SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

New York City REIT, Inc.

(Name of Issuer)

Class A common stock, $0.01 par value per share

(Title of Class of Securities)

649439205

(CUSIP Number)

Michael R. Anderson

General Counsel

Bellevue Capital Partners, LLC

222 Bellevue Avenue

Newport, RI 02840

212-415-6500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 4, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 649439205 SCHEDULE 13D Page 2 of 21

1	NAME OF REPORTING PERSON Bellevue Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 626,463
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 626,463

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 626,463
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 649439205 SCHEDULE 13D Page 3 of 21

1	NAME OF REPORTING PERSON AR Global Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 45,372
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 45,372

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,372
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 649439205 SCHEDULE 13D Page 4 of 21

1	NAME OF REPORTING PERSON American Realty Capital III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 45,372
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 45,372

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,372
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 649439205 SCHEDULE 13D Page 5 of 21

1	NAME OF REPORTING PERSON New York City Special Limited Partnership, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 45,372
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 45,372

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,372
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 649439205 SCHEDULE 13D Page 6 of 21

1	NAME OF REPORTING PERSON New York City Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 45,372
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 45,372

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,372
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 649439205 SCHEDULE 13D Page 7 of 21

1	NAME OF REPORTING PERSON Nicholas S. Schorsch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 746,367
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 746,367

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,367
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 649439205 SCHEDULE 13D Page 8 of 21

1	NAME OF REPORTING PERSON Edward M. Weil, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 12,210
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 12,210
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 649439205 SCHEDULE 13D Page 9 of 21

Item 1. Security and Issuer.

This statement of beneficial ownership on Schedule 13D (this “Schedule 13D”) relates to the shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of New York City REIT, Inc., a Maryland corporation (the “Issuer”). The principal executive office of the Issuer is located at 650 Fifth Avenue, 30th Floor, New York, New York, 10019.

Item 2. Identity and Background.

(a) This statement is filed by (i) Bellevue Capital Partners, LLC, a Delaware limited liability company (“Bellevue Capital Partners”), (ii) AR Global Investments, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Bellevue Capital Partners (“AR Global”), (iii) American Realty Capital III, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of AR Global (“ARC III”), (iv) New York City Special Limited Partnership, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of ARC III (“New York City Special Limited Partnership”), (v) New York City Advisors, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New York City Special Limited Partnership (“New York City Advisors”), (vi) Mr. Nicholas S. Schorsch, the sole managing member of Bellevue Capital Partners and (vii) Edward M. Weil, Jr., the Chief Executive Officer of AR Global and Chief Executive Officer of New York City Advisors. Bellevue Capital Partners is the sole member of AR Global. AR Global is the sole member of ARC III. ARC III is the sole member of New York City Special Partnership. New York City Special Partnership is the sole member of New York City Advisors.

The name of each executive officer of Bellevue Capital Partners, AR Global and New York City Advisors is set forth in Schedules I, II and III respectively hereto and each is incorporated herein by reference. Bellevue Capital Partners, AR Global, ARC III, New York City Special Limited Partnership, New York City Advisors, Mr. Schorsch and Mr. Weil are collectively referred to as the “Reporting Persons.”

(b) The address of Bellevue Capital Partners, AR Global, ARC III, New York City Special Limited Partnership, New York City Advisors and each executive officer of each of Bellevue Capital Partners, AR Global and New York City Advisors as set forth in Schedules I, II and III respectively hereto, as well as Mr. Schorsch and Mr. Weil is 222 Bellevue Avenue, Newport, RI 02840.

(c) The principal business of Bellevue Capital Partners is diversified investments and asset management and operations. The principal business of AR Global is asset management. The principal business of ARC III is as holding company for New York City Special Limited Partnership. The principal business of New York City Special Limited Partnership is as holding company for New York City Advisors. The principal business of New York City Advisors is as advisor to the Issuer. Mr. Schorsch’s principal occupation is Managing Member of Bellevue Capital Partners. Mr. Weil’s principal occupation is Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer, Chief Executive Officer of AR Global and Chief Executive Officer of New York City Advisors. The principal occupation of each executive officer of Bellevue Capital Partners, AR Global and New York City Advisors is set forth in Schedules I, II and III respectively hereto, and each is incorporated herein by reference.

CUSIP No. 649439205 SCHEDULE 13D Page 10 of 21

(d) During the last five years, (i) none of the Reporting Persons, (ii) to the best of Bellevue Capital Partners’ knowledge, none of the executive officers of Bellevue Capital Partners listed in Schedule I hereto, (iii) to the best of AR Global’s knowledge, none of the executive officers of AR Global listed in Schedule II hereto, and (iv) to the best of New York City Advisors’ knowledge, none of the executive officers of New York City Advisors listed in Schedule III hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) Other than as set forth herein, during the past five years, (i) none of the Reporting Persons, (ii) to the knowledge of Bellevue Capital Partners, none of the executive officers of Bellevue Capital Partners listed in Schedule I hereto, (iii) to the knowledge of AR Global, none of the executive officers of AR Global listed in Schedule II hereto, and (iv) to the knowledge of New York City Advisors, none of the executive officers of New York City Advisors listed in Schedule III hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such entity or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. In relation to certain disclosures in connection with the merger of American Realty Capital Properties, Inc. (“ARCP”) and American Realty Capital Trust III, Inc. nine (9) years ago and the merger of ARCP and American Realty Capital Trust IV, Inc. eight (8) years ago, Mr. Schorsch, without admitting or denying any of the allegations made against him, reached a settlement with the SEC. As part of the settlement, entered into in July 2019, the SEC did not make any findings of or allege any intentional misrepresentations or willful misconduct on the part of Mr. Schorsch. The settlement enjoined Mr. Schorsch from violating certain provisions of the federal securities laws and included other provisions.

(f) Each of Bellevue Capital Partners, AR Global, ARC III, New York City Special Limited Partnership and New York City Advisors is a limited liability company organized under the laws of the State of Delaware. Mr. Schorsch and Mr. Weil are citizens of the United States. The citizenship of each executive officer of Bellevue Capital Partners, AR Global and New York City Advisors is set forth in Schedules I, II and III respectively hereto, and each is incorporated herein by reference.

As described in Item 5, each of the Reporting Persons expressly disclaims that they constitute a “group” for the purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder.

Item 3. Source and Amount of Funds or Other Consideration.

Bellevue Capital Partners

On November 24, 2021, Bellevue Capital Partners entered into a stock purchase plan (the “Bellevue 10b5-1 Plan”) with Merrill, Lynch, Pierce, Fenner & Smith Incorporated to effect purchases of up to 1,000,000 shares of Class A Common Stock in compliance with

CUSIP No. 649439205 SCHEDULE 13D Page 11 of 21

applicable laws, including, without limitation, Section 10(b) of the Exchange Act and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. The number of shares and price per share of the Class A Common Stock that may be purchased pursuant to the Bellevue 10b5-1 Plan will be determined in accordance with the trading parameters adopted by Bellevue Capital Partners, and the Bellevue 10b5-1 Plan does not permit Bellevue Capital Partners to exercise subsequent influence over how, when or whether to effect any transaction under the Bellevue 10b5-1 Plan. There can be no assurance as to how many shares of Class A Common Stock, if any, will be purchased pursuant to the Bellevue 10b5-1 Plan or at what price any such shares of Class A Common Stock will be purchased. Generally, the Bellevue 10b5-1 Plan will expire on December 12, 2023, upon the completion of all purchases contemplated under the Bellevue 10b5-1 Plan, or upon the earlier termination by the parties subject to certain conditions. Purchases pursuant to the Bellevue 10b5-1 Plan have been and will be made with Bellevue Capital Partners’ working capital and cash on hand.

