any other action asserting a claim against us or any of our directors or officers or other employees that is governed by the internal affairs doctrine. Our bylaws also provide that, unless we consent in writing, none of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland and the federal district courts are, to the fullest extent permitted by law, the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Document

EXHIBIT 10.45

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

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

Recitals

A. Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021 pursuant to Section 2.2(b) of the Agreement. As of December 31, 2021, Buyer had received a response from Title Company as to only 19 of the 79 Buyer’s Title Notices. As a result, Buyer is not in position to issues the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.

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

Amendment

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

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

First Amendment to Agreement of Purchase and Sale

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

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

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

[Signature Pages Follow]

First Amendment to Agreement of Purchase and Sale

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

BUYER:

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

By:

Name: Michael Anderson

Title: Authorized Signatory

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name: Michael Anderson

Title: Authorized Signatory

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name: Michael Anderson

Title: Authorized Signatory

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name: Michael Anderson

Title: Authorized Signatory

[BUYER SIGNATURE PAGE]

First Amendment to Agreement of Purchase and Sale

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

First Amendment to Agreement of Purchase and Sale

COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

First Amendment to Agreement of Purchase and Sale

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Bowling Green KY, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

First Amendment to Agreement of Purchase and Sale

Document

EXHIBIT 10.46

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

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

Recitals

A. Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021 pursuant to Section 2.2(b) of the Agreement. As of January 14, 2022, Buyer had received a response from Title Company as to only 55 of the 79 Buyer’s Title Notices. As a result, Buyer is not in position to issues the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.

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

Amendment

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

(d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 14, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response

Second Amendment to Agreement of Purchase and Sale

49056452v1

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

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

[Signature Pages Follow]

Second Amendment to Agreement of Purchase and Sale

49056452v1

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

BUYER:

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

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Second Amendment to Agreement of Purchase and Sale

49056452v1

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

Second Amendment to Agreement of Purchase and Sale

49056452v1

COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

Second Amendment to Agreement of Purchase and Sale

49056452v1

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Bowling Green KY, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Second Amendment to Agreement of Purchase and Sale

49056452v1

Document

EXHIBIT 10.47

THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

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

Recitals

A. Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021, and two (2) Buyer’s Title Notices on January 11, 2022, pursuant to Section 2.2(b) of the Agreement. As of January 14, 2022, Buyer had received a response from Title Company as to only 60 of the 81 Buyer’s Title Notices. As a result, Buyer is not in position to issues the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement.

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

Amendment

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

(d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than 5:00 p.m. (MST) on January 19, 2022, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to

Second Amendment to Agreement of Purchase and Sale

49126031v1

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

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

[Signature Pages Follow]

Second Amendment to Agreement of Purchase and Sale

49126031v1

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

BUYER:

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

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Second Amendment to Agreement of Purchase and Sale

49126031v1

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

Second Amendment to Agreement of Purchase and Sale

49126031v1

COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

Second Amendment to Agreement of Purchase and Sale

49126031v1

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Bowling Green KY, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Second Amendment to Agreement of Purchase and Sale

49126031v1

Document

EXHIBIT 10.48

FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

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

Recitals

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

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

Amendment

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

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

Fourth Amendment to Agreement of Purchase and Sale

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

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

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

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

[Signature Pages Follow]

Fourth Amendment to Agreement of Purchase and Sale

49172499v1

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

BUYER:

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

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Fourth Amendment to Agreement of Purchase and Sale

49172499v1

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

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COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT BOWLING GREEN KY, LLC

By: Cole REIT Management V, LLC

a Delaware limited liability company,

its Manager

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

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Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Fourth Amendment to Agreement of Purchase and Sale

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Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Fourth Amendment to Agreement of Purchase and Sale

49172499v1

Document

EXHIBIT 10.49

FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, and as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of American Finance Operating Partnership, L.P., a Delaware limited partnership (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

Recitals

A. Buyer issued seventy-nine (79) Buyer’s Title Notices on December 17, 2021, and two (2) Buyer’s Title Notices on January 11, 2022, pursuant to Section 2.2(b) of the Agreement. As of January 21, 2022, Buyer had received no response or an incomplete response from Title Company as to a number of Buyer’s Title Notices. As a result, Buyer is not in position to issue the Buyer’s Critical Title Notice contemplated by Section 2.2(d) of the Agreement as to all Sites.

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

Amendment

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

(d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, (x) as to the Sites listed on the attached Schedule 2.2(x), by a written notice given to Seller not later than 5:00 p.m. (MST) on January 21, 2022, (y) as to the Sites listed on the attached Schedule 2.2(y), by a written notice given to Seller not later than 5:00 p.m. (MST) on January 28, 2022, and (z) as to the Sites listed on the attached Schedule 2.2(z), by a written notice given to Seller not later than 5:00 p.m. (MST) on February 4, 2022, either (1) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (2) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (1)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (each such notice, a “Buyer’s Critical Title

Fifth Amendment to Agreement of Purchase and Sale

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Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving each Buyer’s Critical Title Notice (each, a “Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in such Seller’s Critical Title Response, some or all of the Title Objection Matters in the applicable Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in the applicable Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving any Seller’s Critical Title Response (provided, in the event that any Seller’s Critical Title Response is given or due to be given fewer than five (5) Business Days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period), Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters.

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

[Signature Pages Follow]

Fifth Amendment to Agreement of Purchase and Sale

49198267v1

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

BUYER:

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

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Fifth Amendment to Agreement of Purchase and Sale

49198267v1

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

Fifth Amendment to Agreement of Purchase and Sale

49198267v1

COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT BOWLING GREEN KY, LLC

By: Cole REIT Management V, LLC

a Delaware limited liability company,

its Manager

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Fifth Amendment to Agreement of Purchase and Sale

49198267v1

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

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Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Fifth Amendment to Agreement of Purchase and Sale

49198267v1

SCHEDULE 2.2(x)

Carlisle Crossing

Crossroads Annex

Fourth Creek Landing

FreshThyme & DSW

Lafayette Pavilion

Market at Clifty Crossing

Mattress Firm & Aspen Dental

Mattress Firm & Five Guys

Mattress Firm & Panera Bread

Pecanland Plaza

Shippensburg Marketplace

Target Center

Tellico Village

Fifth Amendment to Agreement of Purchase and Sale

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SCHEDULE 2.2(y)

Beaver Creek Shopping Center

Blankenbaker Plaza

Brynwood Square

Cottonwood Commons

Crosspoint Shopping Center

Crossroads Commons

Darien Towne Centre

Derby Marketplace

Dick's PetSmart Center

Enid Crossing (and Detention Pond Parcel)

Evergreen Marketplace

Fairlane Green II

Fountain Square

Houma Crossing

Lawton Marketplace

Lord Salisbury

Mattress Firm & Kay Jewelers

McGowin Park

Melody Mountain

Nordstrom Rack FL-Tampa

North Lake Square

Owensboro Town Center

PetSmart & Old Navy

Plainfield Marketplace

Plaza San Mateo

Rolling Acres

Shoe Carnival & Buffalo Wild Wings

Shoppes at Stroud

Shoppes of Gary Farms

Shops at Abilene

Southwest Plaza

Summerfield Crossing

Sutters Creek

The Center at Hobbs Brook

The Market at Polaris

Triangle Town Place

Turfway Crossing

University Marketplace

Ventura Place

Wallace Commons II

Western Crossing

Westover Market

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SCHEDULE 2.2(z)

