Second Amended and Restated Share Repurchase Plan, dated November 15, 2024

Definitions

Adviser – FNLR Management LLC, a Delaware limited liability company.

Class A units – shall mean the units of the Operating Partnership classified as Class A.

Class D shares – shall mean the Company’s common shares classified as Class D.

Class D units – shall mean the units of the Operating Partnership classified as Class D.

Class D-S shares – shall mean the Company’s common shares classified as Class D-S.

Class D-S units – shall mean the units of the Operating Partnership classified as Class D-S.

Class E shares – shall mean the Company’s common shares classified as Class E.

Class E units – shall mean the units of the Operating Partnership classified as Class E.

Class F-D shares – shall mean the Company’s common shares classified as Class F-D.

Class F-D units – shall mean the units of the Operating Partnership classified as Class F-D.

Class F-I shares – shall mean the Company’s common shares classified as Class F-I.

Class F-I units – shall mean the units of the Operating Partnership classified as Class F-I.

Class F-S shares – shall mean the Company’s common shares classified as Class F-S.

Class F-S units – shall mean the units of the Operating Partnership classified as Class F-S.

Class I shares – shall mean the Company’s common shares classified as Class I.

Class I units – shall mean the units of the Operating Partnership classified as Class I.

Class S shares – shall mean the Company’s common shares classified as Class S.

Class S units – shall mean the units of the Operating Partnership classified as Class S.

Company – shall mean Fortress Net Lease REIT, a Maryland statutory trust.

Dealer Manager – shall mean Independent Brokerage Solutions LLC, a New York limited liability company.

NAV – shall mean the net asset value of the Company attributable to its Shareholders or the net asset value of a class of its shares or the net asset value of the Operating Partnership or the net asset value of a class of Operating Partnership units, as the context requires, determined in accordance with the Company’s net asset value calculation policies and procedures and Valuation Guidelines described in the Company’s confidential private placement memorandum, as it may be amended or supplemented from time to time.

Operating Partnership – shall mean FNLR OP LP, a Delaware limited partnership.

Operating Partnership units – shall mean limited partnership interests in the Operating Partnership.

Plan – shall mean this share repurchase plan of the Company.

Shareholders – shall mean the holders of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class D-S shares and Class E shares.

Special Limited Partner – shall mean FNLR SLP LLC, a Delaware limited liability company.

Transaction Price – shall mean the repurchase price per share for each class of common shares, which shall be equal to the then-current offering price before any applicable selling commissions and dealer manager fees.

Share Repurchase Plan

Shareholders may request that the Company repurchase its common shares through their financial advisor or directly with the Company’s transfer agent. The procedures relating to the repurchase of the Company’s common shares are as follows:

Corporate investors and other non-individual entities must have an appropriate certification on file authorizing repurchases. A signature guarantee may be required.

Minimum Account Repurchases

Notwithstanding any Mandatory Holding Period (as defined below), in the event that any Shareholder fails to maintain the minimum balance of $500 of the Company’s common shares, the Company may repurchase all of the shares held by that Shareholder at the repurchase price in effect on the date the Company determines that such Shareholder has failed to meet the minimum balance, less any Early Repurchase Deduction (in the case of any Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares). Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company’s NAV. Minimum account repurchases are subject to any Early Repurchase Deduction.

Sources of Funds for Repurchases

The Company may fund repurchase requests from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds (including from sales of the Company’s common shares or Operating Partnership units to the Special Limited Partner), the sale of the Company’s assets and repayments of the Company’s real estate debt investments, and the Company has no limits on the amounts it may fund from such sources.

In an effort to have adequate cash available to support the Plan and to fund investments, the Company may reserve borrowing capacity under a line of credit. The Company could then elect to borrow against this line of credit in part to repurchase shares presented for repurchase during periods when the Company does not have sufficient proceeds from operating cash flows or the sale of shares in its continuous offering to fund all repurchase requests.

Repurchase Limitations

The Company may repurchase fewer shares than have been requested in any particular month to be repurchased under this Plan, or none at all, in its discretion at any time. In addition, the aggregate NAV of total repurchases of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class D-S shares and Class E shares (including repurchases at certain non-U.S. investor access funds primarily created to hold the Company’s common shares but excluding any Early Repurchase Deduction applicable to the repurchased shares) under this Plan and redemptions of Class S units, Class D units, Class I units, Class F-S units, Class F-D units, Class F-I units, Class D-S units, Class E units and Class A units of the Company’s Operating Partnership will be limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV attributable to Shareholders as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding three months).