The following transactions were effected by Bellevue Capital Partners pursuant to the Bellevue 10b5-1 Plan from December 13, 2021 to February 10, 2022:

Trade Date	Buy/Sell		Number of Shares of Class A Common Stock		Weighted Average Price Per Share of Class A Common Stock(1)		Price Range(2)
December 13, 2021		Buy		12,500	$	6.86		$6.85-$6.99
December 14, 2021		Buy		12,500	$	6.81		$6.56-$7.01
December 15, 2021		Buy		12,500	$	6.17		$6.07-$6.33
December 16, 2021		Buy		12,500	$	6.56		$6.34-$6.69
December 17, 2021		Buy		12,500	$	6.56		$6.34-6.70
December 20, 2021		Buy		12,500	$	6.00		$5.79-$6.20
December 21, 2021		Buy		12,500	$	6.24		$6.18-6.25
December 22, 2021		Buy		12,500	$	6.44		$6.19-$6.44
December 23, 2021		Buy		12,500	$	6.41		$6.30-$6.52
December 27, 2021		Buy		12,500	$	6.30		$6.20-$6.38
December 28, 2021		Buy		12,500	$	6.33		$6.21-$6.34
December 29, 2021		Buy		12,500	$	6.45		$6.32-6.75
December 30, 2021		Buy		12,500	$	6.79		$6.68-$7.00
December 31, 2021		Buy		12,500	$	9.67		$9.13-$10.64
January 3, 2022		Buy		12,500	$	10.85		$10.40-$11.57
January 4, 2022		Buy		12,500	$	11.96		$10.86-$12.34
January 5, 2022		Buy		12,500	$	11.17		$10.48-$12.20
January 6, 2022		Buy		12,500	$	10.76		$10.39-$10.96
January 7, 2022		Buy		12,500	$	10.88		$10.56-$11.40
January 10, 2022		Buy		12,500	$	10.69		$10.36-$10.98
January 11, 2022		Buy		12,500	$	11.16		$10.59-$11.45
January 12, 2022		Buy		12,500	$	10.88		$10.73-$11.09

CUSIP No. 649439205 SCHEDULE 13D Page 12 of 21

Trade Date	Buy/Sell		Number of Shares of Class A Common Stock		Weighted Average Price Per Share of Class A Common Stock(1)		Price Range(2)
January 13, 2022		Buy		12,500	$	11.01		$10.57-$11.13
January 14, 2022		Buy		12,500	$	11.06		$10.87-$11.40
January 18, 2022		Buy		12,500	$	11.42		$10.80-$11.98
January 19, 2022		Buy		12,500	$	11.82		$11.50-$12.44
January 20, 2022		Buy		12,500	$	11.71		$11.18-$12.14
January 21, 2022		Buy		12,500	$	11.50		$11.29-$11.77
January 24, 2022		Buy		12,500	$	11.48		$11.24-$11.65
January 25, 2022		Buy		12,500	$	11.53		$11.33-$11.75
January 26, 2022		Buy		12,500	$	11.23		$10.93-$11.39
January 27, 2022		Buy		12,500	$	11.05		$10.83-$11.28
January 28, 2022		Buy		12,500	$	10.62		$10.23-$10.95
January 31, 2022		Buy		12,500	$	11.19		$10.62-$11.44
February 1, 2022		Buy		12,500	$	11.24		$10.69-$11.61
February 2, 2022		Buy		12,500	$	11.16		$10.83-$11.41
February 3, 2022		Buy		12,500	$	11.01		$10.86-$11.18
February 4, 2022		Buy		12,500	$	10.64		$10.38-$11.01
February 7, 2022		Buy		12,500	$	11.12		$10.83-$11.40
February 8, 2022		Buy		12,500	$	11.67		$11.21-$12.09
February 9, 2022		Buy		12,500	$	12.21		$11.66-$12.62
February 10, 2022		Buy		12,500	$	11.45		$11.20-$11.63

⁽¹⁾ These shares were purchased in multiple transactions at the price ranges set forth in the column labeled “Price Range”. Bellevue Capital Partners undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

⁽²⁾ Price ranges are inclusive. Rows marked “N/A” mean all shares were sold at the same price.

New York City Advisors

On February 4, 2022, the Issuer and its operating partnership, New York City Operating Partnership, L.P. (the “Operating Partnership”) entered into a side letter (the “Side Letter”) with New York City Advisors to that certain Second Amended and Restated Advisory Agreement, dated November 16, 2018 (as amended by the First Amendment thereto, dated August 18, 2020, the “Advisory Agreement” attached hereto as Exhibit 99.12). Pursuant to the Side Letter, and subject to the conditions below, New York City Advisors agreed, from the date of the Side Letter until August 4, 2022, immediately invest all fees received by New York City Advisors under Section 10(c)(i)-(ii) of the Advisory Agreement in shares of Class A Common Stock, in an amount aggregating no more than $3.0 million. The price of the shares of Class A Common Stock will be determined, at each issuance, in accordance with Section 10(c)(iii) of the Advisory Agreement but may not be less than the “Minimum Price” as defined in Section 312.04(h) of the New York Stock Exchange Listed Company Manual. New York City Advisors’ obligation to invest its fee in shares of Class A Common Stock under the Side Letter is in consideration of, and subject to the provisions of the Charter Ownership Limit Waiver Agreements (as defined in Item 4 below). In addition, the Issuer is not required to

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issue any shares of Class A Common Stock under the Side Letter if doing so would require the Issuer to seek shareholder approval under Section 312 of the New York Stock Exchange Listed Company Manual. A copy of the Side Letter is attached hereto as Exhibit 99.11. Pursuant to the Side Letter, on February 4, 2022, New York City Advisors received from the Issuer 45,372 shares of Class A Common Stock in lieu of approximately $500,000 of fees payable to New York City Advisors pursuant to the Advisory Agreement.

In addition, prior to the listing of the shares of Class A Common Stock on August 18, 2020 (the “Listing Date”), the Issuer issued Class B units in the Operating Partnership (the “Class B Units”) to New York City Advisors in satisfaction of certain asset management subordinate participation interests owing from time to time by the Issuer to New York City Advisors, pursuant to the Advisory Agreement and the limited partnership of the Operating Partnership (the “Limited Partnership Agreement”) then in effect. Pursuant to the Limited Partnership Agreement, on the Listing Date, the Class B Units were converted into units of limited partnership in the Operating Partnership designated as “Class A Units”, of which 52,398 held by New York City Advisors were subsequently redeemed for an equal number of shares of Class A Common Stock. New York City Advisors previously distributed all such shares of Class A Common Stock to Bellevue Capital Partners.

Mr. Schorsch

Mr. Schorsch purchased 119,904 shares of Class A Common Stock pursuant to stock purchase plans entered into in December 17, 2020, April 8, 2021, May 27, 2021 and June 15, 2021 (the “Schorsch 10b5-1 Plans”). These purchases were made with Mr. Schorsch’s personal funds. None of the Schorsch 10b5-1 Plans is in effect. The last purchase pursuant to the Schorsch 10b5-1 Plans was completed in August 2021.

Mr. Weil

Mr. Weil purchased 3,250 shares of Class A Common Stock in the open market during 2020 using his personal funds. On December 18, 2020, Mr. Weil entered into a stock purchase plan (the “Weil 10b5-1 Plan”) pursuant to which Mr. Weil purchased 8,960 shares of Class A Common Stock. These purchases were made with Mr. Weil’s personal funds. Mr. Weil ceased making purchases under the Weil 10b5-1 Plan in March 2021 and the Weil 10b5-1 Plan is no longer in effect. Mr. Weil beneficially owns 12,210 shares of Class A Common Stock, which were issued by the Issuer pursuant to the 2020 Advisor Omnibus Incentive Compensation Plan of the Issuer in connection with fees earned by New York City Advisors.

No part of the purchase price of the above transactions was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

CUSIP No. 649439205 SCHEDULE 13D Page 14 of 21

Item 4. Purpose of Transaction.