The Plant

The Marquis

HEB Center

Decatur Commons

Walgreens & Key Bank

Coventry Crossing

Bed, Bath & Beyond & Golfsmith

Waterford Park South

Stoneridge Village

Springfield Commons

Fresh Market Center

Harbour Town Center

Parkway Centre South

Poplar Springs

Albany Square

East West Commons

Morganton Heights

The Ridge at Turtle Creek

Tire Kingdom & Starbucks

Wal-Mart Neighborhood Market

Wallace Commons

Walgreens – Hunstville

Academy Sports – Valdosta

Almeda Crossing

Boston Commons

Terrell Mill Village

Fifth Amendment to Agreement of Purchase and Sale

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Document

EXHIBIT 10.50

February 9, 2022

Mr. Michael Anderson

American Finance Operating Partnership, L.P.

ARG SSSTRPA001, LLC

ARG SMSHPPA001, LLC

ARG CCCARPA001, LLC

c/o American Finance Trust, Inc.

650 Fifth Ave., 30th Floor

New York, NY 10019

Re: Earnout Leasing Activities under that certain Agreement of Purchase and Sale dated December 17, 2021 (as amended from time to time, the “Agreement”)

Dear Michael:

The undersigned parties are, collectively, the Seller under the Agreement. The addressees of this letter are, collectively, the Buyer under the Agreement. All capitalized terms used in this letter agreement not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.

Pursuant to Section 3.7 of the Agreement, Seller has agreed to undertake certain leasing activities with respect to the Property prior to Closing and, as to each New Lease executed in accordance with Section 3.7, the Allocated Purchase Price paid at the applicable Closing shall be increased as more particularly set forth in said Section 3.7.

Pursuant to Section 3.8 of the Agreement, Seller has agreed to undertake certain leasing activities on behalf of Buyer and the Property after Closing and, as to each Earnout Lease delivered by Seller to Buyer, Buyer shall pay to Seller the Earnout Amount as more particularly set forth in said Section 3.8. This letter agreement amends and supplements the terms and provisions of Sections 3.6, 3.7 and 3.8 of the Agreement with respect to the matters described herein.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1.Intentionally omitted.

2.As to the process by which New Leases are to be negotiated by Seller and certain Affiliates of Seller, including, without limitation, CREI Advisors, LLC, an Arizona limited liability company, its designated broker, Seller and Buyer agree that:

a.In the event Seller seeks Buyer’s consent (i) to a key deal term that is not consistent with market rents, concessions or term for properties similar to the applicable Site in the metropolitan statistical area in which the applicable Site is located, or (ii) for a change requested by the applicable Tenant that is, or may not be, commercially reasonable, Buyer shall provide its written response within five (5) days of its receipt of such request and may not unreasonably withhold or condition its consent. Any refusal or condition shall articulate with reasonable specificity the reason(s) therefore and likewise identify alternative provisions that would be acceptable to Buyer. In the event any such request is made by Seller prior to the Closing of the applicable Site, Buyer does not timely provide its written response in accordance with this clause (a) and such delay by Buyer results in such proposed New Lease not being executed by Seller prior to such Closing, such

Mr. Michael Anderson

February 9, 2022

Page 2

proposed New Lease shall automatically be deemed listed on the updated Pipeline List required to be delivered by Seller to Buyer prior to the applicable Closing and the Earnout Period shall be extended as to such New Lease on a day-for-day period equal to the number of days Buyer was delinquent in providing its written response. Similarly, in the event any such request is made by Seller after the Closing of the applicable Site and Buyer does not timely provide its written response in accordance with this clause (a), the Earnout Period shall be extended as to such New Lease on a day-for-day period equal to the number of days Buyer was delinquent in providing its written response.

b.Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing. After Closing, as to matters identified in the Pipeline List required to be delivered to Buyer prior to the applicable Closing, Seller shall control leasing negotiations as if it were still the owner of the applicable Site; provided, that (for the avoidance of doubt) Seller shall not have the right to negotiate or enter into any contracts, permits, licenses or other agreements, other than those leases on the Pipeline List, regardless of whether such other contract, permit, license or other agreement may impact one or more provisions of such leases (including, for example, contracts pertaining to architecture, design and construction matters and permitting). In the event Seller seeks Buyer’s consent to any matter pertaining to leasing activities during the Earnout Period or requires input from Buyer as to related permitting, architecture, design and/or construction matters, Buyer shall provide its written response within five (5) days of its receipt of such request and, to the extent consent is requested, may not unreasonably withhold or condition its consent. Any refusal or condition shall articulate with reasonable specificity the reason(s) therefore and likewise identify alternative provisions that would be acceptable to Buyer. The provisions applicable to delay set forth in subparagraph (a) above shall apply in the event of delay under this subparagraph (b). Buyer’s representatives shall be invited by Seller to participate in any call with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site, shall be invited to any in-person meeting with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site, and shall be copied on all correspondence (including e-mails) with any prospective Tenant or Governmental Authority with jurisdiction over the applicable Site.

c.After Closing, Buchalter, P.C. (“Buchalter”), and Kutak Rock, LLP (“Kutak”) will represent Buyer (and Seller, as Buyer’s agent pursuant hereto) as its leasing counsel notwithstanding the fact that Buchalter and Kutak have represented Seller in the sale of the Property pursuant to the Agreement. Each of Seller and Buyer hereby waive any conflict of interest that may result from such representation; provided, however, in the event of a dispute between Seller and Buyer related to the Agreement or this side letter, neither Buchalter nor Kutak may represent either Seller or Buyer in any such dispute.

Nothing contained in this letter agreement shall constitute a modification of any of the other terms and conditions of the Agreement and, in the event of any conflict between this letter agreement and the Agreement, the Agreement shall control.

This letter agreement may be executed in any number of counterparts each of which shall be deemed an original, but all such counterparts together shall constitute but one agreement.

