Exhibit 10.3
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 5, 2025, among GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), GLOBAL NET LEASE, INC., a Maryland corporation (“REIT”), ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company (“International Holdco”), ARC GLOBAL II HOLDCO, LLC, a Delaware limited liability company (“Global II Holdco”), EACH OF THE ENTITIES IDENTIFIED AS “SUBSIDIARY GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (the “Initial Subsidiary Guarantors”) and EACH ADDITIONAL SUBSIDIARY GUARANTOR (AS DEFINED IN THE HEREINAFTER- DEFINED CREDIT AGREEMENT) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (the “Additional Subsidiary Guarantors”; the Initial Subsidiary Guarantors and the Additional Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Subsidiary Guarantor” and collectively as “Subsidiary Guarantors”; REIT, International Holdco, Global II Holdco and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”; and Borrower and Guarantors are sometimes hereinafter referred to individually as a “Contributing Party” and collectively as the “Contributing Parties”).
W I T N E S S E T H :
WHEREAS, Borrower, BMO Bank N.A. (“BMO”), in its capacity as a Lender, the other Lenders which are or may hereafter become a party thereto (BMO, together with such other lending institutions are hereinafter referred to collectively as the “Lenders”), and BMO, as agent (the “Agent”), have entered into that certain Credit Agreement dated as of even date herewith (such agreement, as the same may be varied, extended, supplemented, consolidated, amended, replaced, increased, renewed or modified or restated from time to time, the “Credit Agreement”), and pursuant to the Credit Agreement, the Lenders have agreed to extend financial accommodations to the Borrower;
WHEREAS, as a condition to the making of certain Loans and issuing certain Letters of Credit pursuant to the Credit Agreement, the Lenders have required that Guarantors execute and deliver an Unconditional Guaranty of Payment and Performance, each dated as of even date herewith (each, as the same may be varied, extended, supplemented, consolidated, amended, replaced, increased, renewed or modified or restated from time to time, a “Guaranty”), pursuant to which, among other things, Guarantors have agreed to guarantee the respective obligations described in the applicable Guaranty;
WHEREAS, Merger Sub is a direct subsidiary of REIT, Borrower is a shared subsidiary of REIT and Merger Sub, and International Holdco, Global II Holdco and the Subsidiary Guarantors (other than Merger Sub) are direct or indirect Wholly-Owned Subsidiaries of Borrower; and
WHEREAS, Guarantors are engaged in common business enterprises related to those of Borrower and each Guarantor will derive substantial direct or indirect economic benefit from the effectiveness and existence of the Credit Agreement and the other Loan Documents.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to induce the Lenders to make the Loans and issue Letters of Credit and the Contributing Parties to execute and deliver the Loan Documents to which they are a party, it is agreed as follows:
1. Definitions. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
2. Contribution.
(a) To the extent that a Guarantor shall make a payment (a “Payment”) of a portion of the Obligations pursuant to a Guaranty, the Guarantor that made such Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Contributing Parties in an aggregate amount equal to the lesser of (a) the amount derived by subtracting from any such Payment the Allocable Amount (as defined below) of such Contributing Party that made such Payment, and (b) the Allocable Amount for the other Contributing Parties.
(b) As of any date of determination, the “Allocable Amount” of each Contributing Party shall be equal to the maximum amount of liability which could be asserted against such Contributing Party hereunder with respect to the applicable Payment without (i) rendering such Contributing Party “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code or Section 2 of either the Uniform Voidable Transactions Act (the “UVTA”) or the Uniform Fraudulent Conveyance Act (the “UFCA”) or the fraudulent conveyance and transfer laws of the State of New York or such other jurisdiction whose laws shall be determined to apply to the transactions contemplated by this Agreement (the “Applicable State Fraudulent Conveyance Laws”) (ii) leaving such Contributing Party with unreasonably small capital, within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UVTA or Section 5 of the UFCA or the Applicable State Fraudulent Conveyance Laws, or (iii) leaving such Contributing Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UVTA or Section 6 of the UFCA or the Applicable State Fraudulent Conveyance Laws. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, under no circumstances shall the Allocable Amount exceed, with respect to any Italian Subsidiary Guarantor, the amount owed and payable by such Italian Subsidiary Guarantor pursuant to the Guaranty entered into (or deemed to have been entered into by virtue of the execution of any Joinder Agreement) by such Italian Subsidiary Guarantor.