The information set out in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Charter Ownership Limit Waiver Agreement

On February 4, 2022, concurrently with the execution of the Side Letter, the Issuer’s board of directors granted (i) a waiver from the limitations on the beneficial ownership of the shares of Class A Common Stock contained in Section 5.7 of the Issuer’s Articles of Amendment and Restatement dated July 17, 2018, as amended (the “Charter”), to permit each of Bellevue, AR Global, ARC III, New York City Special Limited Partnership, New York City Advisor, Mr. Weil and their respective affiliates and certain other entities and individuals who would be treated as Beneficially Owning or Constructively Owning (each as defined in the Charter) shares of Class A Common Stock held by either or both of Bellevue and New York City Advisors, including Mr. Weil, to Beneficially Own or Constructively Own Shares in an amount up to 20% of the outstanding shares of Class A Common Stock (subject to certain constraints for each such entity and individual on the total actual ownership of shares of Class A Common Stock by such entities and individuals that equals 20% of the outstanding shares of Class A Common Stock in the aggregate), to the extent and on the terms set forth in each ownership limit waiver agreement (collectively, the “Charter Ownership Limit Waiver Agreements”); and (ii) a waiver from the provisions contained in Section 1.1 of the Issuer’s Amended and Restated Rights Agreement, dated August 17, 2020 (as amended by Amendment No. 1 dated August 12, 2021, the “Rights Plan”) to permit each party to the Charter Ownership Limit Waiver Agreements to Beneficially Own (as defined in the Rights Plan) shares of Class A Common Stock to the maximum extent allowed by the Charter Ownership Limit Waiver Agreements without being deemed an “Acquiring Person” under Section 1.1 of the Rights Plan, subject to the terms set forth in the rights plan waiver agreement (the “Rights Plan Waiver Agreement,” and together with the Charter Ownership Limit Waiver Agreements, the “Waiver Agreements”).

The terms and conditions of the Charter Ownership Limit Waiver Agreements entered into with each of these entities or individuals are the same except for the actual number of shares of Class A Common Stock the entities or individuals, including the Reporting Persons, may own or acquire. Bellevue Capital Partners may only itself purchase and actually own up to 17.5% of the outstanding shares of Class A Common Stock, and New York City Advisors may only itself purchase and actually own up to 2.5% of the outstanding shares of Class A Common Stock.

Pursuant to the Ownership Limit Waiver Agreements, in no event may the number of shares of Class A Common Stock Beneficially Owned or Constructively Owned by these entities and individuals exceed 20% of the outstanding shares of Class A Common Stock. Additionally, pursuant to the Charter Ownership Limit Waiver Agreements, none of ARC III, New York City Special Limited Partnership, New York City Advisors, Mr. Schorsch, Mr. Weil may acquire direct beneficial ownership of shares of Class A Common Stock while such Reporting Person’s Charter Ownership Limit Waiver Agreement remains in effect. Copies of the Charter Ownership Limit Waiver Agreements granted to the Reporting Persons are attached hereto as Exhibits 99.3 to 99.9, respectively.

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Bellevue intends to continue acquiring shares of Class A Common Stock in the public markets pursuant to the Bellevue 10b5-1 Plan. New York City Advisors intends to continue acquiring shares of Class A Common Stock from the Issuer pursuant to the Side Letter, as described above. AR Global, ARC III, New York City Special Limited Partnership, Mr. Schorsch and Mr. Weil do not intend to directly acquire shares of Class A Common Stock during the term each such Reporting Person’s Charter Ownership Limit Waiver Agreement, as each has agreed not to do so under the Charter Ownership Limited Waiver Agreements.

Each of the Reporting Persons acquired the shares of Class A Common Stock for investment purposes. The Reporting Persons routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Class A Common Stock, the Issuer’s operations, assets, prospects and business development, the Issuer’s management, Issuer-related competitive and strategic matters and general economic, financial market and industry conditions, as well as other investment considerations. Following the term of each Reporting Person’s Charter Ownership Limit Waiver Agreement, the Reporting Persons may in the future acquire shares of Class A Common Stock in the public markets, in privately negotiated transactions or otherwise and may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests.

Other than as described herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate.

Item 5. Interest in Securities of the Issuer.

(a)-(b) Based on the most recent information available, the aggregate number and percentage of shares of Class A Common Stock that are beneficially owned by each of the Reporting Persons is set forth in boxes (11) and (13) of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 13,328,302 outstanding shares of Class A Common Stock as of February 4, 2022.

In its capacity as sole member and controlling person of New York City Advisors, New York City Special Limited Partnership may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Class A Common Stock held by New York City Advisors. In its capacity as sole member and controlling person of New York Special Limited Partnership, ARC III may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Class A Common Stock held by New York City Special Limited Partnership. In its capacity as sole member and controlling person of ARC III, AR Global may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Class A Common Stock held by ARC III. In its capacity as sole member and controlling person of AR Global, Bellevue

CUSIP No. 649439205 SCHEDULE 13D Page 16 of 21

Capital Partners may be deemed to have beneficial ownership of the securities beneficially owned by AR Global and New York City Advisors. In his capacity as the sole managing member of Bellevue Capital Partners, Mr. Schorsch may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Class A Common Stock held by Bellevue Capital Partners. Each of Bellevue Capital Partners, AR Global, ARC III, New York City Special Limited Partnership, New York City Advisors and Mr. Schorsch disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. In addition, Mr. Schorsch directly beneficially owns 119,904 shares of Class A Common Stock.

Mr. Weil directly beneficially owns 12,210 shares of Class A Common Stock. In addition, Mr. Weil holds a non-controlling equity interest in Bellevue Capital Partners. Mr. Weil does not have direct or indirect voting or investment power over any shares that Bellevue Capital Partners, AR Global, ARC III, New York City Special Limited Partnership or New York City Advisors beneficially own and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Pursuant to Rule 13d-4 of the Exchange Act, Mr. Weil declares that filing this Schedule 13D shall not be construed as an admission that he is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities described in this Schedule 13D as being held by Bellevue Capital Partners, AR Global, ARC III, New York City Special Limited Partnership or New York City Advisors.

Except as described above, executive officers of Bellevue Capital Partners, AR Global and New York City Advisors listed in Schedules I, II and III respectively hereto do not beneficially own shares of Class A Common Stock.

(c) Except as described in Item 3 and Item 4, the Reporting Persons have not engaged in any transactions in the Class A Common Stock during the 60 days prior to the obligation to file this Schedule 13D. To the best knowledge of the Reporting Persons, there have been no transactions by any executive officer of Bellevue Capital Partners, AR Global or New York City Advisors listed in Schedules I, II and III respectively hereto in the shares of Class A Common Stock during the past 60 days, except as follows:

(d) To the best knowledge of the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of Class A Common Stock held by the Reporting Persons other than each of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set out in Item 3 and Item 4 of this Schedule 13D are hereby incorporated herein by reference.

CUSIP No. 649439205 SCHEDULE 13D Page 17 of 21

Advisory Agreement

The Issuer pays New York City Advisors a base asset management fee on the first business day of each month equal to (x) $0.5 million plus (y) a variable amount equal to (a) 1.25% of the equity proceeds received after November 16, 2018, divided by (b) 12. The base asset management fee is payable in cash, shares of Common Stock, units of limited partnership interest in the Operating Partnership or a combination thereof, at New York City Advisors’ election. The Advisory Agreement also entitles New York City Advisors to an incentive variable management fee. The variable management fee is payable quarterly in arrears in cash, shares of Common Stock, units of limited partnership interest in the Operating Partnership or a combination thereof, at the New York City Advisors’ election. The information set out in Item 3 of this Schedule 13D relating to the Side Letter to the Advisory Agreement is hereby incorporated herein by reference. The Advisory Agreement is attached hereto as Exhibit 99.12.

