Listing Note Agreement, dated as of August 18, 2020, between New York City Operating Partnership, L.P. and New York City Special Limited Partnership, LLC

Exhibit 10.1

LISTING NOTE AGREEMENT

This Listing Note Agreement (the “Listing Note”) is hereby entered into on August 18, 2020, effective as of the Listing (the “Effective Date”), by and between New York City Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”) and New York City Special Limited Partnership, LLC, a Delaware limited liability company (the “SLP”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to the applicable term in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 18, 2020 (the “OP Agreement”).

WHEREAS, the SLP is a special limited partner of the Partnership, which is governed by the OP Agreement;

WHEREAS, New York City REIT, Inc., a Maryland corporation (the “Company”), is the general partner of the Partnership; and

WHEREAS, pursuant to Section 5.1(c) of the Agreement of Limited Partnership of the Partnership, dated as of April 24, 2014 (the “Prior OP Agreement”), the Company, as General Partner of the OP, was required to cause the Partnership to make certain distributions to the SLP with respect to its Special Limited Partner Interest upon a Listing.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

The recitals to this Listing Note are incorporated by reference herein and made a part hereof.

The Partnership hereby agrees to distribute to the SLP, with respect to its Special Limited Partner Interest, an aggregate amount equal to (a) 15% of an amount equal to the difference (to the extent the result is a positive number) of (i) the sum of (A) the Market Value plus (B) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Effective Date, exceeds (ii) the sum of (X) the total Gross Proceeds in any Offering plus (Y) the total amount of cash that, if distributed to the stockholders who purchased shares of Common Stock prior to the Effective Date in any Offering, would have provided such stockholders a Priority Return on the total Gross Proceeds raised in all such Offerings through the Effective Date (the amount described in clause (a), the “Listing Amount”) minus (b) any distributions received by the SLP pursuant to Section 5.02(b) of the Prior OP Agreement or Section 3 hereof. The parties hereto understand that the Listing Amount is not determinable until Market Value is determined. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Internal Revenue Code, as amended (the “Code”), this Listing Note shall be disregarded for applicable income tax purposes and the SLP shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under this Listing Note. Without limiting the foregoing, there shall be no other obligations to pay or accrue any other amounts (including interest) with respect to the Listing Note, other than the Listing Amount; provided, that any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Upon closing any Asset Sale that is not a Liquidity Event, after the date of this Listing Note but before the Market Value is determined, the Partnership shall make the distributions required by Section 5.02(b) of the OP Agreement, in accordance therewith.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Listing Note as of the day and year first above written.