Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - American Finance Trust, IncFinancial_Report.xls
EX-10.7 - AMENDED AND RESTATED PSA, DATED JULY 2, 2012 - American Finance Trust, Incex107.htm
EX-21 - LIST OF SUBSIDIARIES - American Finance Trust, Incarctvex21.htm
EX-10.8 - ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED PSA, DATED JULY 19, 2012 - American Finance Trust, Incarctvex108.htm
EX-10.10 - FIRST AMENDMENT TO AMENDED AND RESTATED PSA, DATED AUGUST 21, 2012 - American Finance Trust, Incarctvex1010.htm
EX-32 - SECTION 1350 CERTIFICATIONS - American Finance Trust, Incarctvex32ss.htm
EX-31.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY - American Finance Trust, Incarctvex311ss.htm
EX-14 - CODE OF ETHICS - American Finance Trust, Incv344437_ex14.htm
EX-31.2 - CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER OF THE COMPANY - American Finance Trust, Incarctvex312ss.htm
EX-1.1 - AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT - American Finance Trust, Incv344437_ex1-1.htm
EX-3.1 - ARTICLES OF AMENDMENT AND RESTATEMENT - American Finance Trust, Incv344437_ex3-1.htm
EX-3.2 - SECOND AMENDED AND RESTATED BYLAWS - American Finance Trust, Incv344437_ex3-2.htm
EX-4.1 - AGREEMENT OF LIMITED PARTNERSHIP OF THE OP, DATED AS OF APRIL 4, 2013 - American Finance Trust, Incv344437_ex4-1.htm
EX-3.4 - ARTICLES OF AMENDMENT, DATED APRIL 14, 2013 - American Finance Trust, Incv344437_ex3-4.htm
EX-10.5 - VALUATION SERVICES AGREEMENT BETWEEN THE COMPANY AND DUFF & PHELPS, LLC - American Finance Trust, Incv344437_ex10-5.htm
EX-10.6 - FORM OF RSA AGREEMENT PURSUANT TO THE EMPLOYEE AND DIRECTOR INCENTIVE RSP - American Finance Trust, Incv344437_ex10-6.htm
EX-10.4 - EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF THE COMPANY - American Finance Trust, Incv344437_ex10-4.htm
EX-10.1 - AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT, DATED AS OF MAY 7, 2013 - American Finance Trust, Incv344437_ex10-1.htm
EX-10.3 - PROPERTY MANAGEMENT AND LEASING AGREEMENT, DATED AS OF APRIL 4, 2013 - American Finance Trust, Incv344437_ex10-3.htm
EX-10.2 - ADVISORY AGREEMENT, DATED AS OF APRIL 4, 2013 - American Finance Trust, Incv344437_ex10-2.htm
EX-10.11 - FOURTH AMENDED AND RESTATED INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT - American Finance Trust, Incexinvallocationagreement44.htm
10-Q - 10-Q - American Finance Trust, Incarctv0331201310-qss.htm
EX-10.9 - FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION OF A&R PSA, DATED JULY 26, 2012 - American Finance Trust, Incarctvex109.htm

 

Exhibit 3.3

 

American Realty Capital TRUST V, Inc.

 

ARTICLES OF AMENDMENT

 

American Realty Capital Trust V, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The Charter is hereby amended by deleting in its entirety the paragraph under the heading “SECTION 11.1 MEETINGS OF STOCKHOLDERS” in Article XI of the Charter and substituting in lieu thereof the following:

 

SECTION 11.1 MEETINGS OF STOCKHOLDERS. There shall be an annual meeting of the Stockholders, to be held on such date and at such time and place as shall be determined by or in the manner prescribed in the Bylaws, at which the Directors shall be elected and any other proper business may be conducted. The annual meeting will be held upon reasonable notice on a date that is within a reasonable period of time following the distribution of the Company’s annual report to Stockholders, but not less than thirty (30) days after delivery of such report. The Directors, including the Independent Directors, shall take reasonable steps to ensure that such notice is provided. The holders of a majority of Shares entitled to vote, present in person or by proxy, at an annual meeting at which a quorum is present may, without the necessity for concurrence by the Board, vote to elect the Directors. A quorum shall be the presence in person or by proxy of Stockholders entitled to cast at least fifty percent (50%) of all the votes entitled to be cast at such meeting on any matter. Special meetings of Stockholders may be called in the manner provided in the Bylaws, including by the Chairman of the Board, the President, the Chief Executive Officer, a majority of the Directors or a majority of the Independent Directors, and shall be called by the Secretary of the Company to act on any matter that may properly be considered at a meeting of Stockholders upon written request of Stockholders entitled to cast not less than ten percent (10%) of all votes entitled to be cast on such matter at such meeting. The written request must be delivered in person or by mail and must state the purpose of the meeting and the matters proposed to be acted upon at the meeting. Within ten (10) days after receipt of such written request, either in person or by mail, the secretary of the Company shall provide all Stockholders with written notice, either in person or by mail, of such meeting and the purpose of such meeting. Simultaneously with the receipt of the request, the Corporation shall inform the stockholders requesting the special meeting of the reasonably estimated cost of preparing and mailing a notice of the proposed meeting and request payment accordingly. Notwithstanding anything to the contrary herein, such meeting shall be held not less than fifteen (15) days nor more than sixty (60) days after the Secretary’s delivery of such notice. Subject to the foregoing sentence, if the meeting is called by written request of Stockholders as described in this Section 11.1, such meeting shall be held at the time and place specified in the Stockholders’ request; provided, however, that if none is so specified, such meeting shall be held at a time and place convenient to the Stockholders. If there are no Directors, the Secretary of the Company shall promptly call a special meeting of the Stockholders entitled to vote for the election of successor Directors. Any meeting may be adjourned and reconvened as the Board may determine or as otherwise provided in the Bylaws. Without the approval of a majority of the shares of stock entitled to vote on the matter, the Board may not (i) amend the Charter to materially and adversely affect the rights, preferences and privileges of the Stockholders; (ii) amend provisions

  

 
 

  

of the Charter relating to director qualifications, fiduciary duties, liability and indemnification, conflicts of interest, investment policies or investment restrictions; (iii) liquidate or dissolve the Company other than before the initial investment in an Asset; (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of business or as otherwise permitted by law; or (v) cause the merger or similar reorganization of the Company except as permitted by law.

  

SECOND: The foregoing amendment has been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.

 

THIRD: The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

-Signature page follows-

 

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by the undersigned Chief Executive Officer and Chairman of the Board of Directors and attested by its Secretary this 10th day of April, 2013.

 

ATTEST: American Realty Capital TRUST V, INC.

 

By:   By:
  /s/ Edward M. Weil, Jr.     /s/ Nicholas S. Schorsch
Name: Edward M. Weil, Jr.   Name: Nicholas S. Schorsch,
Title: Secretary   Title: Chief Executive Officer
       and Chairman of the Board of Directors

 

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