Multi-Year Outperformance Award

On the Listing Date, the Issuer, the Operating Partnership and New York City Advisors entered into a multi-year outperformance agreement (the “OPP”) pursuant to which a performance-based equity award was granted to New York City Advisors in the form of units of limited partnership of the Operating Partnership (“LTIP Units”). The award was based on the recommendation of the Issuer’s compensation consultant, FTI Consulting, Inc. (“FTI”), and approved by the Issuer’s independent directors. The award initially issued under the OPP, a single Master LTIP Unit, was converted automatically on September 30, 2020 into 4,012,841 LTIP Units, based on the closing price of one share of Class A Common Stock over 10 consecutive trading days immediately prior to the conversion date. This amount of LTIP Units represents the maximum number of LTIP Units that could be earned by New York City Advisors during a performance period commencing on August 18, 2020 and ending on the earliest of (i) August 18, 2023, (ii) the effective date of any Change of Control (as defined in the OPP) and (iii) the effective date of any termination of New York City Advisors’ service as advisor of the Issuer. The eligibility to earn the LTIP Units as of the last day of the relevant performance period will depend on, (i) with respect to half of the LTIP Units, the achievement by the Issuer of certain thresholds of total stockholder return measured on an absolute basis for the performance period, and (ii) with respect to half of the LTIP Units, the achievement by the Issuer of certain thresholds of the amount by which the Issuer’s total stockholder return measured on an absolute basis exceeds the average total stock return for a certain peer group, in each case for the performance period.

New York City Advisors is entitled to distributions on the LTIP Units equal to 10% of certain distributions made per Class A Unit until the LTIP Units are earned. Distributions paid with respect to an LTIP Unit are not subject to forfeiture, even if the LTIP Unit is ultimately forfeited. After an LTIP Unit is earned, the holder will be entitled to a priority catch-up distribution per earned LTIP Unit equal to the aggregate distributions paid on a Class A Unit during the performance period, less the aggregate distributions paid on the LTIP Unit during the performance period. As of the last day of the performance period, the earned LTIP Units will become entitled to receive the same distributions as are paid on Class A Units. Additionally, in certain circumstances, New York City Advisors is entitled to convert earned and vested LTIP

CUSIP No. 649439205 SCHEDULE 13D Page 18 of 21

Units into Class A Units, which may, in turn, be redeemed on a one-for-one basis for, at the Issuer’s election, a share of Class A Common Stock or the cash equivalent thereof. The LTIP Units (and the Class A Units into which they may be converted) are subject to certain restrictions on transfer. The OPP is attached hereto as Exhibit 99.13.

Listing Note

Pursuant to the Limited Partnership Agreement, in the event the Issuer’s shares of Common Stock were listed on a national exchange, the Operating Partnership was obliged to distribute to New York City Special Limited Partnership a promissory note in an aggregate amount equal to 15.0% of the difference (to the extent the result is a positive number) between: (1) the sum of (i) (A) the average closing price of the shares of Class A Common Stock over the Measurement Period (as defined below) multiplied by the number of shares of common stock issued and outstanding as of the Listing Date, plus (B) the sum of all distributions or dividends (from any source) paid by the Issuer to its stockholders prior to the Listing Date; and (ii) (X) the aggregate purchase price (without deduction for organization and offering expenses or any other underwriting discount, commissions or offering expenses) of the initial public offering of the Issuer’s Common Stock, plus (Y) the total amount of cash that, if distributed to the stockholders who purchased shares of the Issuer’s common stock in the initial public offering, would have provided those stockholders with a 6.0% cumulative, non-compounded, pre-tax annual return on the aggregate purchase price of shares sold in the initial public offering through the listing, minus any distributions of net sales proceeds made to New York City Limited Partnership prior to the end of the Measurement Period (as defined below).

Effective on the Listing Date, the Operating Partnership entered into a listing note agreement with respect to this obligation (the “Listing Note”) with New York City Special Limited Partnership. The Listing Note evidences the Operating Partnership’s obligation to distribute to New York City Special Limited Partnership the Listing Amount, which will be calculated based on the market value of the Class A Common Stock. New York City Special Limited Partnership has the right to receive distributions determined by the Issuer to be net sales proceeds until the Listing Note is paid in full. New York City Special Limited Partnership may, at any time after the amount of distributions payable pursuant to the Listing Note is determined, exchange its entire special limited partnership interest in the Operating Partnership for Class A Units that have a value equal to the amount of distributions the Special Limited Partner would have been entitled to receive. These Class A Units may then be redeemed by New York City Special Limited Partnership on a one-for-one basis for, at the Issuer’s election, shares of Class A Common Stock or the cash equivalent thereof. The Listing Note Agreement is attached hereto as Exhibit 99.14.

Except as described in this Schedule 13D, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

CUSIP No. 649439205 SCHEDULE 13D Page 19 of 21

Item 7. Material to Be Filed as Exhibits.

Exhibit	Name
99.1	Joint Filing Agreement by and among certain of the Reporting Persons, dated as of February 11, 2022.*
99.2	Power of Attorney, dated as of February 11, 2022.*
99.3	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and Bellevue Capital Partners, LLC. *
99.4	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and AR Global Investments, LLC.*
99.5	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and American Realty Capital III, LLC. *
99.6	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and New York City Special Limited Partnership, LLC.*
99.7	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and New York City Advisors, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by New York City REIT, Inc. on February 4, 2022).
99.8	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and Edward M. Weil, Jr. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by New York City REIT, Inc. on February 4, 2022).
99.9	Charter Ownership Limit Waiver Agreement, dated as of February 4, 2022, between New York City REIT, Inc. and Nicholas S. Schorsch.*
99.10	Rights Plan Waiver Agreement, dated as of February 4, 2022, among New York City REIT, Inc., Bellevue Capital Partners, LLC and New York City Advisors, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by New York City REIT, Inc. on February 4, 2022).
99.11	Side Letter, dated February 4, 2022, to the Second Amended and Restated Advisory Agreement, dated as of November 16, 2018, among New York City REIT, Inc., New York City Operating Partnership, L.P., and New York City Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by New York City REIT, Inc. on February 4, 2022).
99.12	Second Amended and Restated Advisory Agreement, dated as of November 16, 2018, by and among American Realty Capital New York City REIT, Inc., New York City Operating Partnership, L.P. and New York City Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed by New York City REIT, Inc. on March 3, 2022).
99.13	Advisor Multi-Year Outperformance Award Agreement, dated as of August 18, 2020, among New York City REIT, Inc., New York City Operating Partnership, L.P. and New York City Advisors, LLC (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K filed by New York City REIT, Inc. on March 3, 2022).
99.14	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 (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed by New York City REIT, Inc. on March 3, 2022).

* Filed herewith

CUSIP No. 649439205 SCHEDULE 13D Page 20 of 21

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

BELLEVUE CAPITAL PARTNERS, LLC
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

AR GLOBAL INVESTMENTS, LLC
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

AMERICAN REALTY CAPITAL III, LLC
By:	AR GLOBAL INVESTMENTS, LLC, its sole member
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

NEW YORK CITY SPECIAL LIMITED PARTNERSHIP, LLC
By:	AMERICAN REALTY CAPITAL III, LLC, its sole member
By:	AR GLOBAL INVESTMENTS, LLC, its sole member
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

CUSIP No. 649439205 SCHEDULE 13D Page 21 of 21

Dated: February 11, 2022

NEW YORK CITY ADVISORS, LLC
By:	/s/Edward M. Weil, Jr.
	Name:  Edward M. Weil, Jr. Title:  Chief Executive Officer

Dated: February 11, 2022

NICHOLAS S. SCHORSCH
By:	/s/Nicholas S. Schorsch
	Name:  Nicholas S. Schorsch

Dated: February 11, 2022

EDWARD M. WEIL, JR.
By:	/s/Edward M. Weil, Jr.
	Name:  Edward M. Weil, Jr.

SCHEDULE I

EXECUTIVE OFFICERS OF
BELLEVUE CAPITAL PARTNERS, LLC

The following is a list of the executive officers of Bellevue Capital Partners, LLC.