Mr. Michael Anderson

February 9, 2022

Page 3

Very truly yours,

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

COLE MT LOUDON TN, LLC

a Delaware limited liability company

Mr. Michael Anderson

February 9, 2022

Page 4

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

Mr. Michael Anderson

February 9, 2022

Page 5

VEREIT MT Salisbury MD, LLC

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Bowling Green KY, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[Seller Signature Pages]

Mr. Michael Anderson

February 9, 2022

Page 6

Mr. Michael Anderson

February 9, 2022

Page 7

ACKNOWLEDGED AND CONSENTED TO BY BUYER:

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

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Document

EXHIBIT 10.51

SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This Sixth Amendment to Agreement of Purchase and Sale dated February 10, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022, and as further amended by that certain Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of The Necessary Retail REIT Operating Partnership, L.P., a Delaware limited partnership, f/k/a American Finance Operating Partnership, L.P. (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

Recitals

A. Seller and Buyer desire to amend the Agreement as set forth below.

Amendment

1. Notwithstanding anything to the contrary contained in the Agreement, as to the proposed partial surrender of the lease with current tenant Beall’s (the “Beall’s Lease”) and the New Lease with HomeGoods (the “HomeGoods New Lease”) at Summerfield Crossing in Riverview, Florida, Seller and Buyer agree as follows:

A.The Beall’s Lease (pursuant to which Beall’s currently occupies approximately 80,000 SF with term expiration of 4/30/2024) shall be downsized to approximately 52,873 SF with term extended to 4/30/2031 (as amended, the “Beall’s Amendment”);

B.Rent payable pursuant to the Beall’s Amendment, as to its approximately 52,873 SF premises pursuant to the foregoing clause (A), shall increase from $10.50/SF to +/- $11.50/SF on or about 8/1/2022;

C.The HomeGoods New Lease shall be for approximately 27,127 SF at +/- $13.50/SF for a term of at least ten-years; and

D. If (i) the HomeGoods New Lease and the Beall’s Amendment are executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the HomeGoods New Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case (x) Seller agrees to be responsible for $2,473,332 in Leasing Costs, in the aggregate for both the Beall’s Lease and the HomeGoods New Lease, and Buyer agrees to be responsible for the balance of the Leasing Costs associated with the Beall’s Lease and the HomeGoods New Lease, and (y) the rent under the Beall’s Lease (without giving effect to the

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

amendments described in the foregoing clauses (A) and (B)) allocable to the space which will be the premises under the HomeGoods New Lease shall be deducted from the determination of Earnout Income under the HomeGoods New Lease at a 9.50% cap rate instead of at the Cap Rate.

2. Notwithstanding anything to the contrary contained in the Agreement, as to the proposed removal of current, non-operating tenant Kohl’s and the New Leases with Conn’s (the “Conn’s New Lease”) and Club4Fitness (the “Club4Fitness New Lease”) at Houma Crossing in Houma, Louisiana, Seller and Buyer agree as follows:

A. The Kohl’s lease (pursuant to which Kohl’s currently occupies approximately 55,754 SF at $3.05/SF with term expiration 1/31/2034) shall be terminated given the co-tenancy failures its non-operation status causes, and Kohl’s shall pay a termination fee in the amount of $100,000 (which amount shall be paid entirely to Buyer);

B. The Conn’s New Lease shall be for approximately 30,000 SF at +/- $6.50/SF for a term of at least ten-years;

C. The Club4Fitness New Lease shall be for approximately 25,754 SF at +/- $10.00/SF for a term of at least ten-years; and

D. If (i) the Conn’s New Lease and/or the Club4Fitness New Lease is executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the Conn’s New Lease and/or the Club4Fitness New Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case the rent under the Kohl’s lease shall be deducted from the aggregate determination of Earnout Income under the Conn’s New Lease and Club4Fitness New Lease, and the cap rate used in the calculation of such Earnout Income shall be a 9.63% cap rate instead of the Cap Rate.

3. Notwithstanding anything to the contrary contained in the Agreement, as to the proposed expansion of current tenant H-E-B at H-E-B Center in Waxahachie, Texas, Seller and Buyer agree as follows:

A. The H-E-B lease (pursuant to which H-E-B currently occupies approximately 102,927 SF at $7.41/SF with term expiration 6/30/2027) shall be amended (as so amended, the “H-E-B Amended Lease”) to expand the H-E-B premises to approximately 117,000 SF at +/- $8.35/SF, with an initial annual base rent of $984,152, and to extend the term expiration date to not fewer than fourteen years from the date of such amendment; and

B. If (i) the H-E-B Amended Lease is executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the H-E-B Amended Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case the cap rate used in such calculation (and including the cap rate at which rent under the Existing Lease is deducted) shall be 5.11% instead of the Cap Rate.

4. Notwithstanding anything to the contrary contained in the Agreement, as to the proposed removal of current, non-operating tenant Fresh Market and the New Lease with

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

Northwestern Medical (the “Northwestern Medical New Lease”) at Fresh Market Center in Glen Ellyn, Illinois, Seller and Buyer agree as follows:

A. The Fresh Market lease (pursuant to which Fresh Market currently occupies approximately 20,300 SF at $18.24/SF with term expiration 2/28/2026) shall be terminated given the co-tenancy failures its non-operation status causes;

B. The Northwestern Medical New Lease shall be for approximately 20,300 SF at +/- $18.25/SF for a term of not less than twelve years; and

C. If (i) the Northwestern Medical New Lease is executed prior to the applicable Closing, the Allocated Purchase Price shall be increased as set forth in Section 3.7 of the Agreement, or (ii) the Northwestern Medical New Lease is an Approved Post-Closing Lease that is timely presented to Buyer for execution, the Earnout Amount shall be paid to Seller as set forth in Section 3.8, except that in either case the rent under the Fresh Market lease shall not be deducted from the determination of Earnout Income under the Northwestern Medical New Lease.

5. Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing.

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

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

[Signature Pages Follow]

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

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

BUYER:

The Necessary Retail REIT Operating Partnership, L.P.,
a Delaware limited partnership,
f/k/a American Finance Operating Partnership, L.P.

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT BOWLING GREEN KY, LLC

By: Cole REIT Management V, LLC

a Delaware limited liability company,

its Manager

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Sixth Amendment to Agreement of Purchase and Sale

49431911v1

Document

EXHIBIT 10.52

SEVENTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This Seventh Amendment to Agreement of Purchase and Sale dated February 11, 2022 (this “Amendment”) amends that certain Agreement of Purchase and Sale dated December 17, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 3, 2022, as further amended by that certain Second Amendment to Agreement of Purchase and Sale dated January 10, 2022, as further amended by that certain Third Amendment to Agreement of Purchase and Sale dated January 14, 2022, as further amended by that certain Fourth Amendment to Agreement of Purchase and Sale dated January 19, 2022, as further amended by that certain Fifth Amendment to Agreement of Purchase and Sale dated January 21, 2022, and as further amended by that certain Sixth Amendment to Agreement of Purchase and Sale dated February 10, 2022 (as amended, the “Agreement”) between each entity identified as a Seller on Schedule A attached to this Amendment (each a “Selling Entity” and jointly and severally, “Seller”) and each of The Necessary Retail REIT Operating Partnership, L.P., a Delaware limited partnership, f/k/a American Finance Operating Partnership, L.P. (“AFIN Buyer”), and, solely with respect to the acquisition of (i) the Site known as “Shoppes at Straud”, ARG SSSTRPA001, LLC, (ii) the Site known as “Shippensburg Marketplace”, ARG SMSHPPA001, LLC and (iii) the Site known as “Carlisle Crossing”, ARG CCCARPA001, LLC, each a Delaware limited liability company, as buyer (individually or collectively, as the context may require, “Buyer”), and, solely for purposes of Section 1.2(d) and Article 4 thereof, American Finance Trust, Inc.. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

Recitals

A. Seller and Buyer desire to amend the Agreement as set forth below.

Amendment

1.Section 3.4(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c)

(i) Seller will cause any Broker Listing Agreements and any Property Management Agreements to be terminated with respect to the Sites affected thereby prior to or as of the Closing Date for the subject Sites, and Seller will be solely responsible for any termination fees or other payments due under any such terminated agreements, unless such payments (typically for unpaid leasing commissions) constitute Leasing Costs otherwise allocated to Buyer under Section 3.6 below. After the expiration of the Diligence Period, Seller will not, without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed, enter into any new Broker Listing Agreement or amend or terminate any existing Broker Listing Agreement if the same would impose any obligation on Buyer after the Closing that is not credited to Buyer at such Closing. If Buyer fails to either give or expressly refuse such consent within five (5) Business Days after receiving the written request from Seller, such consent shall conclusively be deemed to have been given.

