Exhibit 10.1


 





FOURTH AMENDMENT


TO


SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP


OF GLOBAL NET LEASE OPERATING PARTNERSHIP,
L.P.


 


THIS FOURTH
AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this
“Amendment”), dated as of March 23, 2018, is entered into by GLOBAL NET LEASE, INC., a Maryland corporation
(the “General Partner”), as general partner of GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Maryland limited
partnership (the “Partnership”), for itself and on behalf of any limited partners of the Partnership.


 


WHEREAS,
the Second Amended and Restated Agreement of Limited Partnership of the Partnership was entered into on June 2, 2015 (as now or
hereafter amended, restated, modified, supplemented or replaced, the “Partnership Agreement”);


 


WHEREAS,
on September 11, 2017, the General Partner, for itself and on behalf of any limited partners of the Partnership, entered into the
Second Amendment to the Partnership Agreement (the “Second Amendment”) to set forth the designations, allocations,
preferences, conversion and other special rights, powers and duties of a new series of Preferred Units (as defined in the Second
Amendment) of the Partnership designated the “7.25% Series A Cumulative Redeemable Preferred Units” (the “Series
A Preferred Units”);


 


WHEREAS,
the Third Amended and Restated Agreement of Limited Partnership of the Partnership was entered into on December 15, 2017 (as now
or hereafter amended, restated, modified, supplemented or replaced, the Partnership Agreement);


 


WHEREAS,
the Series A Preferred Units were created and were initially issued in conjunction with the General Partner’s initial issuance
and sale of shares of its 7.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series
A Preferred Stock”), and, as such, the Series A Preferred Units are intended to have designations, preferences and other
rights and terms that are substantially the same as those of the Series A Preferred Stock, all such that the economic interests
of the Series A Preferred Units and the Series A Preferred Stock are substantially similar;


 


WHEREAS,
on September 12, 2017, the General Partner issued and sold 4,000,000 shares of Series A Preferred Stock in an underwritten public
offering, and, on October 11, 2017, the General Partner issued and sold an additional 259,650 shares of Series A Preferred Stock
upon the underwriters’ exercise of their option to purchase additional shares in such offering, and the General Partner contributed
the net proceeds of such issuances and sales to the Partnership in exchange for, and caused the Partnership to issue to the General
Partner, 4,259,650 Series A Preferred Units;


 


WHEREAS,
on December 19, 2017, the General Partner issued and sold an additional 1,150,000 shares of Series A Preferred Stock in an underwritten
public offering, and the General Partner contributed the net proceeds of such issuance and sale to the Partnership in exchange
for, and caused the Partnership to issue to the General Partner, 1,150,000 Series A Preferred Units;


 


WHEREAS,
the General Partner has authorized the issuance and sale from time to time of up to 8,000,000 additional shares of Series A Preferred
Stock in an at-the-market offering, and, in connection therewith, the General Partner, pursuant to Section 4.02(b) of the Partnership
Agreement, will, upon the issuance and sale of any shares of Series A Preferred Stock in such offering, contribute the net proceeds
of such issuances and sales to the Partnership in exchange for, and will cause the Partnership to issue to the General Partner,
a number of Series A Preferred Units equal to the number of shares of Series A Preferred Stock actually issued in such offering
from time to time;


 


WHEREAS,
pursuant to the authority granted to the General Partner pursuant to Section 4.02(a) and Article 14 of the Partnership Agreement,
and as authorized by the resolutions of the Board of Directors of the General Partner, at a meeting held on March 19, 2018, the
General Partner desires to amend the Partnership Agreement to increase the number of Series A Preferred Units it is authorized
to issue and to issue additional Series A Preferred Units to the General Partner.


 


NOW,
THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged,
the General Partner hereby amends the Partnership Agreement as follows:


 






     


     


    

 


Annex
A to the Partnership Agreement is hereby amended by deleting Section 1 thereof and replacing such Section with the following
new Section 1:


 


“1.
Designation and Number. A series of Preferred Units (as defined below) of Global Net Lease Operating Partnership, L.P.,
a Delaware limited partnership (the “Partnership”), designated the “7.25% Series A Cumulative Redeemable
Preferred Units” (the “Series A Preferred Units”), is hereby established. The number of authorized Series
A Preferred Units shall be 13,409,650.”


 


Except
as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and
conditions the General Partner hereby ratifies and confirms.





 


[SIGNATURE PAGE FOLLOWS]








 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Amendment as of the date first set forth above.


 


	 	GENERAL PARTNER:	 
	 	 	 	 
	 	GLOBAL NET LEASE, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ James L. Nelson	 
	 	 	Name: 	James L. Nelson	 
	 	 	Title:	Chief Executive Officer and President	 



 


 


[Signature Page to Fourth Amendment to
Second Amended and Restated Agreement of Limited Partnership]