Name	Present Principal Occupation or Employment	Citizenship
Joseph Marnikovic	Chief Financial Officer	USA
Nicholas Schorsch Jr.	Chief Operating Officer	USA
Michael R. Anderson	General Counsel	USA

SCHEDULE II

EXECUTIVE OFFICERS OF
AR GLOBAL INVESTMENTS, LLC

The following is a list of the executive officers of AR Global Investments, LLC.

Name	Present Principal Occupation or Employment	Citizenship
Edward M. Weil, Jr.	Chief Executive Officer	USA
Joseph Marnikovic	Chief Financial Officer	USA
Nicholas Schorsch Jr.	Chief Operating Officer	USA
Michael R. Anderson	General Counsel	USA

SCHEDULE III

EXECUTIVE OFFICERS OF
NEW YORK CITY ADVISORS, LLC

The following is a list of the executive officers of New York City Advisors, LLC.

Name	Present Principal Occupation or Employment	Citizenship
Edward M. Weil, Jr.	Chief Executive Officer, President and Secretary	USA
Christopher Masterson	Chief Financial Officer, Treasurer	USA

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Class A common stock, par value $0.01 per share, of New York City REIT, Inc., a Maryland corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 11, 2022.

BELLEVUE CAPITAL PARTNERS, LLC
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

AR GLOBAL INVESTMENTS, LLC
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

AMERICAN REALTY CAPITAL III, LLC
By:	AR GLOBAL INVESTMENTS, LLC, its sole member
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

NEW YORK CITY SPECIAL LIMITED PARTNERSHIP, LLC
By:	AMERICAN REALTY CAPITAL III, LLC, its sole member
By:	AR GLOBAL INVESTMENTS, LLC, its sole member
By:	/s/Michael R. Anderson
	Name:  Michael R. Anderson Title:  General Counsel

Dated: February 11, 2022

NEW YORK CITY ADVISORS, LLC
By:	/s/Edward M. Weil, Jr.
	Name:  Edward M. Weil, Jr. Title:  Chief Executive Officer

Dated: February 11, 2022

NICHOLAS S. SCHORSCH
By:	/s/Nicholas S. Schorsch
	Name:  Nicholas S. Schorsch

Dated: February 11, 2022

EDWARD M. WEIL, JR.
By:	/s/Edward M. Weil, Jr.
	Name:  Edward M. Weil, Jr.

EX-99.2

EXHIBIT 99.2

LIMITED POWER OF ATTORNEY FOR SECTION 13 FILINGS

I, the undersigned, in each case, do hereby make, constitute and appoint Michael R. Anderson, as my true and lawful attorney for the purposes hereinafter set forth, effective as of this 11^th day of February, 2022.

References in this limited power of attorney to “my Attorney” are to the person named above and to the person substituted hereunder pursuant to the power of substitution granted herein.

I hereby grant to my Attorney, for me and in my name, place and stead, the power:

1. To execute for and on my behalf, in my capacity set forth on my respective signature block below, with respect to the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of New York City REIT, Inc. (the “Issuer”), any Schedule 13D and all and any amendments thereto, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”);

2. To do and to perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Schedule 13D, and to timely file such schedule, form or amendment thereto with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

3. To take any other action of any type whatsoever that, in the opinion of my Attorney, may be necessary or desirable in connection with the foregoing grant of authority, it being understood that the documents executed by my Attorney pursuant to this limited power of attorney shall be in such form and shall contain such terms and conditions as my Attorney may approve.

I hereby grant to my Attorney full power and authority to do and to perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my Attorney shall lawfully do or cause to be done by virtue of this limited power of attorney and the rights and powers herein granted. I acknowledge and agree that neither my Attorney nor the Issuer is assuming any of my responsibilities to comply with the Exchange Act.

This limited power of attorney shall remain in full force and effect until I am no longer required to file any Schedule 13D or amendments thereto concerning the Class A Common Stock, unless earlier revoked by me in a signed writing delivered to each of my Attorney and the substitutes therefore, if any. This limited power of attorney may be filed with the SEC as a confirming statement of the authority granted herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on the date first above written.

Date: February 11, 2022

NEW YORK CITY ADVISORS, LLC
By:	/s/Edward M. Weil, Jr.
	Name:  Edward M. Weil, Jr. Title:  Chief Executive Officer

NICHOLAS S. SCHORSCH
By:	/s/Nicholas S. Schorsch
	Name:  Nicholas S. Schorsch

EDWARD M. WEIL, JR.
By:	/s/Edward M. Weil, Jr.
	Name:  Edward M. Weil, Jr.

EX-99.3

EXHIBIT 99.3

OWNERSHIP LIMIT WAIVER AGREEMENT

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of February 4, 2022, is between New York City REIT, Inc., a Maryland corporation (the “Company”), and Bellevue Capital Partners, LLC (“Bellevue”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s charter, as amended and restated through the date hereof and as presently in effect (the “Charter”).

RECITALS

WHEREAS, as of the date hereof, 13,282,930 shares of the Company’s Class A common stock (the “Common Stock”) are issued and outstanding.

WHEREAS, Section 5.7 of the Charter contains a limitation on the ownership of Shares, which prohibits any Person from Beneficially Owning or Constructively Owning more than 9.8% in value of the aggregate of the outstanding Shares (the “Overall Limit”) and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares (the “Series Limit,” and collectively with the Overall Limit, the “Aggregate Share Ownership Limit”), except as otherwise waived by the Company. These restrictions are designed to ensure the Company’s continued qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”).

WHEREAS, concurrently with the execution of this Agreement the Company is filing a “Certificate of Notice” that will reduce each of the Overall Limit and the Series Limit to 7%.

WHEREAS, Bellevue has requested a waiver of the Aggregate Share Ownership Limit.

WHEREAS, this Ownership Limit Waiver (as defined below) shall be effective as of the date of this Agreement (the “Determination Date”).

WHEREAS, pursuant to Section 5.7(ii)(g)(I) of the Charter, the Company has adopted resolutions approving Bellevue’s exemption from the Aggregate Share Ownership Limit on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties, intending to be legally bound, in reliance on the representations set forth in the Certificate (as defined below), hereby agree as follow:

AGREEMENT

1. WAIVER OF OWNERSHIP LIMIT

1.1       The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit Bellevue to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 20% and an increased Overall Limit of 20% (the “Excepted Holder Limit”) from and after the Determination Date, and provided that Bellevue may only itself purchase and itself actually own up to17.5% of Common Stock (the “Bellevue Actual Ownership Limit”) (collectively the “Ownership Limit Waiver”).

1.2        The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 is granted solely to Bellevue. Any Transfer of the Exempt Stock held by Bellevue shall cause any such shares to no longer be subject to this Ownership Limit Waiver and any such Shares shall be subject to the Aggregate Share Ownership Limit as of the date of such Transfer.

1.3       The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 only grant Bellevue the right to Beneficially Own or Constructively Own Shares up to the Excepted Holder Limit. Bellevue shall not directly or indirectly acquire Shares in excess of the Excepted Holder Limit.

1.4       Except as specifically provided in Section 1.1, this Agreement does not waive any restrictions or limitations set forth in Section 5.7 of the Charter as they apply to Bellevue or other Shares Beneficially Owned or Constructively Owned by any person, other than Bellevue. For the avoidance of doubt, this Agreement also does not modify Section 5.7(ii)(a)(I)(B) and (II) of the Charter in any respect.

2. LIMITATIONS AND OTHER MATTERS

2.1       In no event shall the Ownership Limit Waiver permit any Individual’s Beneficial Ownership or Constructive Ownership of Shares to exceed, at any time, the Aggregate Share Ownership Limit of Section 5.7(i) of the Charter as determined without regard to any provisions of this Agreement, unless and to the extent such Individual is an Excepted Holder. For the purpose of this Agreement, “Individual” has the meaning provided in Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

2.2        For the Ownership Limit Waiver to be effective, Bellevue must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the Shares of the Company that would otherwise be in excess of the Aggregate Share Ownership Limit shall be deemed to have been transferred to a Trust in accordance with 5.7(ii)(a)(II) of the Charter.

