Tenth Amendment, dated as of September 12, 2023, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015

Exhibit 4.4

Execution Version

TENTH AMENDMENT

TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.

This Tenth Amendment (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. dated June 2, 2015 (the “Partnership Agreement”), is hereby entered into and effective as of September 12, 2023 (the “Effective Date”), by Global Net Lease, Inc., a Maryland corporation, as general partner (the “General Partner” or “GNL”) of Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Partnership” or “GNL OP”), for itself and on behalf of any limited partners of the Partnership. Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement, the REIT Merger Agreement (defined below), or Internalization Agreement (defined below) as applicable.

WHEREAS this Amendment is being adopted concurrently with the completion of the transactions set forth in (1) the Agreement and Plan of Merger, dated May 23, 2023 (the “REIT Merger Agreement”), by and among the General Partner, GNL OP, The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”), The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned subsidiary of the General Partner (“REIT Merger Sub”) and Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), pursuant to which RTL merged with and into REIT Merger Sub with REIT Merger Sub being the surviving entity and a wholly-owned subsidiary of the General Partner (the “REIT Merger”), OP Merger Sub merged with and into RTL OP with RTL OP as the surviving entity (the “Partnership Merger”); and (2) the Agreement and Plan of Merger, agreement dated May 23, 2023 (the “Internalization Agreement”), by and among the General Partner, RTL, GNL OP, and RTL OP, and other parties thereto, entered into for the purposes of effecting an internalization of the advisory and property management functions of the General Partner, GNL OP RTL and RTL OP (collectively, the “Internalization” and, together with the REIT Merger and Partnership Merger, the “Transactions”); and

WHEREAS, after the REIT Merger, at the effective time of the Partnership Merger, and without any further action on the part of the General Partner, REIT Merger Sub, GNL OP, OP Merger Sub, RTL OP, or the holders of RTL Limited Common Units, GNL Limited Common Units or any limited liability company interests in the OP Merger Sub (i) all of the RTL Limited Partner Common Units held by those other than RTL OP and any RTL OP subsidiary were automatically converted into validly issued GNL Limited Partner Common Units in GNL OP (“New Parent LP Common Units”) in an amount equal to (x) one (1), multiplied by (y) the Common Exchange Ratio, subject to the treatment of fractional units as provided in the REIT Merger Agreement, (ii) each holder of New Parent LP Common Units was admitted as a limited partner of GNL OP in accordance with the terms of the GNL Partnership Agreement; and

WHEREAS, on September 12, 2023, in connection with the Transactions, the General Partner issued 7,933,711 shares of 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”) and 4,595,175 shares of 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series E Preferred Stock”) and the General Partner, pursuant to Section 4.02(b) of the Partnership Agreement, is causing GNL OP to issue to the General Partner, the Series D Preferred Units and Series E Preferred Units (as hereinafter defined); and

WHEREAS, on September 12, 2023, in connection with the REIT Merger, the General Partner issued approximately 93 million shares of common stock, including shares issued in connection with the vesting of certain awards of restricted stock and the vesting of LTIP awards, and the General Partner, pursuant to Section 4.02(b) of the Partnership Agreement is causing GNL OP to issue to the General Partner, additional GNL Limited Partner Common Units; and

WHEREAS, on September 12, 2023, in connection with the Internalization, the General Partner issued 29,614,825 shares of common stock, and the General Partner, pursuant to Section 4.02(b) of the Partnership Agreement is causing GNL OP to issue to the General Partner, additional GNL Limited Partner Common Units; and

WHEREAS, on September 12,2023, the General Partner entered into a Contribution Agreement with its wholly- owned subsidiary, REIT Merger Sub, and pursuant to the agreement, assigned 89,783,255 GNL OP Units to REIT Merger Sub; and

WHEREAS, Section 4.02(a) of the Partnership Agreement authorizes the General Partner to cause the Partnership to issue additional Partnership Units in one or more classes, or one or more series of any such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, preferences and duties, including rights, preferences and duties senior and superior to the then-outstanding Partnership Units as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or other Person; and

WHEREAS, pursuant to the authority granted to the General Partner pursuant to Article 11 of the Partnership Agreement, the General Partner desires to amend the Partnership Agreement in connection therewith; and

WHEREAS, the General Partner desires to revise and restate Schedule A to reflect the consummation of the Transactions and the contribution described herein on the ownership interest in the Partnership.