3. No Impairment. This Agreement is intended only to define the relative rights of the Contributing Parties, and nothing set forth in this Agreement is intended to or shall reduce or impair the obligations of any Contributing Party to pay any amounts, as and when the same shall become due and payable, in accordance with the terms of the applicable Loan Documents.
4. Rights Constitute Assets. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets in favor of each Contributing Party.
5. Effectiveness. This Agreement shall become effective upon its execution by each of the Contributing Parties and shall continue in full force and effect and may not be terminated or otherwise revoked by any Contributing Party until all of the Obligations shall have been indefeasibly paid in full (in lawful money of the United States of America or such other Currency as may be required under the Credit Agreement for the repayment of such Obligations) and discharged (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made), all Letters of Credit are returned undrawn or cash collateralized on terms acceptable to the relevant Issuing Bank in its sole discretion, and the Credit Agreement and financing arrangements evidenced and governed by the Credit Agreement shall have been terminated; provided that this Agreement shall terminate with respect to any Guarantor when such Guarantor is released from the applicable Guaranty pursuant to Section 27 of such Guaranty to the extent no Payment has been made at such time by any Guarantor.
2 |
6. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF BORROWER, GUARANTORS, AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. BORROWER AND EACH GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE GUARANTORS THAT IS AN APPROVED FOREIGN ENTITY ACKNOWLEDGES AND AGREES THAT (1) IT IS OPERATING IN THE UNITED STATES OF AMERICA FOR THE PURPOSE OF THIS AGREEMENT, AND (2) IT IS CONTRACTING IN THE UNITED STATES OF AMERICA FOR THE PURPOSES OF THIS AGREEMENT. ADDITIONALLY, EACH GUARANTOR THAT IS AN APPROVED FOREIGN ENTITY ACKNOWLEDGES AND AGREES THAT IT IS SUBJECT TO THE PERSONAL JURISDICTION IN THE STATE OF NEW YORK EVEN THOUGH SUCH GUARANTOR IS A SOCIÉTÉ À RESPONSABILITÉ LIMITÉE (SARL) ORGANIZED UNDER THE LAWS OF LUXEMBOURG, A SOCIÉTÉ CIVILE IMMOBILIÈRE (SCI) ORGANIZED UNDER THE LAWS OF FRANCE, A MUTUAL REAL ESTATE COMPANY (MREC) ORGANIZED UNDER THE LAWS OF FINLAND, A SOCIETÀ A RESPONSABILITÀ LIMITATA ORGANIZED UNDER THE LAWS OF ITALY OR OTHER TYPE OF NON-U.S. BUSINESS ENTITY PERMITTED UNDER THE CREDIT AGREEMENT, AS APPLICABLE. BORROWER AND EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 6. BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS SECTION 6 WITH LEGAL COUNSEL AND THAT EACH BORROWER AND GUARANTOR AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.
7. Governing Law. This Agreement shall, pursuant to New York General Obligations Law Section 5-1401, be governed by and construed in accordance with the laws of the State of New York.
8. Reserved.
[Remainder of page intentionally left blank.]
3 |
IN WITNESS WHEREOF, Borrower and Guarantors have executed and delivered this Agreement as of the date first above written.