2.3       Bellevue shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by an authorized officer of Bellevue to the effect that Bellevue has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, Bellevue will reasonably cooperate with the Company in investigating any direct or indirect relationship that Bellevue may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code).

2.4       This Ownership Limit Waiver shall automatically be deemed to have been revoked (prospectively or, as necessary in order to protect the Company’s qualification as a real estate investment trust under the Code, retroactively) without any further action if the Company determines, in its sole discretion, that the Company’s ability to qualify and maintain its qualification as a real estate investment trust pursuant to Section 856 et seq. of the Code is reasonably likely to be jeopardized by the Ownership Limit Waiver, or in fact the Ownership Limit Waiver would jeopardize such qualification. The Company shall promptly notify Bellevue in the event that it has been determined that the Ownership Limit Waiver has been revoked pursuant to this Section 2.4.

2.5        In no event shall Bellevue actually purchase or own Shares in excess of the Bellevue Actual Ownership Limit.

3. TERM

3.1       The term of this Agreement shall commence as of the Determination Date, and shall terminate on the earliest of (i) the earliest date on which Bellevue neither Beneficially Owns nor Constructively Owns Shares in excess of the Aggregate Share Ownership Limit due to Bellevue’s sale or other disposition of Exempt Stock; (ii) the earliest date on which any of the conditions set forth in

Sections 1 or 2 of this Agreement are no longer true or accurate, or otherwise have been violated; (iii) the earliest date on which any of the representations, warranties, agreements, or undertakings made by Bellevue in the Certificate (without giving effect to any qualifications as to knowledge) are no longer true, as of such date; (iv) the earliest date on which the Company makes the determination set forth in Section 2.4 of this Agreement; or (v) Bellevue is no longer the beneficial owner of 100% of the outstanding interests of New York City Advisors, LLC.

4. MISCELLANEOUS

4.1       All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

4.2       This Agreement may be signed by the parties in separate counterparts, each of which when so signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4.3       All references to any Code provision shall be deemed to include any successor provisions of the Code and any regulatory, judicial or administrative amendment or interpretation of such statutory provisions.

4.4       The Recitals to this Agreement are incorporated into and are deemed a part of this Agreement.

[Signature Page Follows]

Each of the parties has caused this Agreement to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY
New York City REIT, Inc.
By:	/s/ Christopher Masterson
Name:	Christopher Masterson
Title:	CFO
BELLEVUE
Bellevue Capital Partners, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Ownership Limit Waiver Agreement]

EXHIBIT A

CERTIFICATE OF REPRESENTATIONS AND COVENANTS
FOR
OWNERSHIP LIMIT WAIVER

New York City REIT, Inc. (the “Company”), as of the date hereof, has 13,282,930 shares of Class A common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding, and Bellevue Capital Partners, LLC (“Bellevue”), would like to acquire shares of Common Stock in the public markets. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Waiver Agreement (as defined below).

The undersigned officer of Bellevue hereby certifies on behalf of Bellevue, and affirms as of the date hereof (the “Determination Date”), the accuracy of the representations set forth in this Certificate of Representations and Covenants for Ownership Limit Waiver (this “Certificate”) on which the Company will rely with regard to granting the Ownership Limit Waiver for Bellevue and an Excepted Holder Limit pursuant to that certain Ownership Limit Waiver Agreement between the Company and Bellevue, dated as of the date hereof (the “Waiver Agreement”). To the extent that the representations set forth below refer to future conduct, such representations constitute covenants of Bellevue.

1. As of the day immediately prior to the Determination Date, Bellevue does not actually own, Beneficially Own or Constructively Own Shares of the Company in excess of the Aggregate Share Ownership Limit (as in effect on the date immediately prior to the Determination Date).

2. Bellevue does not know or have reason to know that, as of the Determination Date, any Person (as defined in the Charter) would be in violation of Section 5.7(ii)(a)(I)(A) or (B) of the Charter. Bellevue will immediately notify the Company if it knows or has reason to know of such a violation.

3. Commencing with the Determination Date and at all times thereafter during which Bellevue Beneficially Owns or Constructively Owns an amount of shares of Common Stock in excess of the Aggregate Share Ownership Limit:

(a) In no event will Bellevue actually own, Beneficially Own or Constructively Own Exempt Stock in excess of the Excepted Holder Limit. In no event will Bellevue purchase or actually own Shares in excess of the Bellevue Actual Ownership Limit.

(b) No Person who is treated as an individual under Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) that is a direct or indirect member of Bellevue: (i) actually owns, Beneficially Owns or Constructively Owns, or in the future will actually own, Beneficially Own or Constructively Own, more than 7% in value of the Company or (ii) actually owns, Beneficially Owns or Constructively Own, or in the future will actually own, Beneficially Own or Constructively Own, as a result of Bellevue or Bellevue’s Exempt Stock, Shares in excess of the Aggregate Share Ownership Limit, unless, in each case, that Person is an Excepted Holder.

(c) Bellevue will not purchase or acquire Shares of the Company, except to the extent that:

(i) Bellevue has consulted with the Company and obtained any necessary additional or modified exemption from the Company pursuant to the requirements set by the Company, or

(ii) the acquisition and ownership of such additional Shares does not otherwise violate the Aggregate Share Ownership Limit.

(d) Other than a tenant that is a “taxable REIT subsidiary” of the Company (within the meaning of Section 856(l) of the Code), Bellevue has not and will not be a tenant of the Company, or actually own, Beneficially Own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) if it would cause the Company to actually own, Beneficially Own or Constructively Own, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant.

4. Bellevue covenants that, after the date hereof, it will promptly notify the Company of the date on which the foregoing representations and covenants are no longer true and correct in all respects, and acknowledges and agrees that, if at any time the foregoing covenant and representation would not be accurate, or if there is an event that would result in the Company being treated as “closely held” within the meaning of Section 856(a)(6) of the Code, or the disqualification of the Company as a real estate investment trust under Section 856(a) of the Code by virtue of actual ownership, Beneficial Ownership or Constructive Ownership, Bellevue shall comply with applicable provisions as set forth in the Charter and take any and all remedial measures in order to cause the representations and covenants in this Section 3 to be accurate and not cause the Company to be treated as “closely held” within the meaning of Section 856(a)(6) of the Code or fail to qualify as a real estate investment trust under Section 856(a) of the Code.

5. Bellevue covenants that, after the date hereof and for so long as this Agreement remains in effect, it will be the sole beneficial owner of New York City Advisors, LLC.

6. Bellevue understands and acknowledges that:

(a) The Ownership Limit Waiver and Excepted Holder Limit are for the sole benefit of Bellevue and may not be assigned or transferred, including by operation of law or in connection with a merger, consolidation, transfer of equity interests or other transaction involving any party benefiting from the Ownership Limit Waiver, by Bellevue without prior written consent of the Company.

(b) The Ownership Limit Waiver and Excepted Holder Limit apply only in respect of the Exempt Stock purchased by Bellevue and not to any other Shares of the Company that may be owned by Bellevue.

(c) The Exempt Stock remains subject to the restrictions and limitations set forth in Sections 5.7(ii)(a)(I)(B) and 5.7(ii)(a)(I)(C) of the Charter.

(d) Any violation or attempted violation of the representations and covenants set forth above, to the extent provided in the Waiver Agreement, (or any other action which is contrary to the restrictions on transfer and ownership of Shares set forth in Section 5.7(ii)(a)(I) of the Charter) will result in any Shares of the Company that would be actually owned, Beneficially Owned or Constructively Owned by Bellevue in excess of the Aggregate Share Ownership Limit, and that would otherwise be Exempt Stock, being automatically transferred to a Trust in accordance with Section 5.7(ii)(a)(II) of the Charter.