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

5.01 Allocations.

i.            Special Allocations of Depreciation. Notwithstanding any other provisions of this Sections 5.01, after giving effect to the regulatory allocations in Section 5.01(d), but prior to any allocations under Sections 5.01(a), the Initial Limited Partner shall be entitled to allocations of Depreciation until the cumulative amount of Depreciation allocated to the Initial Limited Partner pursuant to this Section 5.01(c)(i) for all years equals $10,000,000; provided, that (A) the Initial Limited Partner shall notify the Partnership in writing, within fifteen (15) days after the end of the year to which the allocation of Depreciation relates, of the amount of Depreciation the Initial Limited Partner elects to have allocated to it for such year, (B) the amount of Depreciation the Initial Limited Partner may elect to be allocated pursuant to this Section 5.01(c)(i) for any year shall not exceed $10,000,000 minus the amount of Depreciation specially allocated pursuant to this Section 5.01(c)(i) (or the corresponding provision of the Amended and Restated Agreement) to the Initial Limited Partner for all prior years, and (C) if the amount of Depreciation the Partnership is able to allocate in a year is less than the amount the Initial Limited Partner has elected for such year, the Partnership shall notify the Initial limited partner as early as reasonably practicable but in no event later than five (5) days prior to the date it issues K-1’s for such year.

ii.           Special Allocations of Net Property Gain. Notwithstanding any other provisions of this Sections 5.01, after giving effect to the regulatory allocations in Section 5.01(d), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership, shall be allocated to the Initial Limited Partner to the extent of the cumulative amount of Depreciation allocated to the Initial Limited Partner pursuant to Section 5.01(c)(i).

iii.          Special Allocations Regarding Preferred Units. Notwithstanding any other provisions of this Sections 5.01, after giving effect to the regulatory allocations in Section 5.01(d), but prior to any allocations under Section 5.01(a), a pro rata portion of Net Operating Income and Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Operating Income and Net Property Gain of the Partnership, shall be allocated to the General Partner in respect of the Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Series E Preferred Units until they have been allocated such Net Operating Income and Net Property Gain equal to the excess of (A) the cumulative amount of distributions of Cash Available for Distribution the General Partner has received for all the current and prior taxable years or portions thereof with respect to the Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Series E Preferred Units, over (B) the cumulative Net Operating Income and Net Property Gain allocated to the General Partner, pursuant to this Section 5.01(c)(iii) for all the current and prior taxable years or portions thereof.

iv.          Special Allocations Regarding Class B Units. Notwithstanding any other provisions of this Sections 5.01 (other than Section 5.01(c)(iii)), after giving effect to the regulatory allocations in Section 5.01(d) and the special allocations in Section 5.01(c)(i) and Section 5.01(c)(ii), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership, shall be allocated to the Partners holding Class B Units until their Class B Economic Capital Account Balances are equal to (A) the OP Unit Economic Balance, multiplied by (B) the number of their Class B Units; provided, that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership, will be allocated with respect to any particular Class B Unit unless and to the extent that the OP Unit Economic Balance exceeds the OP Unit Economic Balance in existence at the time such Class B Unit was issued. Any allocations made pursuant to the first sentence of this Section 5.01(c)(iv) shall be made among the holders of Class B Units in proportion to the amounts required to be allocated to each under this Section 5.01(c)(iv). The parties agree that the intent of this Section 5.01(c)(iv) is to make the Capital Account balance associated with each Class B Unit to be economically equivalent to the Capital Account balance associated with the OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the OP Units outstanding, without regard to the allocations under this Section 5.01(c)(iv), has increased on a per-unit basis since the issuance of the relevant Class B Unit. To the extent Net Property Loss is allocated to Partners holding Class B Units pursuant to Section 5.01(a), such Net Property Loss shall be allocated among the Partners holding Class B Units in a manner that reverses the allocation of Net Property Gain to such Partner pursuant to this Section 5.01(c)(iv).