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

(ii) The parties acknowledge that the Broker Listing Agreements related to leasing activity contemplated by Section 3.8 below (each, a “Pipeline BLA”) will be terminated at each applicable Closing pursuant to the foregoing clause (i). Buyer agrees that Buyer shall, within five (5) days after each applicable Closing, enter into a brokerage listing agreement (each, a “New Pipeline BLA”) with respect to each site for which leasing activity is contemplated pursuant to Section 3.8 as follows: (x) each New Pipeline BLA shall be entered into with the same broker as was party to the applicable Pipeline BLA and on substantially the same form as the Pipeline BLA previously applicable to such Site, except as otherwise set forth herein, (y) Seller shall be authorized, under each New Pipeline BLA, to act as Buyer’s agent with respect to all leasing activities related to potential New Leases identified on the Pipeline List (as hereinafter defined) corresponding to such Site as well as any other potential New Leases otherwise approved by Buyer in accordance with this Agreement; provided, that Seller shall indemnify and hold Buyer harmless from and against any Claims arising from or in connection with any breach by Seller of any such Pipeline BLA including, without limitation, any exclusivity provision thereunder, and (z) each New Pipeline BLA may (at Buyer’s option) be limited to the New Leases, tenants and premises specified in the Pipeline List for such Site; provided, however, that Buyer shall not be deemed to be in breach of this clause (ii) if such New Pipeline BLA is not entered into within such five (5) day period as a result of a refusal or delay in execution on behalf of the applicable counterparty thereto.”

2.Nothing contained herein shall be deemed to modify any restrictions imposed by the terms and conditions of the Agreement on Seller’s leasing activities before or after Closing.

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

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

[Signature Pages Follow]

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

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

BUYER:

The Necessary Retail REIT Operating Partnership, L.P.,
a Delaware limited partnership,
f/k/a American Finance Operating Partnership, L.P.

By:

Name:

Title:

ARG SSSTRPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG SMSHPPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

ARG CCCARPA001, LLC,
a Delaware limited liability company

By:

Name:

Title:

[BUYER SIGNATURE PAGE]

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

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

SELLER:

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

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

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

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT ENID OK, LLC

VEREIT MT ELYRIA OH, LLC

COLE MT GAINESVILLE (DAWSONVILLE) GA, LLC

VEREIT MT RALEIGH (SUMNER) NC, LLC,

each, a Delaware limited liability company

By: CIM Income NAV Operating Partnership, LP,

a Delaware limited partnership,

their respective sole member

By: Cypress Merger Sub, LLC

a Maryland limited liability company

Its: General Partner

By:
Name: Nathan DeBacker
Its: Vice President

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

COLE MT LOUDON TN, LLC

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

By:
Name: Nathan DeBacker
Its: Vice President

ARCP MT BOWLING GREEN KY, LLC

By: Cole REIT Management V, LLC

a Delaware limited liability company,

its Manager

By:
Name: Nathan DeBacker
Its: Vice President

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

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

By:
Name: Nathan DeBacker
Title: Vice President

Cole MT Albany GA, LLC

ARCP MT Houston TX, LLC

Cole MT Beavercreek OH, LLC

Cole MT Schaumburg IL, LLC

ARCP MT Louisville KY, LLC

ARCP MT Rockford IL, LLC

ARCP MT Carlisle PA, LLC

Cole MT Albuquerque NM, LLC

Cole MT Coventry RI, LLC

ARCP MT Hagerstown MD, LLC

Cole MT Lafayette LA, LLC

Cole MT Plover WI, LLC

Cole MT Darien IL, LLC

Cole MT Decatur AL, LLC

Cole MT Derby KS, LLC

VEREIT MT Oshkosh WI, LLC

ARCP MT Austell GA, LLC

Cole MT Evergreen Park, IL, LLC

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

Cole DET Evergreen IL, LLC

Cole MT Brookfield WI, LLC

Cole MT Statesville NC, LLC

ARCP MT Glen Ellyn IL, LLC

ARCP MT Fort Wayne IN, LLC

ARCP MT Manitowoc WI, LLC

Cole MT Waxahachie TX, LLC

ARCP MT Houma LA, LLC

ARCP MT Lafayette IN, LLC

ARCP MT Lawton OK, LLC

VEREIT MT Salisbury MD, LLC

ARCP MT Columbus IN, LLC

ARCP MT Vienna WV, LLC

ARCP MT Muskegon MI, LLC

VEREIT MT Ashtabula OH, LLC

Cole MT Mobile AL, LLC

VEREIT MT Ashland KY, LLC

ARCP MT Morganton NC, LLC

Cole NR Tampa FL, LLC

Cole MT Reynoldsburg OH, LLC

VEREIT MT Owensboro KY, LLC

Stringtown South, LLC

ARCP MT Monroe LA, LLC

VEREIT MT Plainfield IL, LLC

Cole MT Albuquerque (San Mateo) NM, LLC

Cole MT Duncan SC, LLC

VEREIT MT Lady Lake FL, LLC

ARCP MT Shippensburg PA, LLC

ARCP MT Salina KS, LLC

ARCP MT Stroudsburg PA, LLC

ARCP MT Abilene TX, LLC

ARCP MT Springfield IL, LLC

ARCP MT Springfield OH, LLC

ARCP MT Jefferson City MO, LLC

Cole MT Riverview FL, LLC

Cole MT Rocky Mount NC, LLC

Cole MT Columbia SC, LLC

Cole MT Marietta Ga, LLC

VEREIT MT Sturbridge MA, LLC

Cole MT Columbus OH, LLC

Cole MT Williamsburg VA, LLC

ARCP MT Hattiesburg MS, LLC

ARCP MT Mount Pleasant SC, LLC

ARCP MT Florence KY, LLC

Cole MT Marion IN, LLC

ARCP MT Albuquerque NM, LLC

Cole MT Newburgh NY, LLC

Cole MT Salisbury NC, LLC

Cole MT Salisbury (Wallace Commons II) NC, LLC

VEREIT MT Summerville SC, LLC

Cole MT Clarksville IN, LLC

Cole MT Jacksonville NC, LLC

Cole MT San Antonio (Highway 151) TX, LLC

ARCP MT Springfield MA, LLC

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

Cole AS Valdosta GA, LLC

Cole WG Huntsville AL, LLC

[SELLER SIGNATURE PAGES]

Seventh Amendment to Agreement of Purchase and Sale

49431911v1

Document

EXHIBIT 21.1

Subsidiaries of American Finance Trust, Inc.


