ARTICLES OF


 


AMENDMENT AND RESTATEMENT


 


FOR


 


NEW YORK REIT, INC.


 


a Maryland Corporation


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	 	 
	ARTICLE I	NAME	1
	 	 	 
	ARTICLE II	PURPOSES AND POWERS	1
	 	 	 
	ARTICLE III	RESIDENT AGENT AND PRINCIPAL OFFICE	1
	 	 	 
	ARTICLE IV	DEFINITIONS	2
	 	 	 
	ARTICLE V	STOCK	3
	SECTION 5.1	AUTHORIZED SHARES	3
	SECTION 5.2	COMMON SHARES.	3
	SECTION 5.3	PREFERRED SHARES	4
	SECTION 5.4	CLASSIFIED OR RECLASSIFIED SHARES	4
	SECTION 5.5	STOCKHOLDERS’ CONSENT IN LIEU OF MEETING	5
	SECTION 5.6	CHARTER AND BYLAWS	5
	SECTION 5.7	RESTRICTIONS ON OWNERSHIP AND TRANSFER.	5
	SECTION 5.8	SETTLEMENTS	13
	SECTION 5.9	SEVERABILITY	13
	SECTION 5.10	ENFORCEMENT	13
	SECTION 5.11	NON-WAIVER	13
	SECTION 5.12	PREEMPTIVE AND APPRAISAL RIGHTS	13
	 	 	 
	ARTICLE VI	BOARD OF DIRECTORS	14
	SECTION 6.1	NUMBER OF DIRECTORS	14
	SECTION 6.2	RESIGNATION OR REMOVAL	14
	 	 	 
	ARTICLE VII	POWERS OF THE BOARD OF DIRECTORS	14
	SECTION 7.1	GENERAL	14
	SECTION 7.2	AUTHORIZATION BY BOARD OF STOCK ISSUANCE	15
	SECTION 7.3	FINANCINGS	15
	SECTION 7.4	REIT QUALIFICATION	15
	SECTION 7.5	DETERMINATIONS BY BOARD	15
	 	 	 
	ARTICLE VIII	EXTRAORDINARY ACTIONS	16
	 	 	 
	ARTICLE IX	LIABILITY OF STOCKHOLDERS, DIRECTORS AND OFFICERS	16
	SECTION 9.1	LIMITATION OF STOCKHOLDER LIABILITY	16
	SECTION 9.2	LIMITATION OF DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION.	16
	SECTION 9.3	EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS	17
	 	 	 
	ARTICLE X	AMENDMENTS	17


 




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NEW YORK REIT, INC.


 


ARTICLES OF AMENDMENT AND RESTATEMENT


 


FIRST: New York REIT, Inc., a Maryland
corporation (the “Company”), desires to amend and restate its charter as currently in effect and as hereinafter
amended.


 


SECOND: The following provisions
are all the provisions of the charter currently in effect and as hereinafter amended:


 


ARTICLE I


 


NAME


 


The name of the corporation
is New York REIT, Inc. (the “Company”). So far as may be practicable, the business of the Company shall be conducted
and transacted under that name. Under circumstances in which the Board determines that the use of the name “New York REIT,
Inc.” is not practicable, it may use any other designation or name for the Company.


 


ARTICLE II


 


PURPOSES AND POWERS


 


The purposes for which
the Company is formed are to engage in any lawful act or activity (including, without limitation or obligation, qualifying and
engaging in business as a real estate investment trust under Sections 856 through 860, or any successor sections, of the Internal
Revenue Code of 1986, as amended (the “Code”)), for which corporations may be organized under the MGCL and the
general laws of the State of Maryland as now or hereafter in force.


 


ARTICLE III


 


RESIDENT AGENT AND
PRINCIPAL OFFICE


 


The name and address
of the resident agent for service of process of the Company in the State of Maryland is CSC – Lawyers Incorporating Service
Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The address of the Company’s principal office in the State
of Maryland is c/o CSC – Lawyers Incorporating Services Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.
The Company may have such other offices and places of business within or outside the State of Maryland as the Board may from time
to time determine.


 




    	 



    	 



    

 


ARTICLE IV


 


DEFINITIONS


 


As used in the Charter,
the following terms shall have the following meanings unless the context otherwise requires:


 


“BOARD”
means the Board of Directors of the Company.


 


“BYLAWS”
means the Bylaws of the Company, as amended from time to time.


 


“CHARTER”
means the charter of the Company, as amended from time to time.


 


“CODE”
shall have the meaning as provided in Article II herein.


 


“COMMON SHARES”
shall have the meaning as provided in Section 5.1 herein.


 


“COMPANY”
shall have the meaning as provided in Article I herein.


 


“DIRECTOR”
means a director of the Company.