v.             Special Allocations Regarding the Special Limited Partner Interest. Notwithstanding any other provisions of this Sections 5.01 (other than Section 5.01(c)(iii)), after giving effect to the regulatory allocations in Section 5.01(d), and to the extent not previously allocated pursuant to Section 5.01(d)(ii), and the special allocations in Sections 5.01(c)(i), 5.01(c)(ii) and 5.01 (c)(iv), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership shall be allocated to the Special Limited Partner until the Special Limited Partner has received aggregate allocations of income for all fiscal years equal to the Listing Amount.

vi.            Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Sections 5.01 (other than Section 5.01(c)(iv)), after giving effect to the regulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(i), 5.01(c)(ii), 5.01(c)(iv) and 5.01(c)(v), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the OP Unit Economic Balance exceeds the OP Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 5.01(c)(vi) shall be made first to the earliest issued LTIP Units. The parties agree that the intent of this Section 5.01(c)(vi) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the OP Units outstanding, without regard to the allocations under this Section 5.01(c)(vi), has increased on a per-unit basis since the issuance of the relevant LTIP Unit.

(a) Reserved.

(b) Notwithstanding anything to the contrary in this Agreement, it is the intent of the Partners (including the Special Limited Partner) that the allocation provisions of Section 5.01 produce (a) a final Capital Account balance of the General Partner in respect of (i) the Series A Preferred Units equal to the aggregate Series A Base Liquidation Preference, plus any accrued but unpaid Series A Preferred Return for each Series A Preferred Unit, (ii) the Series B Preferred Units equal to the aggregate Series B Base Liquidation Preference, plus any accrued but unpaid Series B Preferred Return for each Series B Preferred Unit, (iii) the Series D Preferred Units equal to the aggregate Series D Base Liquidation Preference, plus any accrued but unpaid Series D Preferred Return for each Series D Preferred Unit, and (iv) the Series E Preferred Units equal to the aggregate Series E Base Liquidation Preference, plus any accrued but unpaid Series E Preferred Return for each Series E Preferred Unit, and (b) final Capital Account balances of the Partners holding OP Units, Class B Units and/or LTIP Units with respect to such OP Units, Class B Units and/or LTIP Units equal to the amount such Partners would receive with respect to their OP Units, Class B Units and/or LTIP Units pursuant to Section 5.02(b). To the extent the allocation provisions of Section 5.01 would fail to produce such final Capital Account balances, (y) such provisions shall be amended by the General Partner if and to the extent necessary to produce such result and (z) Net Income, Net Loss, Net Property Gain, Net Property Loss and, to the extent necessary, individual items of income, gain, loss and deduction, of the Partnership for prior open years shall be reallocated by the General Partner, in its sole and absolute discretion, among the Partners to the extent it is not possible to achieve such result with allocations of Net Income, Net Loss, Net Property Gain, Net Property Loss and, to the extent necessary, individual items of income, gain, loss and deduction, of the Partnership for the current year and future years, and if necessary, as guaranteed payments as defined in Section 707(c) of the Code (unless the treatment of a portion of the return on the Series A Preferred Return, Series B Preferred Return, Series D Preferred Return, and Series E Preferred Return, as a guaranteed payment would cause the entire Series A Preferred Return, Series B Preferred Return, Series D Preferred Return, or Series E Preferred Return to be a guaranteed payment, in which case none of such return shall be so treated). This Section 5.07(b) shall control notwithstanding any reallocation or adjustment of taxable Net Income, Net Loss, Net Property Gain, Net Property Loss and, to the extent necessary, individual items of income, gain, loss and deduction, of the Partnership by the IRS or any other taxing authority. The General Partner shall have the authority to amend this Agreement without the consent of the Limited Partners, as it reasonably considers advisable, to make the allocations and adjustments described in this Section 5.07(b).

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. as of the date first set forth above.

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