Name			Jurisdiction of Formation/Incorporation
55 Corporate Drive Condominium Association, LLC			New Jersey
AFN ABSPROP001, LLC			Delaware
AFN ABSPROP001-A, LLC			Delaware
AFN ABSPROP001-B, LLC			Delaware
American Finance Operating Partnership, L.P.			Delaware
ARC AAANGIN001, LLC			Delaware
ARC AABNLFL001, LLC			Delaware
ARC AATNTMA001, LLC			Delaware
ARC AAWSNGA001, LLC			Delaware
ARC ABHNDMS001, LLC			Delaware
ARC AMWNRKY001, LLC			Delaware
ARC ARERIPA001, LLC			Delaware
ARC ARVIRMN001, LLC			Delaware
ARC ASANDSC001, LLC			Delaware
ARC ASCGRMO001, LLC			Delaware
ARC AZCROMI001, LLC			Delaware
ARC AZCTOLA001, LLC			Delaware
ARC AZTMPGA001, LLC			Delaware
ARC BBLVSNV001, LLC			Delaware
ARC BFFTMFL001, LLC			Delaware
ARC BHTVCMI001, LLC			Delaware
ARC BKMST41001, LLC			Delaware
ARC CBDTNPA001, LLC			Delaware
ARC CBLDLPA001, LLC			Delaware
ARC CBLMAPA001, LLC			Delaware
ARC CBPHLPA001, LLC			Delaware
ARC CBPHLPA002, LLC			Delaware
ARC CBPHLPA003, LLC			Delaware
ARC CBPHLPA004, LLC			Delaware
ARC CBRBRPA001, LLC			Delaware
ARC CBWNEPA001, LLC			Delaware
ARC CHLKJTX001, LLC			Delaware
ARC CHVCTTX001, LLC			Delaware
ARC CKMST19001, LLC			Delaware
ARC CLORLFL001, LLC			Delaware
ARC CPFAYNC001, LLC			Delaware
ARC CPOKCOK001, LLC			Delaware


ARC CTCHRNC001, LLC			Delaware
ARC CVANSAL001, LLC			Delaware
ARC CVDETMI001, LLC			Delaware
ARC CVHYKMA001, LLC			Delaware
ARC DB5PROP001, LLC			Delaware
ARC DB5SAAB001, LLC			Delaware
ARC DGATHMI001, LLC			Delaware
ARC DGBGLLA001, LLC			Delaware
ARC DGBKHMS001, LLC			Delaware
ARC DGBNBGA001, LLC			Delaware
ARC DGCHEOK001, LLC			Delaware
ARC DGCMBMS001, LLC			Delaware
ARC DGDNDLA001, LLC			Delaware
ARC DGDVLLA001, LLC			Delaware
ARC DGFHLLA001, LLC			Delaware
ARC DGFLRMI001, LLC			Delaware
ARC DGFRTMS001, LLC			Delaware
ARC DGFTSAR001, LLC			Delaware
ARC DGGNWLA001, LLC			Delaware
ARC DGGSBVA001, LLC			Delaware
ARC DGGVLMS002, LLC			Delaware
ARC DGHBKLA001, LLC			Delaware
ARC DGHDNMI001, LLC			Delaware
ARC DGHTGWV001, LLC			Delaware
ARC DGHTSAR001, LLC			Delaware
ARC DGLAFTN001, LLC			Delaware
ARC DGLCRMN002, LLC			Delaware
ARC DGMBLAR001, LLC			Delaware
ARC DGMKNMI001, LLC			Delaware
ARC DGMRALA001, LLC			Delaware
ARC DGMSNTX002, LLC			Delaware
ARC DGNTALA001, LLC			Delaware
ARC DGRLFMS001, LLC			Delaware
ARC DGRSEMI001, LLC			Delaware
ARC DGRYLAR001, LLC			Delaware
ARC DGSRBMO001, LLC			Delaware
ARC DGSTNVA001, LLC			Delaware
ARC DGSVNMO001, LLC			Delaware
ARC DGTLSLA001, LLC			Delaware
ARC DGVDRTX001, LLC			Delaware
ARC DGVNLTN001, LLC			Delaware
ARC DGWPTMS001, LLC			Delaware
ARC DGWRNIN001, LLC			Delaware


ARC DGWSNNY001, LLC			Delaware
ARC FDBRNLA001, LLC			Delaware
ARC FDBTLKY001, LLC			Delaware
ARC FDCHLID001, LLC			Delaware
ARC FDCRLMO001, LLC			Delaware
ARC FDDNVAR001, LLC			Delaware
ARC FDDXRNM001, LLC			Delaware
ARC FDFNTPA001, LLC			Delaware
ARC FDHCRTX001, LLC			Delaware
ARC FDKRMCO001, LLC			Delaware
ARC FDOCYLA001, LLC			Delaware
ARC FDPLSTX001, LLC			Delaware
ARC FDWLDCO001, LLC			Delaware
ARC FEBSMND001, LLC			Delaware
ARC FECNBIA001, LLC			Delaware
ARC FEEGLWI001, LLC			Delaware
ARC FEGRFND001, LLC			Delaware
ARC FELELMS001, LLC			Delaware
ARC FESOUIA001, LLC			Delaware
ARC FEWAUWI001, LLC			Delaware
ARC FEWTNSD001, LLC			Delaware
ARC FLCLTNC001, LLC			Delaware
ARC FMMTCNJ001, LLC			Delaware
ARC FMMTVAL001, LLC			Delaware
ARC FMSNHPA001, LLC			Delaware
ARC HR5BEIL001, LLC			Delaware
ARC HR5BIAL001, LLC			Delaware
ARC HR5BPMN001, LLC			Delaware
ARC HR5CSAL001, LLC			Delaware
ARC HR5CSMA002, LLC			Delaware
ARC HR5CURI001, LLC			Delaware
ARC HR5CVGA001, LLC			Delaware
ARC HR5DOGA001, LLC			Delaware
ARC HR5GAGA001, LLC			Delaware
ARC HR5GASC001, LLC			Delaware
ARC HR5GAVA001, LLC			Delaware
ARC HR5GBNC001, LLC			Delaware
ARC HR5GRSC001, LLC			Delaware
ARC HR5HASC001, LLC			Delaware
ARC HR5HOWI001, LLC			Delaware
ARC HR5HPNY001, LLC			Delaware
ARC HR5MSSE001, LLC			Delaware
ARC HR5PEGA001, LLC			Delaware