 


“DISTRIBUTIONS”
means any distributions (as such term is defined in Section 2-301 of the MGCL) pursuant to Section 5.2(iii) hereof, by the Company
to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.


 


“MGCL”
means the Maryland General Corporation Law, as in effect from time to time.


 


“PERSON”
means an individual, corporation, partnership, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of
the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c)
of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal
entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, and a group to which an Excepted Holder Limit (as defined in Section 5.7(i) hereof) applies.


 


“PREFERRED
SHARES” shall have the meaning as provided in Section 5.1 herein.


 


“REIT”
means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily
in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate
or both, as defined pursuant to the REIT Provisions of the Code.


 


“REIT PROVISIONS
OF THE CODE” means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to
real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the
regulations promulgated thereunder.


 




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“SECURITIES”
means any of the following issued by the Company, as the text requires: Shares, any other stock, shares or other evidences of equity
or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured
or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”
or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of,
or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.


 


“SHARES”
means shares of stock of the Company of any class or series, including Common Shares and Preferred Shares.


 


“STOCKHOLDERS”
means the holders of record of the Shares as maintained in the books and records of the Company or its transfer agent.


 


ARTICLE V


 


STOCK


 


SECTION
5.1          AUTHORIZED SHARES. The total number of Shares
that the Company shall have authority to issue is 350,000,000 Shares, of which (i) 300,000,000 shall be designated as common stock,
$0.01 par value per Share (the “Common Shares”); and (ii) 50,000,000 shall be designated as preferred stock,
$0.01 par value per Share (the “Preferred Shares”). The aggregate par value of all authorized Shares having
par value is $3,500,000. If Shares of one (1) class of stock are classified or reclassified into Shares of another class of stock
pursuant to Section 5.2(ii) or Section 5.3 of this Article V, the number of authorized Shares of the former class shall
be automatically decreased and the number of Shares of the latter class shall be automatically increased, in each case by the number
of Shares so classified or reclassified, as the case may be, so that the aggregate number of Shares of all classes that the Company
has authority to issue shall not be more than the total number of Shares set forth in the first sentence of this Section 5.1. The
Board, with the approval of a majority of the entire Board and without any action by the Stockholders, may amend the Charter from
time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Company
has authority to issue.


 


SECTION
5.2           COMMON SHARES.


 


(i)          COMMON
SHARES SUBJECT TO TERMS OF PREFERRED SHARES. The Common Shares shall be subject to the express terms of any series of Preferred
Shares.


 


(ii)         DESCRIPTION.
Subject to Section 5.7 hereof and except as may otherwise be specified in the Charter, each Common Share shall entitle the holder
thereof to one vote. The Board may classify or reclassify any unissued Common Shares from time to time into one or more classes
or series of stock.


 




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(iii)        DISTRIBUTION
RIGHTS. The Board from time to time may authorize the Company to declare and pay to Stockholders such dividends or other Distributions
in cash or other assets of the Company or in securities of the Company, including Shares of one class payable to holders of Shares
of another class, or from any other source as the Board in its discretion shall determine. The Board shall endeavor to authorize
the Company to declare and pay such dividends and other Distributions as shall be necessary for the Company to qualify as a REIT
under the REIT Provisions of the Code unless the Board has determined, in its sole discretion, that qualification as a REIT is
not in the best interests of the Company; provided, however, Stockholders shall have no right to any dividend or other Distribution
unless and until authorized by the Board and declared by the Company. The exercise of the powers and rights of the Board pursuant
to this section shall be subject to the provisions of any class or series of Shares at the time outstanding. The receipt by any
Person in whose name any Shares are registered on the records of the Company or by his or her duly authorized agent shall be a
sufficient discharge for all dividends or other Distributions payable or deliverable in respect of such Shares and from all liability
to see to the application thereof.


 


(iv)        RIGHTS
UPON LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the
assets of the Company, the aggregate assets available for distribution to holders of the Common Shares shall be determined in accordance
with applicable law. Each holder of Common Shares of a particular class shall be entitled to receive, ratably with each other holder
of Common Shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding Common
Shares of such class held by such holder bears to the total number of outstanding Common Shares of such class then outstanding.


 


(v)         VOTING
RIGHTS. Except as may be provided otherwise in the Charter, and subject to the express terms of any class or series of Preferred
Shares, the holders of the Common Shares shall have the exclusive right to vote on all matters (as to which a common Stockholder
shall be entitled to vote pursuant to applicable law) at all meetings of the Stockholders.


 


SECTION
5.3           PREFERRED SHARES. The Board may classify
any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to
time, into one or more classes or series of Shares.