(e) Except as otherwise determined by the Company, to the extent provided in the Waiver Agreement, the Ownership Limit Waiver shall cease to be effective upon the breach of the representations or covenants set forth herein.

(f) All questions concerning the construction, validity and interpretation of this Certificate shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

7. Upon request, Bellevue shall provide, or cause to be provided, to the Company, such additional information as the Company may reasonably require in order to determine the effect, if any, of the ownership of Shares by Bellevue on the Company’s qualification as a real estate investment trust for U.S. federal income tax purposes.

8. The Company may rely on the representations and covenants contained in this Certificate for purposes of granting Bellevue the Ownership Limit Waiver.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has signed on behalf of Bellevue this Certificate as of this 4th day of February, 2022 and the undersigned declares that the undersigned has the authority to sign this Certificate on behalf of Bellevue.

Bellevue Capital Partners LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Certificate of Representations and Covenants for Ownership Limit Waiver]

EX-99.4

EXHIBIT 99.4

OWNERSHIP LIMIT WAIVER AGREEMENT

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of February 4, 2022, is between New York City REIT, Inc., a Maryland corporation (the “Company”), and AR Global Investments, LLC (“AGI”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s charter, as amended and restated through the date hereof and as presently in effect (the “Charter”).

RECITALS

WHEREAS, as of the date hereof, 13,282,930 shares of the Company’s Class A common stock (the “Common Stock”) are issued and outstanding.

WHEREAS, Section 5.7 of the Charter contains a limitation on the ownership of Shares, which prohibits any Person from Beneficially Owning or Constructively Owning more than 9.8% in value of the aggregate of the outstanding Shares (the “Overall Limit”) and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares (the “Series Limit,” and collectively with the Overall Limit, the “Aggregate Share Ownership Limit”), except as otherwise waived by the Company. These restrictions are designed to ensure the Company’s continued qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”).

WHEREAS, concurrently with the execution of this Agreement the Company is filing a “Certificate of Notice” that will reduce each of the Overall Limit and the Series Limit to 7%.

WHEREAS, concurrently with the execution of this Agreement, Bellevue Capital Partners, LLC (“Bellevue”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Bellevue with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Bellevue to be an Excepted Holder (the “Bellevue Waiver”).

WHEREAS, concurrently with the execution of this Agreement, New York City Advisors, LLC (the “Advisor”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Advisor with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Advisor to be an Excepted Holder (the “Advisor Waiver” and together with the Bellevue Waiver, the “Bellevue and Advisor Waivers”).

WHEREAS, as of the Determination Date (as defined below), AGI will be treated as Beneficially Owning or Constructively Owning Shares held by each of Bellevue and the Advisor.

WHEREAS, AGI has requested a waiver of the Aggregate Share Ownership Limit with respect to the Bellevue and Advisor Waivers;

WHEREAS, this Ownership Limit Waiver (as defined below) shall be effective as of the date of this Agreement (the “Determination Date”).

WHEREAS, pursuant to Section 5.7(ii)(g)(I) of the Charter, the Company has adopted resolutions approving AGI’s exemption from the Aggregate Share Ownership Limit on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties, intending to be legally bound, in reliance on the representations set forth in the Certificate (as defined below), hereby agree as follow:

AGREEMENT

1. WAIVER OF OWNERSHIP LIMIT

1.1       The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit AGI to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 20% and an increased Overall Limit of 20% (the “Excepted Holder Limit”) from and after the Determination Date (collectively the “Ownership Limit Waiver”), solely as a result of the Bellevue and Advisor Waivers.

1.2        The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 is granted solely to AGI. Any Transfer of the Exempt Stock held by AGI shall cause any such shares to no longer be subject to this Ownership Limit Waiver and any such Shares shall be subject to the Aggregate Share Ownership Limit as of the date of such Transfer.

1.3       The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 only grant AGI the right to Beneficially Own or Constructively Own Shares up to the Excepted Holder Limit that are actually owned by Bellevue or the Advisor. AGI shall not directly or indirectly acquire Shares in excess of the Excepted Holder Limit and AGI does not, and shall not so long as this Agreement remains in place, actually own any Shares or Beneficially Own or Constructively Own Shares other than by reason of the actual ownership of Shares by Bellevue or the Advisor.

1.4       Except as specifically provided in Section 1.1, this Agreement does not waive any restrictions or limitations set forth in Section 5.7 of the Charter as they apply to AGI or other Shares Beneficially Owned or Constructively Owned by any person, other than AGI. For the avoidance of doubt, this Agreement also does not modify Section 5.7(ii)(a)(I)(B) and (II) of the Charter in any respect.

2. LIMITATIONS AND OTHER MATTERS

2.1       In no event shall the Ownership Limit Waiver permit any Individual’s Beneficial Ownership or Constructive Ownership of Shares to exceed, at any time, the Aggregate Share Ownership Limit of Section 5.7(i) of the Charter as determined without regard to any provisions of this Agreement, unless and to the extent such Individual is an Excepted Holder. For the purpose of this Agreement, “Individual” has the meaning provided in Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

2.2        For the Ownership Limit Waiver to be effective, AGI must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the Shares of the Company that would otherwise be in excess of the Aggregate Share Ownership Limit shall be deemed to have been transferred to a Trust in accordance with 5.7(ii)(a)(II) of the Charter.

2.3       AGI shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by an authorized officer of AGI to the effect that AGI has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, AGI will reasonably cooperate with the Company in investigating any direct or indirect relationship that AGI may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code).

2.4       This Ownership Limit Waiver shall automatically be deemed to have been revoked (prospectively or, as necessary in order to protect the Company’s qualification as a real estate investment trust under the Code, retroactively) without any further action if the Company determines, in its sole discretion, that the Company’s ability to qualify and maintain its qualification as a real estate investment trust pursuant to Section 856 et seq. of the Code is reasonably likely to be jeopardized by the Ownership Limit Waiver, or in fact the Ownership Limit Waiver would jeopardize such qualification. The Company shall promptly notify AGI in the event that it has been determined that the Ownership Limit Waiver has been revoked pursuant to this Section 2.4.

3. TERM

3.1       The term of this Agreement shall commence as of the Determination Date, and shall terminate on the earliest of (i) the earliest date on which AGI neither Beneficially Owns nor Constructively Owns Shares in excess of the Aggregate Share Ownership Limit; (ii) the earliest date on which any of the conditions set forth in Sections 1 or 2 of this Agreement are no longer true or accurate, or otherwise have been violated; (iii) the earliest date on which any of the representations, warranties, agreements, or undertakings made by AGI in the Certificate (without giving effect to any qualifications as to knowledge) are no longer true, as of such date; (iv) the earliest date on which the Company makes the determination set forth in Section 2.4 of this Agreement; or (v) the earliest date on which either of the Bellevue Waiver or the Advisor Waiver has been terminated.

4. MISCELLANEOUS

4.1       All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

4.2       This Agreement may be signed by the parties in separate counterparts, each of which when so signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4.3       All references to any Code provision shall be deemed to include any successor provisions of the Code and any regulatory, judicial or administrative amendment or interpretation of such statutory provisions.

4.4       The Recitals to this Agreement are incorporated into and are deemed a part of this Agreement.

[Signature Page Follows]

Each of the parties has caused this Agreement to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY
New York City REIT, Inc.
By:	/s/ Christopher Masterson
Name:	Christopher Masterson
Title:	CFO
AGI
AR Global Investments, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Ownership Limit Waiver Agreement]

EXHIBIT A

CERTIFICATE OF REPRESENTATIONS AND COVENANTS
FOR
OWNERSHIP LIMIT WAIVER

New York City REIT, Inc. (the “Company”), as of the date hereof, has 13,282,930 shares of Class A common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding. Each of Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”) has entered into an Ownership Limit Waiver Agreement as of the date hereof that provides each with an ownership limit waiver effective as of the Determination Date (as defined below) allowing each to be an Excepted Holder (the “Bellevue and Advisor Waivers”). As of the Determination Date (as defined below), AR Global Investments, LLC (“AGI”), is treated as Beneficially Owning or Constructively Owning Shares held by Bellevue and the Advisor. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Waiver Agreement (as defined below).