ARC HR5PISC001, LLC			Delaware
ARC HR5SINJ001, LLC			Delaware
ARC HR5SLUT001, LLC			Delaware
ARC HR5SNFI001 SPE, LLC			Delaware
ARC HR5SNFI001, LLC			Delaware
ARC HR5SOCT001, LLC			Delaware
ARC HR5SSMA001, LLC			Delaware
ARC HR5SSMA002, LLC			Delaware
ARC HR5SSMA003, LLC			Delaware
ARC HR5SSRI001, LLC			Delaware
ARC HR5STP1001, LLC			Delaware
ARC HR5STP1002, LLC			Delaware
ARC HR5STP2001, LLC			Delaware
ARC HR5STP2002, LLC			Delaware
ARC HR5STP3001, LLC			Delaware
ARC HR5STP3002, LLC			Delaware
ARC HR5VAGA001, LLC			Delaware
ARC HR5ZUMN001, LLC			Delaware
ARC JCHUSTX001, LLC			Delaware
ARC JCLOUKY001, LLC			Delaware
ARC JCWSTCO001, LLC			Delaware
ARC LCROWTX001, LLC			Delaware
ARC LWAKNSC001, LLC			Delaware
ARC LWFYTNC001, LLC			Delaware
ARC LWMCNGA001, LLC			Delaware
ARC LWNBNNC001, LLC			Delaware
ARC LWRMTNC001, LLC			Delaware
ARC MCLVSNV001, LLC			Delaware
ARC MFAKNSC001, LLC			Delaware
ARC MFFNCAL001, LLC			Delaware
ARC MFHLDMI001, LLC			Delaware
ARC MFKXVTN002, LLC			Delaware
ARC MFMCDGA001, LLC			Delaware
ARC MFMDNID001, LLC			Delaware
ARC MFSGWMI001, LLC			Delaware
ARC MFTSEFL002, LLC			Delaware
ARC MFVALGA001, LLC			Delaware
ARC NCCHRNC001, LLC			Delaware
ARC NLLKLFL001, LLC			Delaware
ARC NPHUBOH001, LLC			Delaware
ARC NTMNDIL001, LLC			Delaware
ARC NTSNTTX001, LLC			Delaware
ARC NWNCHSC001, LLC			Delaware


ARC ORMNTWI001, LLC			Delaware
ARC PCBIRAL001, LLC			Delaware
ARC PRLAWKS001, LLC			Delaware
ARC PSFKFKY001 TRS, LLC			Delaware
ARC PSFKFKY001, LLC			Delaware
ARC PTSBGIL001, LLC			Delaware
ARC PTSCHIL001, LLC			Delaware
ARC QSOKCOK001, LLC			Delaware
ARC RBASHNC001, LLC			Delaware
ARC Retail TRS Holdco, LLC			Delaware
ARC RGCHRNC001, LLC			Delaware
ARC SMWMBFL001, LLC			Delaware
ARC SPSANTX001, LLC			Delaware
ARC SQMONPA001, LLC			Delaware
ARC SRTULOK001, LLC			Delaware
ARC SSSDLLA001, LLC			Delaware
ARC SSSEBFL001 TRS, LLC			Delaware
ARC SSSEBFL001, LLC			Delaware
ARC SWHOUTX001, LLC			Delaware
ARC SWWCHOH001 TRS, LLC			Delaware
ARC SWWCHOH001, LLC			Delaware
ARC SWWMGPA001, LLC			Delaware
ARC TCMESTX001, LLC			Delaware
ARC TKLWSFL001, LLC			Delaware
ARC TMMONPA001, LLC			Delaware
ARC TPEGPTX001, LLC			Delaware
ARC TSHRLKY001, LLC			Delaware
ARC TSHTNMI001, LLC			Delaware
ARC TSKCYMO001, LLC			Delaware
ARC TSVRNCT001, LLC			Delaware
ARC WEMPSMN001, LLC			Delaware
ARC WGBEATX001, LLC			Delaware
ARC WGGLTWY001, LLC			Delaware
ARC WGLNSMI001, LLC			Delaware
ARC WGOKCOK001, LLC			Delaware
ARC WGPNBAR001, LLC			Delaware
ARC WGTKRGA001, LLC			Delaware
ARC WGWFDMI001, LLC			Delaware
ARG 1CBHGNJ001, LLC			Delaware
ARG AA12PCK001, LLC			Delaware
ARG AA14PCK001, LLC			Delaware
ARG AACLMOH 001, LLC			Delaware
ARG AASDYMI001, LLC			Delaware


ARG ATCHTTN001, LLC			Delaware
ARG BE23PROP01, LLC			Delaware
ARG BE23PROP02, LLC			Delaware
ARG BHCLMSC001, LLC			Delaware
ARG BHELKNV001, LLC			Delaware
ARG BHJCKFL001, LLC			Delaware
ARG BHSLPLA001, LLC			Delaware
ARG BJMBHOH001, LLC			Delaware
ARG BKPNVLA001, LLC			Delaware
ARG CA2PSLB001, LLC			Delaware
ARG CCFAYNC001, LLC			Delaware
ARG CCLTZFL001, LLC			Delaware
ARG CCNLVTX001, LLC			Delaware
ARG CCTMPFL001, LLC			Delaware
ARG CHDUBGA001, LLC			Delaware
ARG CHMCHIL001, LLC			Delaware
ARG CHMCPIL001, LLC			Delaware
ARG CKHARTX001, LLC			Delaware
ARG CKLRDTX001, LLC			Delaware
ARG CKLRDTX002, LLC			Delaware
ARG CKLRDTX003, LLC			Delaware
ARG CKRGNTX001, LLC			Delaware
ARG CKWSLTX001, LLC			Delaware
ARG CURTSMI001, LLC			Delaware
ARG DDBLVTN001, LLC			Delaware
ARG DDBRVTN001, LLC			Delaware
ARG DDEPOTX001, LLC			Delaware
ARG DDFLTMI001, LLC			Delaware
ARG DDGRDMI001, LLC			Delaware
ARG DDHBLTX001, LLC			Delaware
ARG DDHUSTX001, LLC			Delaware
ARG DGASUIL001, LLC			Delaware
ARG DGBRKGA001, LLC			Delaware
ARG DGBRWKY001, LLC			Delaware
ARG DGCLKSIA001, LLC			Delaware
ARG DGCSTKY001, LLC			Delaware
ARG DGCTSMI001, LLC			Delaware
ARG DGDVLAL001, LLC			Delaware
ARG DGDWTNY001, LLC			Delaware
ARG DGEBRAL001, LLC			Delaware
ARG DGELKKY001, LLC			Delaware
ARG DGFLSKY001, LLC			Delaware
ARG DGFMCIL001, LLC			Delaware