 


SECTION
5.4           CLASSIFIED OR RECLASSIFIED SHARES. Prior
to issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that
class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included
in the class or series; (c) set or change, subject to the provisions of Section 5.7 and subject to the express terms of any class
or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations
as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d)
cause the Company to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the
terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts
or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control
of the Company) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate
upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other Charter
document.


 




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SECTION
5.5           STOCKHOLDERS’ CONSENT IN LIEU OF MEETING.
Any action required or permitted to be taken at any meeting of the Stockholders may be taken without a meeting by consent, in writing
or by electronic transmission, in any manner and by the vote permitted by the MGCL and set forth in the Bylaws.


 


SECTION
5.6           CHARTER AND BYLAWS. The rights of all Stockholders
and the terms of all Shares are subject to the provisions of the Charter and the Bylaws.


 


SECTION
5.7           RESTRICTIONS ON OWNERSHIP AND TRANSFER.


 


(i)          DEFINITIONS.
For purposes of this Section 5.7, the following terms shall have the following meanings:


 


“AGGREGATE
SHARE OWNERSHIP LIMIT” means 9.8% in value of the aggregate of the outstanding Shares and 9.8% (in value or in number
of shares, whichever is more restrictive) of any class or series of Shares, or such other percentage determined by the Board in
accordance with Section 5.7(ii)(h) hereof.


 


“BENEFICIAL
OWNERSHIP” means ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including
by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as
modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially
Owned” shall have the correlative meanings.


 


“BUSINESS
DAY” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
in New York City are authorized or required by law, regulation or executive order to close.


 


“CHARITABLE
BENEFICIARY” means one or more beneficiaries of the Trust as determined pursuant to Section 5.7(iii)(f), provided that
each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible
for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.


 


“CONSTRUCTIVE
OWNERSHIP” means ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including
by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the
Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns”
and “Constructively Owned” shall have the correlative meanings.


 


“EXCEPTED
HOLDER” means a Stockholder for whom an Excepted Holder Limit is created by the Board pursuant to Section 5.7(ii)(g).


 


“EXCEPTED
HOLDER LIMIT” means, provided that the affected Excepted Holder agrees to comply with the requirements established by
the Board pursuant to Section 5.7(ii)(g), and subject to adjustment pursuant to Section 5.7(ii)(h), the percentage limit established
by the Board pursuant to Section 5.7(ii)(g).


 




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“MARKET PRICE”
on any date means, with respect to any class or series of outstanding Shares, the Closing Price for such Shares on such date. The
“Closing Price” on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported on
the principal national securities exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed
or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then
be in use or, if such Shares are not quoted by any such system, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in such Shares selected by the Board or, in the event that no trading price is available
for such Shares, the fair market value of the Shares, as determined in good faith by the Board.


 


“NYSE”
means the New York Stock Exchange.


 


“PROHIBITED
OWNER” means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.7, would Beneficially
Own or Constructively Own Shares in violation of Section 5.7(ii)(a), and if appropriate in the context, shall also mean any Person
who would have been the record owner of the Shares that the Prohibited Owner would have so owned.


 


“RESTRICTION
TERMINATION DATE” means the first day on which the Board determines pursuant to Section 7.4 hereof that it is no longer
in the best interests of the Company to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions
and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required
in order for the Company to qualify as a REIT.


 


“TRANSFER”
means any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person
to acquire Beneficial Ownership or Constructive Ownership of Shares or the right to vote or receive dividends on Shares, or any
agreement to take any such actions or cause any such events, including (a) the granting or exercise of any option (or any disposition
of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Shares or any interest in
Shares or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in
changes in Beneficial or Constructive Ownership of Shares; in each case, whether voluntary or involuntary, whether owned of record,
Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and
“Transferred” shall have the correlative meanings.


 


“TRUST”
means any trust provided for in Section 5.7(iii)(a).


 


“TRUSTEE”
means the Person unaffiliated with the Company and a Prohibited Owner, that is appointed by the Company to serve as trustee of
the Trust.


 




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(ii)         SHARES.


 


(a)          OWNERSHIP
LIMITATIONS. Prior to the Restriction Termination Date, but subject to Section 5.8:


 


(I)         BASIC
RESTRICTIONS.


 


(A)         (1)
Except as set forth in any articles supplementary creating any class or series of Shares, no Person, other than an Excepted Holder,
shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Share Ownership Limit and (2) no Excepted Holder
shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.


 


(B)         No
Person shall Beneficially or Constructively Own Shares to the extent that such Beneficial or Constructive Ownership of Shares would
result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether
the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but
not limited to, Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest
in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Company from such tenant would cause
the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).


 


(C)         Any
Transfer of Shares that, if effective, would result in Shares being beneficially owned by less than 100 Persons (determined under
the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights
in such Shares.


