Exhibit 10.1


 




THIRD AMENDMENT


TO


SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP


OF GLOBAL NET LEASE OPERATING PARTNERSHIP,
L.P.


 


THIS THIRD AMENDMENT TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this “Amendment”),
dated as of December 15, 2017, 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 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, the General Partner
has authorized the issuance and sale of up to 1,150,000 shares of Series A Preferred Stock in an underwritten public offering,
at a gross offering price of $25.00 per share of Series A Preferred Stock, and, in connection therewith, the General Partner, pursuant
to Section 4.02(b) of the Partnership Agreement, is contributing the net proceeds of such issuance and sale to the Partnership
in exchange for, and is causing 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; and


 


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 unanimous written consent of the offering committee of the Board of Directors of the General Partner, which has been delegated
certain power and authority of the Board of Directors of the General Partner, dated as of December 14, 2017, 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 5,409,650.”


 




    	 



     


    

 


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 Third Amendment to Second
Amended and Restated Agreement of Limited Partnership]