BORROWER: | |||
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership | |||
By: | GLOBAL NET LEASE, INC., | ||
a Maryland corporation, its general partner | |||
By: | /s/ Christopher Masterson | ||
Name: | Christopher Masterson | ||
Title: | Chief Financial Officer, Treasurer and Secretary |
REIT: | ||
GLOBAL NET LEASE, INC., | ||
a Maryland corporation | ||
By: | /s/ Christopher Masterson | |
Name: | Christopher Masterson | |
Title: | Chief Financial Officer, Treasurer and Secretary | |
INTERNATIONAL HOLDCO: | ||
ARC GLOBAL HOLDCO, LLC, | ||
a Delaware limited liability company | ||
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory | |
GLOBAL II HOLDCO: | ||
ARC GLOBAL II HOLDCO, LLC, | ||
a Delaware limited liability company | ||
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
Signature Page to Contribution Agreement
INITIAL SUBSIDIARY GUARANTORS: | |
ARC GSFRNTN001, LLC | |
ARC TFDPTIA001, LLC | |
ARC NOWILND001, LLC | |
ARC GSDVRDE001, LLC | |
ARC GSGTNPA001, LLC | |
ARC GSMSSTX001, LLC | |
ARC GSDALTX001, LLC | |
ARC NOPLNTX001, LLC | |
ARC DRINDIN001, LLC | |
ARC VALWDCO001, LLC | |
ARC GBLMESA001, LLC | |
ARC FEAMOTX001, LLC | |
ARC FECPEMA001, LLC | |
ARC WNBRNMO001, LLC | |
ARC CTFTMSC001, LLC | |
ARC SWWSVOH001, LLC | |
ARC WMWSLNC001, LLC | |
ARC FEWTRNY001, LLC | |
ARC DNDUBOH001, LLC | |
ARC FEBILMA001, LLC | |
ARC FESALUT001, LLC | |
ARC CGJNSMI001, LLC | |
ARC CGFRSMI001, LLC | |
ARC FEPIESD001, LLC | |
ARC GSFFDME001, LLC | |
ARC GSRNGME001, LLC | |
ARC GSRPCSD001, LLC, |
each a Delaware limited liability company | ||
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC TRLIVMI001, LLC, | |
ARC FEHBRKY001, LLC | |
ARC CGMARSC001, LLC | |
ARC CGLGNIN001, LLC | |
ARC JTCHATN001, LLC | |
ARC JTCHATN002, LLC | |
ARC FEMANMN001, LLC | |
ARC GSRTNNM001, LLC | |
ARC ODVLONET001, LLC | |
ARG VAGNVFL001, LLC | |
ARG LSWYGMI001, LLC | |
ARG LSCHIIL001, LLC | |
ARG LSCHIIL003, LLC | |
ARG FCSTHMI001, LLC | |
ARG DPSPNIA001, LLC | |
ARC FEGBRNC001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARG NIGTNMA001, LLC | |
ARG LKCLLAL001, LLC | |
ARG SNCSPCO001, LLC | |
ARG VSSRACA001, LLC | |
ARG VSSRACA002, LLC | |
ARC WHAMSNE001, LLC | |
ARG FRAHLMI001, LLC | |
ARG PSBRDFL001, LLC | |
ARG PSLKCLA001, LLC | |
ARG PSGRLTX001, LLC | |
ARG PSELPTX001, LLC | |
ARG PSHCKNC001, LLC | |
ARG PSPRAIL001, LLC | |
ARG PSMSNTX001, LLC | |
ARG PSMRDMS001, LLC | |
ARG NIFLNNH001, LLC | |
ARG MT2PKSLB002, LLC | |
ARG VSSRACA003, LLC | |
ARG FEBTHNB001, LLC | |
ARG FELWDNB001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARG FEMTNNB001, LLC | |
ARG KLSLBNC001, LLC | |
ARG PSDANVA001, LLC | |
ARG PSDEMIA001, LLC | |
ARG PSYNSOH001, LLC | |
ARG PSDAYOH001, LLC | |
ARG NIFLNNH002, LLC | |
ARG STELDCA001, LLC | |
ARG STWINCT001, LLC | |
ARG STKNCMO001, LLC | |
ARG STFALNY001, LLC | |
ARG KLSLBNC002, LLC | |
ARG WPOTWOH001, LLC | |