 


(II)        TRANSFER
IN TRUST. If any Transfer of Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively
Owning Shares in violation of Section 5.7(ii)(a)(I)(A) or (B),


 


(A)         then
that number of Shares the Beneficial or Constructive Ownership of which otherwise would cause such Person to violate Section 5.7(ii)(a)(I)(A)
or (B) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary,
as described in Section 5.7(iii), effective as of the close of business on the Business Day prior to the date of such Transfer,
and such Person shall acquire no rights in such Shares; or


 


(B)         if
the transfer to the Trust described in clause (A) of this sentence would not be effective for any reason to prevent the violation
of Section 5.7(ii)(a)(I)(A) or (B) then the Transfer of that number of Shares that otherwise would cause any Person to violate
Section 5.7(ii)(a)(I)(A) or (B) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.


 




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(III)       To
the extent that, upon a transfer of Shares pursuant to Section 5.7(ii)(a)(II), a violation of any provision of this Section
5.7 would nonetheless be continuing (for example, where the ownership of Shares by a single Trust would violate the 100 stockholder
requirement applicable to REITs), then Shares shall be transferred to the number of Trusts, each having a distinct Trustee and
one or more Charitable Beneficiaries that are distinct from those of each other Trust, such that there is not violation of any
provisions of this Section 5.7.


 


(b)          REMEDIES
FOR BREACH. If the Board or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or
other event has taken place that results in a violation of Section 5.7(ii)(a) or that a Person intends to acquire or has attempted
to acquire Beneficial or Constructive Ownership of any Shares in violation of Section 5.7(ii)(a) (whether or not such violation
is intended), the Board or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent
such Transfer or other event, including, without limitation, causing the Company to redeem Shares, refusing to give effect to such
Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event; provided, however, that
any Transfer or attempted Transfer or other event in violation of Section 5.7(ii)(a) shall automatically result in the transfer
to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided
above irrespective of any action (or non-action) by the Board or a committee thereof.


 


(c)          NOTICE
OF RESTRICTED TRANSFER. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership
of Shares that will or may violate Section 5.7(ii)(a)(I)(A) or (B) or any Person who would have owned Shares that resulted in a
transfer to the Trust pursuant to the provisions of Section 5.7(ii)(a)(II) shall immediately give written notice to the Company
of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer
on the Company’s status as a REIT.


 


(d)          OWNERS
REQUIRED TO PROVIDE INFORMATION. Prior to the Restriction Termination Date:


 


(I)         every
owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder)
of the outstanding Shares, within 30 days after the end of each taxable year, shall give written notice to the Company stating
the name and address of such owner, the number of Shares Beneficially Owned and a description of the manner in which such Shares
are held. Each such owner shall provide to the Company such additional information as the Company may request in order to determine
the effect, if any, of such Beneficial Ownership on the Company’s status as a REIT and to ensure compliance with the Aggregate
Share Ownership Limit; and


 


(II)        each
Person who is a Beneficial or Constructive Owner of Shares and each Person (including the stockholder of record) who is holding
Shares for a Beneficial Owner or a Constructive Owner shall provide to the Company such information as the Company may request,
in good faith, in order to determine the Company’s status as a REIT and to comply with requirements of any taxing authority
or governmental authority or to determine such compliance.


 




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(e)          REMEDIES
NOT LIMITED. Subject to Section 7.4 hereof, nothing contained in this Section 5.7(ii)(e) shall limit the authority of the Board
to take such other action as it deems necessary or advisable to protect the Company and the interests of its stockholders in preserving
the Company’s status as a REIT.


 


(f)          AMBIGUITY.
In the case of an ambiguity in the application of any of the provisions of this Section 5.7(ii), Section 5.7(iii), or any definition
contained in Section 5.7(i), the Board shall have the power to determine the application of the provisions of this Section 5.7(ii)
or Section 5.7(iii) or any such definition with respect to any situation based on the facts known to it. In the event Section 5.7(ii)
or (iii) requires an action by the Board and the Charter fails to provide specific guidance with respect to such action, the Board
shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 5.7.
Absent a decision to the contrary by the Board (which the Board may make in its sole and absolute discretion), if a Person would
have (but for the remedies set forth in Section 5.7(ii)(b)) acquired Beneficial Ownership or Constructive Ownership of Shares
in violation of Section 5.7(ii)(a), such remedies (as applicable) shall apply first to the Shares which, but for such remedies,
would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons
who actually own such Shares based upon the relative number of the Shares held by each such Person.


 


(g)          EXCEPTIONS.