All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of this Plan, as applicable.

Should repurchase requests, in the Company’s judgment, place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other investments rather than repurchasing the Company’s shares is in the best interests of the Company as a whole, the Company may choose to repurchase fewer shares in any particular month than have been requested to be repurchased, or none at all. Further, the Company’s board of trustees may make exceptions to, modify or suspend this Plan if, in its reasonable judgment, it deems such action to be in the best interest of the Company and its Shareholders. Material modifications, including any amendment to the 2% monthly or 5% quarterly limitations on repurchases, to and suspensions of the Plan will be promptly disclosed to Shareholders’ financial advisors. In addition, the Company may determine to suspend this Plan due to regulatory changes, changes in law or if the Company becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. Once this Plan is suspended, the Company’s board of trustees will be required to consider at least quarterly whether the continued suspension of this Plan is in the best interests of the Company and its Shareholders. The Company’s board of trustees must affirmatively authorize the recommencement of this Plan before Shareholder requests will be considered again. The Company’s board of trustees cannot terminate this Plan absent a liquidity event which results in Shareholders receiving cash or securities listed on a national securities exchange or where otherwise required by law.

Shares or Operating Partnership units held by the Adviser acquired as payment of the Adviser’s management fee or as reimbursements of expenses or held by the Special Limited Partner for its performance participation interest will not be subject to the limits of this Plan, any Early Repurchase Deduction, any Mandatory Holding Period or the calculation of NAV. Shareholders who are exchanging a class of the Company’s shares for an equivalent aggregate NAV of another class of the Company’s shares will not be subject to, and will not be treated as repurchases for the calculation of, the 2% monthly or 5% quarterly limitations on repurchases and will not be subject to any Early Repurchase Deduction or any Mandatory Holding Period in respect of any such exchange.

Mandatory Holding Period (Class D-S Shares)

Class D-S shares may only be repurchased by the Company to the extent they have been outstanding for at least two years (the “Mandatory Holding Period”). The Mandatory Holding Period is measured as of the first calendar day immediately following the prospective Repurchase Date. Additionally, any Shareholder who has received  Class D-S shares in exchange for its Operating Partnership units may include the period of time such Shareholder held such Operating Partnership units for purposes of calculating the holding period for such shares. The Mandatory Holding Period will not apply to Class D-S shares acquired through the Company’s distribution reinvestment plan.

The Company may, from time to time, waive the Mandatory Holding Period in the following circumstances (subject to the conditions described below):

As set forth above, the Company may waive the Mandatory Holding Period in respect of repurchase of Class D-S shares resulting from the death or qualifying disability (as such term is defined in Section 72(m)(7) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) of a Shareholder who is a natural person, including such shares held by such Shareholder through a trust or an individual retirement account (IRA) or other retirement or profit-sharing plan, after (i) in the case of death, receiving written notice from the estate of the Shareholder, the recipient of such shares through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust or (ii) in the case of qualified disability, receiving written notice from such shareholder along with a physician’s certification of disability as defined in Section 72(m)(7) of the Code; provided that the condition causing the qualifying disability was not pre-existing on the date that the Shareholder became a Shareholder. The Company must receive the written repurchase request within 12 months after the death of the Shareholder or the initial determination of the Shareholder’s disability in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death or disability of a Shareholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the Shareholder. If spouses are joint registered holders of any Class D-S shares, the request to have such shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the Shareholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Mandatory Holding Period upon death or disability does not apply.

In addition, Class D-S shares may be sold to certain feeder vehicles primarily created to hold such shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company may agree not to apply the Mandatory Holding Period to the feeder vehicles or underlying investors, often because of administrative or systems limitations. Further, the Company will not apply the Mandatory Holding Period on repurchases of any Class D-S shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company.

Early Repurchase Deduction

For Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares, there is no minimum holding period and Shareholders holding any such shares can request that the Company repurchase such shares at any time. However, subject to limited exceptions, Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares that have not been outstanding for at least one year will be repurchased at 98% of the Transaction Price (an “Early Repurchase Deduction”) on the applicable Repurchase Date. The one-year holding period is measured as of the first calendar day immediately following the prospective Repurchase Date. Additionally, any Shareholder who has received Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares or Class E shares in exchange for its Operating Partnership units may include the period of time such Shareholder held such Operating Partnership units for purposes of calculating the holding period for such shares of the Company, as applicable. This Early Repurchase Deduction will also generally apply to minimum account repurchases. The Early Repurchase Deduction will not apply to (i) Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares acquired through the Company’s distribution reinvestment plan and (ii) Class D-S shares.