ARG WPCLDOH001, LLC | |
ARG WPCLDOH002, LLC | |
ARG WPMRNOH001, LLC | |
ARG WPFNDOH001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARG WPCLVTN001, LLC | |
ARG SBPSLTX001, LLC | |
ARG NIAMHNH001, LLC | |
ARG WMBVLAR001, LLC | |
ARG PPSPPTX001, LLC | |
ARG PPSHLTX001, LLC | |
ARG THDEXMI001, LLC | |
ARG THAARMI001, LLC | |
ARG THMISIN001, LLC | |
ARG PRBRIMI001, LLC | |
ARG PRBRIMI002, LLC | |
ARG PRBRIMI003, LLC | |
ARG PF4PCAN001 US, LLC | |
ARG PFB4PCK001, LLC | |
ARG NXHSNTX001, LLC | |
ARC ACHNETH001, LLC | |
ARG EMSPHIL001, LLC | |
ARC TKMANUK001, LLC | |
ARG NIGETMA001, LLC | |
ARG BOOT8UK001, LLC | |
ARG BOOT8UK002, LLC | |
ARG BOOT8UK003, LLC | |
ARG BOOT8UK004, LLC | |
ARG BOOT8UK005, LLC | |
ARG BOOT8UK006, LLC | |
ARG BOOT8UK007, LLC | |
ARG BOOT8UK008, LLC | |
ARC RMNUSGER01, LLC | |
ARC OBMYNGER01, LLC | |
ARC REXREGER01, LLC | |
METHAGER01, LLC | |
ARC HPDFS HOLDCO, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC MCCARUK001, LLC | |
ARC WKBPLUK001, LLC | |
ARC EEMTRUK001, LLC | |
ARC TWSWDUK001, LLC | |
ARC WKSOTUK001, LLC | |
ARC WKMCRUK001, LLC | |
ARC PFBFDUK001, LLC | |
ARC CCLTRUK001, LLC | |
ARC ALSFDUK001, LLC | |
ARC DFSMCUK001, LLC | |
ARC AMWORUK001, LLC | |
ARC MEROXUK001, LLC | |
ARC BKSCOUK001, LLC | |
ARC FUMANUK001, LLC | |
ARC CABIRUK001, LLC | |
ARC IAREDUK001, LLC | |
ARC HPNEWUK001, LLC | |
GNL RETAIL GP, LLC | |
ARG DDFLTMI001, LLC | |
ARG NCD5PCK001, LLC | |
ARG DG17PCK001, LLC | |
ARG ARDRDLA001, LLC | |
ARG AR16PCK001, LLC | |
ARC MFAKNSC001, LLC | |
ARC MFVALGA001, LLC | |
ARC MFMDNID001, LLC | |
ARG KGOMHNE001, LLC | |
ARC DB5SAAB001, LLC | |
ARC HR5STP3002, LLC | |
ARC HR5STP3001, LLC | |
ARC HR5STP1002, LLC | |
ARC HR5STP1001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC HR5STP2001, LLC | |
ARG DDHBLTX001, LLC | |
ARG SCSPFOH001, LLC | |
ARG FEMARIL001, LLC | |
ARG MCWOKUK001, LLC | |
ARC KPHTNNE001, LLC | |
GNL CANADIAN HOLDCO, LLC | |
ARC FEGRFND001, LLC | |
ARC FESOUIA001, LLC | |
ARC FEEGLWI001, LLC | |
ARC FEWAUWI001, LLC | |
ARC FMMTVAL001, LLC | |
ARG DNMGCIN001, LLC | |
ARG FMBKHMS001, LLC | |
ARG FMCTVMS001, LLC | |
ARC DGBNBGA001, LLC | |
ARC ORMNTWI001, LLC | |
ARC TKLWSFL001, LLC | |
ARC AZTMPGA001, LLC | |
ARC AAANGIN001, LLC | |
ARC DGVDRTX001, LLC | |
ARC AABNLFL001, LLC | |
ARC AAWSNGA001, LLC | |
ARC BKMST41001, LLC | |
ARC CBDTNPA001, LLC | |
ARC CBPHLPA002, LLC | |
ARC CBPHLPA003, LLC | |
ARC CBPHLPA004, LLC | |
ARC CBRBRPA001, LLC | |
ARC CBWNEPA001, LLC | |
ARC AZCROMI001, LLC | |
ARC AATNTMA001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC FDFNTPA001, LLC | |
ARG WLGREFI001, LLC | |
ARG CCFAYNC001, LLC | |
ARG CCLTZFL001, LLC | |
ARG FMATHTX001, LLC | |
ARG DGCSTKY001, LLC | |
ARG DGSDLKY001, LLC | |
ARG DGFLSKY001, LLC | |
ARG DGELKKY001, LLC | |
ARG DGLCNMI001, LLC | |
ARG DGCLKIA001, LLC | |
ARG DGCTSMI001, LLC | |
ARG DI51PCK001, LLC | |
ARG AA12PCK001, LLC | |