 


(I)         Subject
to Section 5.7(ii)(a)(I)(B), the Board, in its sole discretion, may (prospectively or retroactively) exempt a Person from the Aggregate
Share Ownership Limit and may establish or increase an Excepted Holder Limit for such Person if:


 


(A)         the
Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual’s
Beneficial Ownership or Constructive Ownership of such Shares will violate Section 5.7(ii)(a)(I)(B);


 


(B)         such
Person does not, and represents that it will not, actually own or Constructively Own an interest in a tenant of the Company (or
a tenant of any entity owned or controlled by the Company) that would cause the Company to actually own or Constructively Own more
than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board obtains such representations
and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the
Company (or an entity owned or controlled by the Company) derives (and is expected to continue to derive) a sufficiently small
amount of revenue such that, in the opinion of the Board, rent from such tenant would not adversely affect the Company’s
ability to qualify as a REIT, shall not be treated as a tenant of the Company); and


 


(C)         such
Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary
to the restrictions contained in Section 5.7(ii)(a) through Section 5.7(ii)(f)) will result in such Shares being automatically
transferred to a Trust in accordance with Section 5.7(ii)(A)(II) and Section 5.7(iii).


 




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(II)        Prior
to granting any exception pursuant to Section 5.7(ii)(g)(I), the Board may require a ruling from the Internal Revenue Service,
or an opinion of counsel, in either case in form and substance satisfactory to the Board in its sole discretion, as it may deem
necessary or advisable in order to determine or ensure the Company’s status as a REIT. Notwithstanding the receipt of any
ruling or opinion, the Board may impose such conditions or restrictions as it deems appropriate in connection with granting such
exception.


 


(III)       Subject
to Section 5.7(ii)(a)(I)(B), an underwriter which participates in an Offering or a private placement of Shares (or Securities convertible
into or exchangeable for Shares) may Beneficially Own or Constructively Own Shares (or Securities convertible into or exchangeable
for Shares) in excess of the Aggregate Share Ownership Limit but only to the extent necessary to facilitate such Offering or private
placement.


 


(IV)        The
Board may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at
any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder
in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced
to a percentage that is less than the Aggregate Share Ownership Limit.


 


(h)          INCREASE
OR DECREASE IN AGGREGATE SHARE OWNERSHIP LIMIT. Subject to Section 5.7(ii)(a)(I)(B), the Board may from time to time increase the
Aggregate Share Ownership Limit for one or more Persons and decrease the Aggregate Share Ownership Limit for all other Persons;
provided, however, that the decreased Aggregate Share Ownership Limit will not be effective for any Person whose percentage ownership
of Shares is in excess of such decreased Aggregate Share Ownership Limit until such time as such Person’s percentage of Shares
equals or falls below the decreased Aggregate Share Ownership Limit, but any further acquisition of Shares in excess of such percentage
ownership of Shares will be in violation of the Aggregate Share Ownership Limit and, provided further, that the new Aggregate Share
Ownership Limit would not allow five or fewer Persons to Beneficially Own or Constructively Own more than 49.9% in value of the
outstanding Shares.


 


(i)          NOTICE
TO STOCKHOLDERS UPON ISSUANCE OR TRANSFER. Upon issuance or Transfer of Shares prior to the Restriction Termination Date, the Company
shall provide the recipient with a notice containing information about the Shares purchased or otherwise Transferred, in lieu of
issuance of a share certificate, in a form substantially similar to the following:


 




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The securities
of New York REIT, Inc. (the “Company”) are subject to restrictions on Beneficial and Constructive Ownership and Transfer
for the purpose, among others, of the Company’s maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided
in the Company’s charter, (i) no Person may Beneficially or Constructively Own Shares in excess of 9.8% of the value of the
total outstanding Shares or 9.8% (in value or in number of Shares, whichever is more restrictive) of any class or series of Shares
unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially
or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code
or otherwise cause the Company to fail to qualify as a REIT; and (iii) any Transfer of Shares that, if effective, would result
in the Shares being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the
Code) shall be void ab initio and the intended transferee shall acquire no rights in such Shares. Any Person who Beneficially
or Constructively Owns or attempts to Beneficially or Constructively Own Shares which causes or will cause a Person to Beneficially
or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company in writing
(or, in the case of an attempted transaction, give at least 15 days prior written notice). If any of the restrictions on Transfer
or ownership as set forth in (i) and (ii) above are violated, the Shares in excess or in violation of the above limitations will
be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the
Company may redeem shares upon the terms and conditions specified by the Board in its sole discretion if the Board determines that
ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain
events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms
in this notice have the meanings defined in the Company’s charter, as the same may be amended from time to time, a copy of
which, including the restrictions on Transfer and ownership, will be furnished to each holder of Shares on request and without
charge. Requests for such a copy may be directed to the Secretary of the Company at its principal office.


 


(iii)        TRANSFER
OF SHARES IN TRUST.


