National Retail Properties, Inc. Sample Contracts

LEASE SUMMARY -------------------------------------------------------------------------------
Lease Agreement • July 25th, 2003 • Commercial Net Lease Realty Inc • Real estate investment trusts
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CAPTEC NET LEASE REALTY, INC., as Seller,
Asset Purchase Agreement • August 1st, 2001 • Commercial Net Lease Realty Inc • Real estate investment trusts • Delaware
UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 1997 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
RECITALS
Loan Agreement • March 29th, 1996 • Commercial Net Lease Realty Inc • Real estate investment trusts • Florida
as Borrower
Loan Agreement • August 1st, 2001 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
4,000,000 SHARES COMMERCIAL NET LEASE REALTY, INC.
Underwriting Agreement • November 28th, 2001 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
1 EXHIBIT 4.2 COMMERCIAL NET LEASE REALTY, INC.
Supplemental Indenture • March 20th, 1998 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
COMMERCIAL NET LEASE REALTY, INC. __% NOTES DUE 2008 UNDERWRITING AGREEMENT
Underwriting Agreement • March 20th, 1998 • Commercial Net Lease Realty Inc • Real estate investment trusts
UNDERWRITING AGREEMENT
Underwriting Agreement • July 25th, 2003 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
as Issuer to
Supplemental Indenture • June 4th, 2002 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
SECURED PROMISSORY NOTE ----------------------- D-750906
Secured Promissory Note • March 29th, 1996 • Commercial Net Lease Realty Inc • Real estate investment trusts
NATIONAL RETAIL PROPERTIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 7th, 2016 • National Retail Properties, Inc. • Real estate investment trusts • New York

National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named on Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate principal amount of $350,000,000 3.60% Notes due 2026 (the “Securities”), to be issued under an indenture (as the same has been and may be amended and supplemented, the “Indenture”) dated as of March 25, 1998, as amended and supplemented by a Fifteenth Supplemental Indenture (the “Fifteenth Supplemental Indenture”) to be dated as of December 12, 2016, between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”). The respective amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

UNDERWRITING AGREEMENT
Underwriting Agreement • March 26th, 1998 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
NATIONAL RETAIL PROPERTIES, INC. 12,000,000 Shares Common Stock ($0.01 par value per share) Equity Distribution Agreement
Equity Distribution Agreement • February 26th, 2018 • National Retail Properties, Inc. • Real estate investment trusts • New York

NATIONAL RETAIL PROPERTIES, INC., a corporation organized under the laws of Maryland (the “Company”), confirms its agreement (this “Agreement”) with [ ] (the “Manager”) as follows:

1 EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 16th, 1997 • Commercial Net Lease Realty Inc • Real estate investment trusts • Maryland
NATIONAL RETAIL PROPERTIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 15th, 2013 • National Retail Properties, Inc. • Real estate investment trusts • New York

National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named on Schedule I hereto (the “Underwriters”) hereto for whom you are acting as Representatives (the “Representatives”) an aggregate principal amount of $350,000,000 3.30% Notes due 2023 (the “Securities”), to be issued under an indenture (as the same has been and may be amended and supplemented, the “Indenture”) dated as of March 25, 1998, as amended and supplemented by a Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture”) to be dated as of April 15, 2013, between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”). The respective amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

RECITALS:
Real Estate Purchase Contract • July 25th, 2003 • Commercial Net Lease Realty Inc • Real estate investment trusts
1 EXHIBIT 1.2 COMMON STOCK PURCHASE AGREEMENT 2,570,000 SHARES OF COMMON STOCK
Common Stock Purchase Agreement • September 18th, 1997 • Commercial Net Lease Realty Inc • Real estate investment trusts • Maryland
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DEPOSIT AGREEMENT
Deposit Agreement • November 6th, 2006 • National Retail Properties, Inc. • Real estate investment trusts • Maryland

This DEPOSIT AGREEMENT is made and entered into as of October 12, 2006 by and among National Retail Properties, Inc., a Maryland corporation (the “Company”), American Stock Transfer & Trust Company, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

EXHIBIT 1.2 COMMERCIAL NET LEASE REALTY, INC. 7.75% Notes due 2012 UNDERWRITING AGREEMENT
Underwriting Agreement • June 4th, 2002 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
DEPOSIT AGREEMENT
Deposit Agreement • October 11th, 2016 • National Retail Properties, Inc. • Real estate investment trusts • Maryland

This DEPOSIT AGREEMENT is made and entered into as of October 11, 2016 by and among National Retail Properties, Inc., a Maryland corporation (the “Company”), American Stock Transfer & Trust Company, LLC, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

NATIONAL RETAIL PROPERTIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 2017 • National Retail Properties, Inc. • Real estate investment trusts • New York

National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named on Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate principal amount of $400,000,000 3.50% Notes due 2027 (the “Securities”), to be issued under an indenture (as the same has been and may be amended and supplemented, the “Indenture”) dated as of March 25, 1998, as amended and supplemented by a Sixteenth Supplemental Indenture (the “Sixteenth Supplemental Indenture”) to be dated as of September 14, 2017, between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”). The respective amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,...
Global Security Agreement • May 29th, 2024 • NNN Reit, Inc. • Real estate investment trusts

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.

EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2008 • National Retail Properties, Inc. • Real estate investment trusts • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 1, 2008, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Kevin B. Habicht, residing at the address set forth on the signature page hereof (“Executive”).

EXHIBIT 4.2 COMMERCIAL NET LEASE REALTY, INC.
Indenture • May 29th, 2003 • Commercial Net Lease Realty Inc • Real estate investment trusts • New York
Contract
Underwriting Agreement • May 29th, 2024 • NNN Reit, Inc. • Real estate investment trusts • New York
EXHIBIT 4.2 COMMERCIAL NET LEASE REALTY, INC.
Indenture • February 27th, 2009 • National Retail Properties, Inc. • Real estate investment trusts • New York
NATIONAL RETAIL PROPERTIES, INC. 12,000,000 Depositary Shares Each Representing a 1/100th Interest in a share of 5.20% Series F Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (Liquidation Preference Equivalent to $25.00 Per...
Underwriting Agreement • October 6th, 2016 • National Retail Properties, Inc. • Real estate investment trusts • New York

National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named on Schedule I hereto (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”) 12,000,000 shares (the “Firm Shares”) of its depositary shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Company’s 5.20% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 1,800,000 Depositary Shares solely to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, hereinafter called the “Shares”). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

FORM] DEPOSIT AGREEMENT
Deposit Agreement • February 27th, 2009 • National Retail Properties, Inc. • Real estate investment trusts • Maryland

This DEPOSIT AGREEMENT is made and entered into as of , by and among National Retail Properties, Inc., a Maryland corporation (the “Company”), , as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

NATIONAL RETAIL PROPERTIES, INC. 3,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2008 • National Retail Properties, Inc. • Real estate investment trusts • New York

National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representatives (the “Representatives”) 3,000,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 450,000 shares of Common Stock solely to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, hereinafter called the “Shares”). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2011 • National Retail Properties, Inc. • Real estate investment trusts

THIS AMENDMENT to the Employment Agreement, dated as of December 1, 2008, between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Julian E. Whitehurst (the “Executive”) (the “Employment Agreement”), is made and entered into as of November 19, 2010 (the “Amendment”). Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Employment Agreement.

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