ARC FEWTNSD001, LLC | |
ARC FELELMS001, LLC | |
ARC HR5VAGA001, LLC | |
ARC HR5BIAL001, LLC | |
ARC HR5HASC001, LLC | |
ARC FECNBIA001, LLC | |
ARC TPEGPTX001, LLC | |
ARG FMCHIIL001, LLC | |
ARC DGSVNMO001, LLC | |
ARG AA14PCK001, LLC | |
ARC DGMSNTX002, LLC | |
ARC DGBGLLA001, LLC | |
ARC DGDNDLA001, LLC | |
ARC AZCTOLA001, LLC | |
ARC DGATHMI001, LLC | |
ARC DGFLRMI001, LLC | |
ARC DGHDNMI001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC DGMKNMI001, LLC | |
ARC DGRSEMI001, LLC | |
ARC BFFTMFL001, LLC | |
ARC DGVNLTN001, LLC | |
ARC TSVRNCT001, LLC | |
ARC DGMRALA001, LLC | |
ARC LWMCNGA001, LLC | |
ARC FLCLTNC001, LLC | |
ARC DGNTALA001, LLC | |
ARC DGGSBVA001, LLC | |
ARC FDCHLID001, LLC | |
ARC CHLKJTX001, LLC | |
ARC CHVCTTX001, LLC | |
ARC CVANSAL001, LLC | |
ARC DGSTNVA001, LLC | |
ARC DGMBLAR001, LLC | |
ARC WGLNSMI001, LLC | |
ARC ABHNDMS001, LLC | |
ARC DGGNWLA001, LLC | |
ARC CKMST19001, LLC | |
ARC WGOKCOK001, LLC | |
ARC WGGLTWY001, LLC | |
ARC TSHTNMI001, LLC | |
ARC TSHRLKY001, LLC | |
ARC MFKXVTN002, LLC | |
ARC DGFHLLA001, LLC | |
ARC DGLCRMN002, LLC | |
ARC DGFTSAR001, LLC | |
ARC DGHTSAR001, LLC | |
ARC DGRYLAR001, LLC | |
ARC DGWSNNY001, LLC | |
ARC DGLAFTN001, LLC | |
ARC FDCRLMO001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Sigantory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC ARVIRMN001, LLC | |
ARC FDWLDCO001, LLC | |
ARC CBLDLPA001, LLC | |
ARC CBLMAPA001, LLC | |
ARC CBPHLPA001, LLC | |
ARC DGSRBMO001, LLC | |
ARC ARERIPA001, LLC | |
ARC FDDXRNM001, LLC | |
ARC FDHCRTX001, LLC | |
ARC FDPLSTX001, LLC | |
ARC DGHBKLA001, LLC | |
ARC DGTLSLA001, LLC | |
ARC DGDVLLA001, LLC | |
ARC DGCHEOK001, LLC | |
ARC DGBKHMS001, LLC | |
ARC DGCMBMS001, LLC | |
ARC DGFRTMS001, LLC | |
ARC DGRLFMS001, LLC | |
ARC DGWPTMS001, LLC | |
ARC DGHTGWV001, LLC | |
ARC DGWRNIN001, LLC | |
ARC HR5MSSE001, LLC | |
ARC HR5CURI001, LLC | |
ARC HR5SINJ001, LLC | |
ARG CCNLVTX001, LLC | |
ARG FMIDBOK001, LLC | |
ARG FMTYLTX001, LLC | |
ARG CCPBLCO001, LLC | |
ARG DGBRWKY001, LLC | |
ARG DDEPOTX001, LLC | |
ARC DGGVLMS002, LLC | |
ARC LWFYTNC001, LLC | |
ARC LWAKNSC001, LLC | |
ARC WGTKRGA001, LLC | |
ARC CVHYKMA001, LLC, | |
each a Delaware limited liability company |
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership | |||
By: | GNL RETAIL GP, LLC, a Delaware limited liability company, its general partner | ||
By: | /s/ Jesse C. Galloway | ||
Name: | Jesse C. Galloway | ||
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
OSMOSIS SUB I, LLC, | ||
a Maryland limited liability company | ||
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC GLOBAL II (NETHERLANDS) HOLDINGS LIMITED, a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL II ING LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL (GUERNSEY) HOLDINGS LIMITED, a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