 


(a)          OWNERSHIP
IN TRUST. Upon any purported Transfer or other event described in Section 5.7(ii)(a)(III) that would result in a transfer of Shares
to a Trust, such Shares shall be transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable
Beneficiaries. Such transfer to the Trustee shall be effective as of the close of business on the Business Day prior to the purported
Transfer or other event that results in the transfer to the Trust pursuant to Section 5.7(ii)(a)(III). The Trustee shall be appointed
by the Company and shall be a Person unaffiliated with the Company and any Prohibited Owner. Each Charitable Beneficiary shall
be designated by the Company as provided in Section 5.7(iii)(f).


 


(b)          STATUS
OF SHARES HELD BY THE TRUSTEE. Shares held by the Trustee shall be issued and outstanding Shares. The Prohibited Owner shall have
no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any Shares held
in trust by the Trustee, shall have no rights to dividends or other Distributions and shall not possess any rights to vote or other
rights attributable to the Shares held in the Trust.


 




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(c)          DIVIDEND
AND VOTING RIGHTS. The Trustee shall have all voting rights and rights to dividends or other Distributions with respect to Shares
held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other
Distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the
recipient of such dividend or other Distribution to the Trustee upon demand and any dividend or other Distribution authorized but
unpaid shall be paid when due to the Trustee. Any dividend or other Distribution so paid to the Trustee shall be held in trust
for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust and,
subject to Maryland law, effective as of the date that the Shares have been transferred to the Trustee, the Trustee shall have
the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the
discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already
taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding
the provisions of this Section 5.7, until the Company has received notification that Shares have been transferred into a Trust,
the Company shall be entitled to rely on its stock transfer and other stockholder records for purposes of preparing lists of Stockholders
entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Stockholders.


 


(d)          SALE
OF SHARES BY TRUSTEE. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee
shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate
the ownership limitations set forth in Section 5.7(ii)(a)(I) or (II). Upon such sale, the interest of the Charitable Beneficiary
in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to
the Charitable Beneficiary as provided in this Section 5.7(iii)(d). The Prohibited Owner shall receive the lesser of (1) the price
paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the
event causing the Shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price
of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee
from the sale or other disposition of the Shares held in the Trust. The 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 Trustee pursuant to Section 5.7(iii)(c). Any net sales proceeds in excess of the amount payable to the Prohibited
Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that Shares have been
transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold
on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount
that such Prohibited Owner was entitled to receive pursuant to this Section 5.7, such excess shall be paid to the Trustee upon
demand.


 


(e)          PURCHASE
RIGHT IN STOCK TRANSFERRED TO THE TRUSTEE. Shares transferred to the Trustee shall be deemed to have been offered for sale to the
Company, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted
in such transfer to the Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii)
the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the
Prohibited Owner by the amount of dividends and other Distributions which has been paid to the Prohibited Owner and is owed by
the Prohibited Owner to the Trustee pursuant to Section 5.7(iii)(c). The Company may pay the amount of such reduction to the Trustee
for the benefit of the Charitable Beneficiary. The Company shall have the right to accept such offer until the Trustee has sold
the Shares held in the Trust pursuant to Section 5.7(iii)(d). Upon such a sale to the Company, the interest of the Charitable Beneficiary
in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.


 




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(f)          DESIGNATION
OF CHARITABLE BENEFICIARIES. By written notice to the Trustee, the Company shall designate one or more nonprofit organizations
to be the Charitable Beneficiary of the interest in the Trust such that (i) the Shares held in the Trust would not violate the
restrictions set forth in Section 5.7(ii)(a)(I) or (II) in the hands of such Charitable Beneficiary and (ii) each such organization
must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under
each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.


 


SECTION
5.8           SETTLEMENTS. Nothing in Section 5.7 shall
preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange
or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect
of any provision of Sections 5.7, and any transfer in such a transaction shall be subject to all of the provisions and limitations
set forth in Section 5.7.


 


SECTION
5.9           SEVERABILITY. If any provision of Section
5.7 or any application of any such provision is determined to be void, invalid or unenforceable by any court having jurisdiction
over the issue, the validity and enforceability of the remaining provisions of Section 5.7 shall not be affected and other applications
of such provision shall be affected only to the extent necessary to comply with the determination of such court.


 


SECTION
5.10         ENFORCEMENT. The Company is authorized specifically
to seek equitable relief, including injunctive relief, to enforce the provisions of Section 5.7.


 


SECTION
5.11         NON-WAIVER. No delay or failure on the part of the
Company or the Board in exercising any right hereunder shall operate as a waiver of any right of the Company or the Board, as the
case may be, except to the extent specifically waived in writing.


