Material Agreement Form 8 K

Fortress Net Lease REIT (the "Company") has established a new series of Class S common shares, par value $0.01 per share (the "Class S shares"), Class D common shares, par value $0.01 per share (the "Class D shares"), and Class I common shares, par value $0.01 per share (the "Class I shares" and, together with the Class S shares and Class D shares, the "New Shares"), as described in Item 5.03 of this Current Report on Form 8-K (this "Current Report").

In connection with the establishment of the New Shares and substantially concurrently with the Company's adoption of the Amended Declaration of Trust (as defined below in Item 5.03 of this Current Report), the Company renamed the existing series of Class D common shares, par value $0.01 per share (the "Legacy Class D shares"), as Class D-S common shares (the "Class D-S shares"). Other than the name change effectuated under the Amended Declaration of Trust, the Class D-S shares are identical to the Legacy Class D shares in all respects, including as it relates to preferences, rights, voting powers, restrictions and limitations. In addition, effective as of November 15, 2024, the Company's existing Class B common shares (the "Legacy Class B shares") and Class C common shares (the "Legacy Class C shares" and, together with the Legacy Class B shares, the "Cancelled Shares") were cancelled.

The preferences, rights, voting powers, restrictions and limitations of redemptions for the New Shares are substantially similar to the preferences, rights, voting powers, restrictions and limitations of the Company's existing Class F-S common shares, Class F-D common shares and Class F-I common shares (collectively, the "Existing Shares"), including the same proportional rights to the Company's assets, except that each series of New Shares pays a management fee equal to 1.25% of net asset value ("NAV") per annum and entitles the Special Limited Partner (as defined below) to receive a performance participation allocation equal to 12.5% of the Total Return (as defined in the Amended Operating Partnership Agreement (as defined below)) from unit holders of the Operating Partnership (as defined below), subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up (each as defined in the Amended Operating Partnership Agreement).

Third Amended and Restated Limited Partnership Agreement of FNLR OP LP

On November 15, 2024, FNLR GP LLC, a Delaware limited liability company and the Company's wholly-owned subsidiary, on behalf of itself and FNLR SLP LLC, a Delaware limited liability company and a wholly-owned subsidiary of Fortress Investment Group LLC (the "Special Limited Partner"), and the limited partners thereto, entered into the Third Amended and Restated Limited Partnership Agreement (the "Amended Operating Partnership Agreement") of FNLR OP LP, a Delaware limited partnership and subsidiary of the Company (the "Operating Partnership"). The Amended Operating Partnership Agreement amends the prior version of the agreement to make certain updates to reflect the establishment of the New Shares and the renamed Class D-S shares and to establish new units of the Operating Partnership designated as Class S units, Class D units and Class I units (collectively, the "New OP Units"), to rename the existing Class D units (the "Legacy Class D Units") as Class D-S units (the "Class D-S Units"), and to cancel the existing Class B units and Class C units. Other than the name change, the Class D-S Units are identical to the Legacy Class D Units in all respects, including as it relates to preferences, rights, voting powers, restrictions and limitations. The preferences, rights, voting powers, restrictions and limitations of conversion and redemption for the New OP Units are substantially similar to the preferences, rights, voting powers, restrictions and limitations of the Operating Partnership's Class F-S units, Class F-D units and Class F-I units (collectively, the "Existing OP Units"), except that the New OP Units are subject to a management fee equal to 1.25% of NAV per annum and entitle the Special Limited Partner to receive a performance participation allocation equal to 12.5% of the Total Return from unit holders of the Operating Partnership, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up.

The foregoing description is only a summary of the material provisions of the Amended Operating Partnership Agreement and is qualified in its entirety by reference to the full text of the Amended Operating Partnership Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.

Second Amended and Restated Management Agreement

On November 15, 2024, the Company, the Operating Partnership and FNLR Management LLC, a Delaware limited liability company (the "Adviser"), entered into the Second Amended and Restated Management Agreement (the "Amended Management Agreement"). The Amended Management Agreement has been amended and restated to reflect the inclusion of the New Shares and Class D-S shares and the removal of the Cancelled Shares. The Amended Management Agreement, including the terms and conditions set forth therein prior to the amendment, otherwise remains unchanged.

The foregoing description is only a summary of the material provisions of the Amended Management Agreement and is qualified in its entirety by reference to the full text of the Amended Management Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated by reference herein.

Second Amended and Restated Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement

On November 15, 2024, the Company, the Adviser and Independent Brokerage Solutions LLC (in such capacity, the "Dealer Manager") entered into the Second Amended and Restated Dealer Manager Agreement (the "Amended Dealer Manager Agreement"), including a revised form of Participating Broker-Dealer Agreement (the "Form of Participating Broker-Dealer Agreement") to be entered into with certain broker-dealers and the Dealer Manager. The Amended Dealer Manager Agreement and the Form of Participating Broker-Dealer Agreement have been amended and restated to reflect the inclusion of the New Shares and Class D-S shares and the removal of the Cancelled Shares. The Amended Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement, including the terms and conditions set forth therein prior to the amendment, otherwise remain unchanged.

The foregoing description is only a summary of the material provisions of the Amended Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement and is qualified in its entirety by reference to the full text of the Amended Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement, which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report and incorporated by reference herein.