LPE LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL II LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC GLOBAL II (MIDCO) LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL II (FRANCE) HOLDINGS LIMITED, | ||
a Guernsey company | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Director | |
TYCO MANCHESTER LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL II (GERMANY) HOLDINGS LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL II WEILBACH LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC GLOBAL II (UK) HOLDINGS LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARC GLOBAL II NCR LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
HC GLASGOW LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director | |
ARG UK PROPERTY LIMITED, | ||
a Guernsey company | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Director | |
ARG GLOBAL (GUERNSEY) ONE LIMITED, | ||
a Guernsey company | ||
By: | /s/ Gavin John Farrell | |
Name: | Gavin John Farrell | |
Title: | Director |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARG WPFBRIT001 S.R.L. | ||
as Guarantor | ||
By: | /s/ Edward M. Weil, Jr. | |
Name: | Edward M. Weil, Jr. | |
Title: | Sole Director |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC GLOBAL II (LUXEMBOURG) HOLDINGS S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B196379 | ||
By: | /s/ Edward M. Weil, Jr. | |
Name: | Edward M. Weil, Jr. | |
Title: | Class A Manager and Authorized Signatory | |
ARC GLOBAL II DB LUX S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B96624 | ||
By: | /s/ Edward M. Weil, Jr. | |
Name: | Edward M. Weil, Jr. | |
Title: | Class A Manager and Authorized Signatory | |
ARC GLOBAL II EUROPE HOLDING S.Á R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B278689 | ||
By: | /s/ Edward M. Weil, Jr. | |
Name: | Edward M. Weil, Jr. | |
Title: | Class A Manager and Authorized Signatory |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARG PF4PCAN001, ULC, | ||
an Alberta unlimited liability corporation | ||
By: | /s/ Jesse C. Galloway | |
Name: | Jesse C. Galloway | |
Title: | Director |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC GLOBAL II (HOLDING), a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant | |
ARC GLOBAL II BORDEAUX, a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant | |
ARC GLOBAL II MARSEILLE, a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant | |
ARC GLOBAL II AMIENS, a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant | |
ARC GLOBAL II BLOIS, a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant |
[Signatures Continue on Next Page]
Signature Page to Contribution Agreement
ARC GLOBAL II STRASBOURG, a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant | |
ARC GLOBAL II BREST, a French société civile immobiliére | ||
By: | /s/ Jacquelyn Shimmin | |
Name: | Jacquelyn Shimmin | |
Title: | Gerant |
Signature Page to Contribution Agreement