 


SECTION
5.12         PREEMPTIVE AND APPRAISAL RIGHTS. Except as may be provided
by the Board in setting the terms of classified or reclassified Shares pursuant to Section 5.4 or as may otherwise be provided
by contract approved by the Board, no holder of Shares shall, as such holder, have any preemptive right to purchase or subscribe
for any additional Shares or any other security of the Company which it may issue or sell. Holders of Shares shall not be entitled
to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute
unless the Board, upon the affirmative vote of a majority of the Board, shall determine that such rights apply, with respect to
all or any classes or series of Shares, to one or more transactions occurring after the date of such determination in connection
with which holders of such Shares would otherwise be entitled to exercise such rights.


 


 




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ARTICLE VI


 


BOARD OF DIRECTORS


 


SECTION
6.1           NUMBER OF DIRECTORS. The number of Directors
of the Company shall be five, which number may be increased or decreased from time to time pursuant to the Bylaws; but shall never
be less than the minimum required by the MGCL. The Company elects that, except as may be provided by the Board in setting the terms
of any class or series of Preferred Shares, any and all vacancies on the Board may be filled only by the affirmative vote of a
majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected
to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred. No reduction
in the number of Directors shall cause the removal of any Director from office prior to the expiration of his term. For the purposes
of voting for Directors, each Share may be voted for as many individuals as there are Directors to be elected and for whose election
the Share is entitled to be voted. Cumulative voting for Directors is prohibited.


 


The names of the Directors
who shall serve on the Board until the next annual meeting of the Stockholders and until their successors are duly elected and
qualify, are:


 


Nicholas S. Schorsch


 


William M. Kahane


 


Scott J. Bowman


 


William G. Stanley


 


Robert H. Burns


 


SECTION
6.2           RESIGNATION OR REMOVAL. Any Director may
resign by delivering notice to the Board, effective upon receipt by the Board of such notice or upon any future date specified
in the notice. Subject to the rights of holders of one or more classes or series of Preferred Shares, any Director or the entire
Board may be removed from office at any time, but only for cause, and then only by the affirmative vote of 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 paragraph,
“cause” shall mean, 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 the Company through bad faith or active
and deliberate dishonesty.


 


ARTICLE VII


 


POWERS OF THE BOARD
OF DIRECTORS


 


SECTION
7.1           GENERAL. The business and affairs of the
Company shall be managed under the direction of the Board. In accordance with the policies on investments and borrowing set forth
in this Article VII and Article IX hereof, the Board shall monitor the administrative procedures, investment operations and performance
of the Company and the Advisor to assure that such policies are carried out. The Board may take any action that, in its sole judgment
and discretion, is necessary or desirable to conduct the business of the Company. The Charter shall be construed with a presumption
in favor of the grant of power and authority to the Board. Any construction of the Charter or determination made in good faith
by the Board concerning its powers and authority hereunder shall be conclusive. The enumeration and definition of particular powers
of the Board included in this Article VII shall in no way be limited or restricted by reference to or inference from the terms
of this or any other provision of the Charter or construed or deemed by inference or otherwise in any manner to exclude or limit
the powers conferred upon the Board under the general laws of the State of Maryland as now or hereafter in force.


 




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SECTION
7.2           AUTHORIZATION BY BOARD OF STOCK ISSUANCE.
The Board may authorize the issuance from time to time of Shares of any class or series, whether now or hereafter authorized, or
securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration
as the Board may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions
or limitations, if any, as may be set forth in the Charter or the Bylaws.


 


SECTION
7.3           FINANCINGS. The Board shall have the power
and authority to cause the Company to borrow or, in any other manner, raise money for the purposes and on the terms it determines,
which terms may (i) include evidencing the same by issuance of Securities of the Company and (ii) have such provisions as the Board
may determine (a) to reacquire such Securities; (b) to enter into other contracts or obligations on behalf of the Company; (c)
to guarantee, indemnify or act as surety with respect to payment or performance of obligations of any Person; and (d) to mortgage,
pledge, assign, grant security interests in or otherwise encumber the Company’s assets to secure any such Securities of the
Company, contracts or obligations (including guarantees, indemnifications and suretyships); and to renew, modify, release, compromise,
extend, consolidate or cancel, in whole or in part, any obligation to or of the Company or participate in any reorganization of
obligors to the Company.


 


SECTION
7.4           REIT QUALIFICATION. The Board shall use
its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a REIT;
provided, however, if the Board determines that it is no longer in the best interests of the Company to continue to be qualified
as a REIT, the Board may revoke or otherwise terminate the Company’s REIT election pursuant to Section 856(g) of the Code.
The Board also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Section
5.7 hereof is no longer required for REIT qualification.