ARG DGFRMNY001, LLC			Delaware
ARG DGGDDNY001, LLC			Delaware
ARG DGHARMI001, LLC			Delaware
ARG DGKNGNY001, LLC			Delaware
ARG DGKRHNY001, LLC			Delaware
ARG DGLCNMI001, LLC			Delaware
ARG DGLGRGA001, LLC			Delaware
ARG DGLGRGA002, LLC			Delaware
ARG DGMBLAL001, LLC			Delaware
ARG DGMDVTN001, LLC			Delaware
ARG DGMMVLTN001, LLC			Delaware
ARG DGMORMN001, LLC			Delaware
ARG DGNPTTN001, LLC			Delaware
ARG DGOTGNY001, LLC			Delaware
ARG DGPOTIL001, LLC			Delaware
ARG DGPRSNY001, LLC			Delaware
ARG DGRDLAL001, LLC			Delaware
ARG DGSDLKY001, LLC			Delaware
ARG DGSUMIL001, LLC			Delaware
ARG DGTABIL001, LLC			Delaware
ARG DGUTCNY001, LLC			Delaware
ARG DGVLYAL001, LLC			Delaware
ARG DGWASIL001, LLC			Delaware
ARG DGWTMAL001, LLC			Delaware
ARG DI51PCK001, LLC			Delaware
ARG DNMGCIN001, LLC			Delaware
ARG FEBRNMN001, LLC			Delaware
ARG FECSPWY001, LLC			Delaware
ARG FERLLMO001, LLC			Delaware
ARG FM16PCK001, LLC			Delaware
ARG FMABNME001, LLC			Delaware
ARG FMALXLA001, LLC			Delaware
ARG FMATHTX001, LLC			Delaware
ARG FMBKHMS001, LLC			Delaware
ARG FMCHIIL001, LLC			Delaware
ARG FMCMGGA001, LLC			Delaware
ARG FMCTVMS001, LLC			Delaware
ARG FMDADAL001, LLC			Delaware
ARG FMEKVTN001, LLC			Delaware
ARG FMETPAL001, LLC			Delaware
ARG FMGFBFL001, LLC			Delaware
ARG FMGRDMI001, LLC			Delaware
ARG FMIDBOK001, LLC			Delaware


ARG FMJCKAL001, LLC			Delaware
ARG FMJCKFL001, LLC			Delaware
ARG FMMRVAL001, LLC			Delaware
ARG FMNEWMS001, LLC			Delaware
ARG FMPDTSC001, LLC			Delaware
ARG FMPGIMS001, LLC			Delaware
ARG FMPHIMS001, LLC			Delaware
ARG FMSKSMO001, LLC			Delaware
ARG FMTALAL001, LLC			Delaware
ARG FMTMVAL001, LLC			Delaware
ARG FMTYLTX001, LLC			Delaware
ARG GPM32PK001, LLC			Delaware
ARG HD4PSLB001, LLC			Delaware
ARG IM 13PKSLB001, LLC			Delaware
ARG IM12PKSLB001, LLC			Delaware
ARG JAFPTIL001, LLC			Delaware
ARG KGOMHNE001, LLC			Delaware
ARG KK10PCK001, LLC			Delaware
ARG LCFLTMI001, LLC			Delaware
ARG LDBHRMI001, LLC			Delaware
ARG MC11SLB001, LLC			Delaware
ARG MCWSLB001, LLC			Delaware
ARG ME19PCK001, LLC			Delaware
ARG MEAKDAR001, LLC			Delaware
ARG MEARLAL001, LLC			Delaware
ARG MEBDWGA001, LLC			Delaware
ARG MEBFDGA001, LLC			Delaware
ARG MECANGA001, LLC			Delaware
ARG MECANGA002, LLC			Delaware
ARG MECBTAR001, LLC			Delaware
ARG MECLLAL001, LLC			Delaware
ARG MECLLAL002, LLC			Delaware
ARG MECMGGA001, LLC			Delaware
ARG MECNLGA001, LLC			Delaware
ARG MECRNAR001, LLC			Delaware
ARG MECTNSC001, LLC			Delaware
ARG MECTWGA001, LLC			Delaware
ARG MEDGVGA001, LLC			Delaware
ARG MEELDAR001, LLC			Delaware
ARG MEELDAR002, LLC			Delaware
ARG MEELDAR003, LLC			Delaware
ARG MEELJGA001, LLC			Delaware
ARG MEEVAAL001, LLC			Delaware


ARG MEFDCAR001, LLC			Delaware
ARG MEGHPAL001, LLC			Delaware
ARG MEHGVGA001, LLC			Delaware
ARG MEHMRGA001, LLC			Delaware
ARG MEHNTAL001, LLC			Delaware
ARG MEHNTAL002, LLC			Delaware
ARG MEHNTAL003, LLC			Delaware
ARG MEHOPAR001, LLC			Delaware
ARG MEHZNAR001, LLC			Delaware
ARG MEJSPGA001, LLC			Delaware
ARG MEMCVGA001, LLC			Delaware
ARG MENTLMS001, LLC			Delaware
ARG MEONNAL001, LLC			Delaware
ARG MEOWCAL001, LLC			Delaware
ARG MEPHCAL001, LLC			Delaware
ARG MERDBAL001, LLC			Delaware
ARG MERDBAL003, LLC			Delaware
ARG MERSSAL001, LLC			Delaware
ARG MERSTLA001, LLC			Delaware
ARG MERVDGA001, LLC			Delaware
ARG MESMOAR001, LLC			Delaware
ARG MESMVGA001, LLC			Delaware
ARG MESRCAR001, LLC			Delaware
ARG METOCGA001, LLC			Delaware
ARG METOCGA002, LLC			Delaware
ARG METRNGA001, LLC			Delaware
ARG MEVNAAL001, LLC			Delaware
ARG MEWSKGA001, LLC			Delaware
ARG MEWSKGA002, LLC			Delaware
ARG MEWSKGA003, LLC			Delaware
ARG OCPOOL2001, LLC			Delaware
ARG OCPOOL4001, LLC			Delaware
ARG PH14SLB001, LLC			Delaware
ARG PH17SLB001, LLC			Delaware
ARG PH31SLB001, LLC			Delaware
ARG PHCHRNC002, LLC			Delaware
ARG PHCMBOH001, LLC			Delaware
ARG PHCMBOH002, LLC			Delaware
ARG PHGTNNC001, LLC			Delaware
ARG PHMDLTX001, LLC			Delaware
ARG PHNLXOH001, LLC			Delaware
ARG PHNTNNC001, LLC			Delaware
ARG PHWSVOH001, LLC			Delaware


ARG PHZSVOH001, LLC			Delaware
ARG SBTLHFL001, LLC			Delaware
ARG SBTLHFL002, LLC			Delaware
ARG SBTLHFL003, LLC			Delaware
ARG SNBLXMS001, LLC			Delaware
ARG SNCLLMS001, LLC			Delaware
ARG SNELLMS001, LLC			Delaware
ARG SNGLFMS001, LLC			Delaware
ARG SNGLFMS002, LLC			Delaware
ARG SNGLFMS003, LLC			Delaware
ARG SNHTTMS001, LLC			Delaware
ARG SNLNBMS001, LLC			Delaware
ARG SNLTHFL001, LLC			Delaware
ARG SNMGEMS001, LLC			Delaware
ARG SNPLCFL001, LLC			Delaware
ARG SNPRVMS001, LLC			Delaware
ARG SNPTLMS001, LLC			Delaware
ARG SNRBRAL001, LLC			Delaware
ARG SNRVRFL001, LLC			Delaware
ARG SNRVRFL002, LLC			Delaware
ARG SNTSCAL001, LLC			Delaware
ARG SNTYLMS001, LLC			Delaware
ARG SNWCHFL001, LLC			Delaware
ARG SNWDVMS001, LLC			Delaware
ARG SNWVLMS001, LLC			Delaware
ARG SNWYNMS001, LLC			Delaware
ARG TJCNTKS001, LLC			Delaware
ARG TJCRKIA001, LLC			Delaware
ARG TJCRLIA001, LLC			Delaware
ARG TJINDMO001, LLC			Delaware
ARG TJMNHID001, LLC			Delaware
ARG TJNMKMN001, LLC			Delaware
ARG TJSPRMN001, LLC			Delaware
ARG TSAMCGA001, LLC			Delaware
ARG TSCDZOH001, LLC			Delaware
ARG TSCTLAZ001, LLC			Delaware
ARG TSFLDSD001, LLC			Delaware
ARG TSHZNND001, LLC			Delaware
ARG TSNCDOK001, LLC			Delaware
ARG TSSCRNM001, LLC			Delaware
ARG WLGREFI001, LLC			Delaware
ARG WO19PCK001, LLC			Delaware