The Company may, from time to time, waive the Early Repurchase Deduction in the following circumstances (subject to the conditions described below):

As set forth above, the Company may waive the Early Repurchase Deduction in respect of repurchases of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares resulting from the death or qualifying disability (as such term is defined in Section 72(m)(7) of the Code) of a Shareholder who is a natural person, including such shares held by such Shareholder through a trust or an individual retirement account (IRA) or other retirement or profit- sharing plan, after (i) in the case of death, receiving written notice from the estate of the Shareholder, the recipient of such shares through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust or (ii) in the case of qualified disability, receiving written notice from such Shareholder along with a physician’s certification of disability as defined in Section 72(m)(7) of the Code; provided that the condition causing the qualifying disability was not pre-existing on the date that the Shareholder became a Shareholder. The Company must receive the written repurchase request within 12 months after the death of the Shareholder or the initial determination of the Shareholder’s disability in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death or disability of a Shareholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the Shareholder. If spouses are joint registered holders of any Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares, the request to have such shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the Shareholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Early Repurchase Deduction upon death or disability does not apply.

In addition, Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares and Class E shares may be sold to certain feeder vehicles primarily created to hold the Company’s shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company may agree not to apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. Further, the Company will not apply the Early Repurchase Deduction on repurchases of any Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares or Class E shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company.

In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the Plan, as applicable.

The Company may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of or repayment under its assets, borrowings or offering proceeds, and the Company has no limits on the amounts it may pay from such sources. Should repurchase requests, in the Company’s judgment, place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real estate or other investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Plan if it deems in its reasonable judgment such action to be in best interest of the Company and its Shareholders.

Notwithstanding the foregoing, any shares and/or Operating Partnership units held by the Adviser acquired as payment of the Adviser’s management fee or held by the Special Limited Partner for its performance participation interest will not be subject to the limits of the Plan, including the Early Repurchase Deduction. Shareholders who are exchanging any class of shares for an equivalent aggregate NAV of another class of shares will not be subject to, and such exchanges will not be treated as repurchases for the calculation of, the 2% monthly or 5% quarterly limitations on repurchases and will not be subject to the Early Repurchase Deduction.

Key Person Event

In the event that both of Joshua Pack and Ahsan Aijaz are no longer actively involved in the affairs of the Company, a key person event will be deemed to have occurred (a “Key Person Event”) and the Company’s shareholders will be notified within 10 business days of the occurrence of such Key Person Event. Upon the occurrence of a Key Person Event, the Company will waive any applicable Early Repurchase Deduction for repurchase requests with respect to shares that are outstanding at the time of the Key Person Event.

Items of Note

Frequent Trading and Other Policies

The Company may reject for any reason, or cancel as permitted or required by law, any purchase orders for its common shares. For example, the Company may reject any purchase orders from market timers or investors that, in the Company’s opinion, may be disruptive to its operations. Frequent purchases and sales of the Company’s shares can harm Shareholders in^. various ways, including reducing the returns to long-term Shareholders by increasing the Company’s costs, disrupting portfolio management strategies and diluting the value of the shares of long-term Shareholders.

In general, Shareholders may request that the Company repurchase their shares once every 30 days. However, the Company prohibits frequent trading. The Company defines frequent trading as follows:

The following are excluded when determining whether transactions are excessive:

At the Dealer Manager’s discretion, upon the first violation of the policy in a calendar year, purchase and repurchase privileges may be suspended for 90 days. Upon a second violation in a calendar year, purchase and repurchase privileges may be suspended for 180 days. On the next business day following the end of the 90 or 180-day suspension, any transaction restrictions placed on a Shareholder may be removed.

The Company and its transfer agent will not be responsible for the authenticity of mail or phone instructions or losses, if any, resulting from unauthorized Shareholder transactions if they reasonably believe that such instructions were genuine. The Company’s transfer agent has established reasonable procedures to confirm that instructions are genuine including requiring the Shareholder to provide certain specific identifying information on file and sending written confirmation to Shareholders of record. Shareholders, or their designated custodian or fiduciary, should carefully review such correspondence to ensure that the instructions were properly acted upon. If any discrepancies are noted, the Shareholder, or its agent, should contact his, her or its financial advisor as well as the Company’s transfer agent in a timely manner, but in no event more than 60 days from receipt of such correspondence. Failure to notify such entities in a timely manner will relieve the Company, the Company’s transfer agent and the financial advisor of any liability with respect to the discrepancy.