 


SECTION
7.5           DETERMINATIONS BY BOARD. The determination
as to any of the following matters, made by or pursuant to the direction of the Board, shall be final and conclusive and shall
be binding upon the Company and every holder of Shares: the amount of the net income of the Company for any period and the amount
of assets at any time legally available for the payment of dividends, redemption of Shares or the payment of other Distributions
on Shares; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations (and any
variation thereof), net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of
assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and
the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall
have been paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including
the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other
Distributions, qualifications or terms or conditions of redemption of any class or series of Shares) or the Bylaws; the fair value,
or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Company or any Shares;
the number of Shares of any class of the Company; any matter relating to the acquisition, holding and disposition of any assets
by the Company; any interpretation of the terms and conditions of one or more of the agreements with any persons; or any other
matter relating to the business and affairs of the Company or required or permitted by applicable law, the Charter or Bylaws or
otherwise to be determined by the Board; provided, however, that any determination by the Board as to any of the
preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director
shall be liable for making or failing to make such a determination.


 




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ARTICLE VIII


 


EXTRAORDINARY ACTIONS


 


Except as specifically
provided in Section 6.2 hereof (relating to removal of Directors) and in the last sentence of Article X, notwithstanding any provision
of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of Shares entitled to
cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board and taken or approved
by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter.


 


ARTICLE IX


 


LIABILITY OF STOCKHOLDERS,
DIRECTORS AND OFFICERS


 


SECTION
9.1           LIMITATION OF STOCKHOLDER LIABILITY. No
Stockholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the
Company by reason of being a Stockholder, nor shall any Stockholder be subject to any personal liability whatsoever, in tort, contract
or otherwise, to any Person in connection with the Company’s assets or the affairs of the Company by reason of being a Stockholder.


 


SECTION
9.2           LIMITATION OF DIRECTOR AND OFFICER LIABILITY;
INDEMNIFICATION.


 


(a)          To
the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers
of a corporation, no present or former Director or officer of the Company shall be liable to the Company or its Stockholders for
money damages. Neither the amendment nor repeal of this Section 9.2(a), nor the adoption or amendment of any other provision of
the Charter or Bylaws inconsistent with this Section 9.2(a), shall apply to or affect in any respect the applicability of the preceding
sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.


 




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(b)          The
Company shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to
indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who
is a present or former Director or officer of the Company or (ii) any individual who, while a Director or officer of the Company
and at the request of the Company, 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 any other enterprise from and against any claim or liability to which such person may become subject or which such person may
incur by reason of his or her service in that capacity. The Company shall have the power, with the approval of the Board, to provide
such indemnification and advancement of expenses to a person who served a predecessor of the Company in any of the capacities described
in (i) or (ii) above and to any employee or agent of the Company or a predecessor of the Company.


 


SECTION
9.3           EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS.
Neither the Stockholders nor the Directors, officers, employees or agents of the Company shall be liable under any written instrument
creating an obligation of the Company by reason of their being Stockholders, Directors, officers, employees or agents of the Company,
and all Persons shall look solely to the Company’s assets for the payment of any claim under or for the performance of that
instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability
of such instrument and shall not render any Stockholder, Director, officer, employee or agent liable thereunder to any third party,
nor shall the Directors or any officer, employee or agent of the Company be liable to anyone as a result of such omission.


 


ARTICLE X


 


AMENDMENTS


 


The Company reserves
the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering
the terms or contract rights, as expressly set forth in the Charter, of any outstanding Shares. All rights and powers conferred
by the Charter on Stockholders, Directors and officers are granted subject to this reservation. Except as otherwise provided in
the next sentence and except for those amendments permitted to be made without Stockholder approval under Maryland law or by specific
provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board and approved by the
affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter. However, any amendment
to the second sentence of Section 6.2 hereof or to this sentence of the Charter shall be valid only if declared advisable by the
Board and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of all votes entitled to be cast
on the matter.


 


THIRD: The amendment and restatement
of the charter as herein set forth have been duly advised by the Board of Directors and approved by the stockholders of the Company
as required by law.


 


FOURTH: The current address of the
principal office of the Company is as set forth in Article III of the foregoing amendment and restatement of the charter.


 


FIFTH: The name and address of the
Company’s current resident agent are as set forth in Article III of the foregoing amendment and restatement of the charter.


 




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SIXTH: The number of directors of
the Company and the names of the directors currently in office are as set forth in Section 6.1 of Article VI of the foregoing amendment
and restatement of the charter.


 


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


 


[SIGNATURES ON FOLLOWING PAGE]


 




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IN WITNESS WHEREOF,
New York REIT, Inc. has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Chief
Executive Officer, and attested by its Treasurer and Secretary, on this 13th day of June, 2014.


 


ATTEST:


 


	By:	/s/ Edward M. Weil, Jr.	 	By:	/s/ Michael A. Happel
	Name: Edward M. Weil, Jr.	 	Name: Michael A. Happel
	Title: Treasurer and Secretary	 	Title: President


 




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