Genie Acquisition, LLC			Delaware
RAC LAND, LLC			Delaware

ARG NCD5PCK001, LLC Delaware

ARG AACLMOH001, LLC Delaware

ARG TASLDLA001, LLC Delaware

ARG DG17PCK001, LLC Delaware

ARG PSFKNWI001, LLC Delaware

ARG TW15PCK001, LLC Delaware

ARG IRL2SLB001, LLC Delaware

ARG ARDRDLA001, LLC Delaware

ARG AR16PCK001, LLC Delaware

ARG FG7PSLB001, LLC Delaware

ARG HFH6SLB001, LLC Delaware

ARG ASSLDLA001, LLC Delaware

ARG AASDYMI001, LLC Delaware

ARG BCBEAOH001, LLC Delaware

ARG BSROCIL001, LLC Delaware

ARG CCCARPA001, LLC Delaware

ARG CRHAGMD001, LLC Delaware

ARG CALAFLA001, LLC Delaware

ARG CCPLOWI001, LLC Delaware

ARG DCDARIL001, LLC Delaware

ARG DMDERKS001, LLC Delaware

ARG DPOSHWI001, LLC Delaware

ARG ECENIOK001, LLC Delaware

ARG EMEVGIL001, LLC Delaware

ARG FGALPMI001, LLC Delaware

ARG FSBROWI001, LLC Delaware

ARG FTFTWIN001, LLC Delaware

ARG NRTAMFL001, LLC Delaware

ARG HEWAXTX001, LLC Delaware

ARG MAWILVA001, LLC Delaware

ARG PSREYOH001, LLC Delaware

ARG WCSALNC001, LLC Delaware

ARG FCSTANC001, LLC Delaware

ARG PLSAJCA001, LLC Delaware

ARG BBSCHIL001, LLC Delaware

ARG UMMARIN001, LLC Delaware

ARG WMSANTX001, LLC Delaware

ARG WSCLAIN001, LLC Delaware

ARG SCRIVFL001, LLC Delaware

ARG PSSPASC001, LLC Delaware

ARG DCDECAL001, LLC Delaware

ARG CCALBNM001, LLC Delaware

ARG WGNEWNY001, LLC Delaware

ARG CCCOVRI001, LLC Delaware

ARG MPCOLOH001, LLC Delaware

ARG SCROCNC001, LLC Delaware

ARG TACOLSC001, LLC Delaware

ARG TMMARGA001, LLC Delaware

ARG WCSLNNC001, LLC Delaware

ARG ASALBGA001, LLC Delaware

ARG PSALBNM001, LLC Delaware

ARG TCFLOKY001, LLC Delaware

ARG SVJEFMO001, LLC Delaware

ARG ACHOUTX001, LLC Delaware

ARG BCSPRMA001, LLC Delaware

ARG SSSTRPA001, LLC Delaware

ARG MFMUSMI001, LLC Delaware

ARG SCSPFOH001, LLC Delaware

ARG MFVIEWV001, LLC Delaware

ARG SPSPRIL001, LLC Delaware

ARG SMSHPPA001, LLC Delaware

ARG CCCARPA001, LLC Delaware

ARG FMGLEIL001, LLC Delaware

ARG EWAUSGA001, LLC Delaware

ARG MCCOLIN001, LLC Delaware

ARG LPLAFIN001, LLC Delaware

ARG MHMORNC001, LLC Delaware

ARG TCHATMS001, LLC Delaware

ARG HTMANWI001, LLC Delaware

ARG VPALBNM001, LLC Delaware

ARG MMASHKY001, LLC Delaware

ARG TSMTPSC001, LLC Delaware

ARG WASUMSC001, LLC Delaware

ARG PPMONLA001, LLC Delaware

ARG PMPLAIL001, LLC Delaware

ARG OTOWEKY001, LLC Delaware

ARG LSSALMD001, LLC Delaware

ARG MKASHOH001, LLC Delaware

ARG HBSTUMA001, LLC Delaware

ARG RALLAFL001, LLC Delaware

ARG PCGROOH001, LLC Delaware

ARG MGMOBAL001, LLC Delaware

ARG HCHOULA001, LLC Delaware

ARG BPLOUKY001, LLC Delaware

ARG LMLAWOK001, LLC Delaware

ARG GFBOGKY001, LLC Delaware

ARG SAABITX001, LLC Delaware

ARG SBSALKS001, LLC Delaware

ARG DMDERKS001, LLC Delaware

ARG WCJACNC001, LLC Delaware

ARG TVLOUTN001, LLC Delaware

ARG MPELYOH001, LLC Delaware

ARG TTRALNC001, LLC Delaware

ARG NLGAIGA001, LLC Delaware

ARG ASVALGA001, LLC Delaware

ARG WGHUNAL001, LLC Delaware

Document

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3ASR (No. 333-258562), Form S-3DPOS (No. 333-210532), and Form S-8 (No. 333-227189) of The Necessity Retail REIT, Inc. of our report dated February 24, 2022 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 24, 2022

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Edward M. Weil, Jr., certify that:

1.I have reviewed this Annual Report on Form 10-K of The Necessity Retail REIT, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated this 24th day of February, 2022						/s/ Edward M. Weil, Jr.
						Edward M. Weil, Jr.
						Chief Executive Officer and President
						(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jason F. Doyle, certify that:

1.I have reviewed this Annual Report on Form 10-K of The Necessity Retail REIT, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated this 24th day of February, 2022						/s/ Jason F. Doyle
						Jason F. Doyle
						Chief Financial Officer, Treasurer and Secretary
						(Principal Financial Officer and Principal Accounting Officer)

Document

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of The Necessity Retail REIT, Inc. (the “Company”), each hereby certify as follows:

The Annual Report on Form 10-K of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 24th day of February, 2022


			/s/ Edward M. Weil, Jr.
			Edward M. Weil, Jr.
			Chief Executive Officer and President
			(Principal Executive Officer)



			/s/ Jason F. Doyle
			Jason F. Doyle
			Chief Financial Officer, Treasurer and Secretary
			(Principal Financial Officer and Principal Accounting Officer)

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