The undersigned officer of AGI hereby certifies on behalf of AGI, and affirms as of the date hereof (the “Determination Date”), the accuracy of the representations set forth in this Certificate of Representations and Covenants for Ownership Limit Waiver (this “Certificate”) on which the Company will rely with regard to granting the Ownership Limit Waiver for AGI and an Excepted Holder Limit pursuant to that certain Ownership Limit Waiver Agreement between the Company and AGI, dated as of the date hereof (the “Waiver Agreement”). To the extent that the representations set forth below refer to future conduct, such representations constitute covenants of AGI.

1. As of the day immediately prior to the Determination Date, AGI does not actually own Shares of the Company, and does not Beneficially Own or Constructively Own Shares of the Company in excess of the Aggregate Share Ownership Limit (as in effect on the date immediately prior to the Determination Date).

2. AGI does not know or have reason to know that, as of the Determination Date, any Person (as defined in the Charter) would be in violation of Section 5.7((ii)(a)(I)(A) or (B) of the Charter. AGI will immediately notify the Company if it knows or has reason to know of such a violation.

3. Commencing with the Determination Date and at all times thereafter during which AGI Beneficially Owns or Constructively Owns an amount of shares of Common Stock in excess of the Aggregate Share Ownership Limit:

(a) In no event will AGI actually own, Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit.

(b) No Person who is treated as an individual under Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) that is a direct or indirect member of AGI: (i) actually owns, Beneficially Owns or Constructively Owns, or in the future will actually own, Beneficially Own or Constructively Own, more than 7% in value of the Company or (ii) actually owns, Beneficially Owns or Constructively Own, or in the future will actually own, Beneficially Own or Constructively Own, as a result of AGI or AGI’s Exempt Stock, Shares in excess of the Aggregate Share Ownership Limit, unless, in each case, that Person is an Excepted Holder.

(c) AGI will not purchase or acquire Shares.

(d) Other than a tenant that is a “taxable REIT subsidiary” of the Company (within the meaning of Section 856(l) of the Code), AGI has not and will not be a tenant of the Company, or actually own, Beneficially Own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) if it would cause the Company to actually own, Beneficially Own or Constructively Own, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant.

4. AGI covenants that, after the date hereof, it will promptly notify the Company of the date on which the foregoing representations and covenants are no longer true and correct in all respects, and acknowledges and agrees that, if at any time the foregoing covenant and representation would not be accurate, or if there is an event that would result in the Company being treated as “closely held” within the meaning of Section 856(a)(6) of the Code, or the disqualification of the Company as a real estate investment trust under Section 856(a) of the Code by virtue of actual ownership, Beneficial Ownership or Constructive Ownership, AGI shall comply with applicable provisions as set forth in the Charter and take any and all remedial measures in order to cause the representations and covenants in this Section 3 to be accurate and not cause the Company to be treated as “closely held” within the meaning of Section 856(a)(6) of the Code or fail to qualify as a real estate investment trust under Section 856(a) of the Code.

5. AGI understands and acknowledges that:

(a) The Ownership Limit Waiver and Excepted Holder Limit are for the sole benefit of AGI and may not be assigned or transferred, including by operation of law or in connection with a merger, consolidation, transfer of equity interests or other transaction involving any party benefiting from the Ownership Limit Waiver, by AGI without prior written consent of the Company.

(b) The Ownership Limit Waiver and Excepted Holder Limit apply only in respect of any Exempt Stock purchased pursuant to the Bellevue and Advisor Waivers, and not to any other Shares of the Company that may be owned by AGI.

(c) The Exempt Stock remains subject to the restrictions and limitations set forth in Sections 5.7(ii)(a)(I)(B) and 5.7(ii)(a)(I)(C) of the Charter.

(d) Any violation or attempted violation of the representations and covenants set forth above, to the extent provided in the Waiver Agreement, (or any other action which is contrary to the restrictions on transfer and ownership of Shares set forth in Section 5.7(ii)(a)(I) of the Charter) will result in any Shares of the Company that would be actually owned, Beneficially Owned or Constructively Owned by AGI in excess of the Aggregate Share Ownership Limit, and that would otherwise be Exempt Stock, being automatically transferred to a Trust in accordance with Section 5.7(ii)(a)(II) of the Charter.

(e) Except as otherwise determined by the Company, to the extent provided in the Waiver Agreement, the Ownership Limit Waiver shall cease to be effective upon the breach of the representations or covenants set forth herein.

(f) All questions concerning the construction, validity and interpretation of this Certificate shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

6. Upon request, AGI shall provide, or cause to be provided, to the Company, such additional information as the Company may reasonably require in order to determine the effect, if any, of the ownership of Shares by AGI on the Company’s qualification as a real estate investment trust for U.S. federal income tax purposes.

7. The Company may rely on the representations and covenants contained in this Certificate for purposes of granting AGI the Ownership Limit Waiver.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has signed on behalf of AGI this Certificate as of this 4th day of February, 2022 and the undersigned declares that the undersigned has the authority to sign this Certificate on behalf of AGI.

AR Global Investments, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Certificate of Representations and Covenants for Ownership Limit Waiver]

EX-99.5

EXHIBIT 99.5

OWNERSHIP LIMIT WAIVER AGREEMENT

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of February 4, 2022, is between New York City REIT, Inc., a Maryland corporation (the “Company”), and American Realty Capital III, LLC (“ARC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s charter, as amended and restated through the date hereof and as presently in effect (the “Charter”).

RECITALS

WHEREAS, as of the date hereof, 13,282,930 shares of the Company’s Class A common stock (the “Common Stock”) are issued and outstanding.

WHEREAS, Section 5.7 of the Charter contains a limitation on the ownership of Shares, which prohibits any Person from Beneficially Owning or Constructively Owning more than 9.8% in value of the aggregate of the outstanding Shares (the “Overall Limit”) and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares (the “Series Limit,” and collectively with the Overall Limit, the “Aggregate Share Ownership Limit”), except as otherwise waived by the Company. These restrictions are designed to ensure the Company’s continued qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”).

WHEREAS, concurrently with the execution of this Agreement the Company is filing a “Certificate of Notice” that will reduce each of the Overall Limit and the Series Limit to 7%.

WHEREAS, concurrently with the execution of this Agreement, Bellevue Capital Partners, LLC (“Bellevue”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Bellevue with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Bellevue to be an Excepted Holder (the “Bellevue Waiver”).

WHEREAS, concurrently with the execution of this Agreement, New York City Advisors, LLC (the “Advisor”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Advisor with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Advisor to be an Excepted Holder (the “Advisor Waiver” and together with the Bellevue Waiver, the “Bellevue and Advisor Waivers”).

WHEREAS, as of the Determination Date (as defined below), ARC will be treated as Beneficially Owning or Constructively Owning Shares held by each of Bellevue and the Advisor.

WHEREAS, ARC has requested a waiver of the Aggregate Share Ownership Limit with respect to the Bellevue and Advisor Waivers;

WHEREAS, this Ownership Limit Waiver (as defined below) shall be effective as of the date of this Agreement (the “Determination Date”).

WHEREAS, pursuant to Section 5.7(ii)(g)(I) of the Charter, the Company has adopted resolutions approving ARC’s exemption from the Aggregate Share Ownership Limit on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties, intending to be legally bound, in reliance on the representations set forth in the Certificate (as defined below), hereby agree as follow:

AGREEMENT

1. WAIVER OF OWNERSHIP LIMIT

1.1       The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit ARC to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 20% and an increased Overall Limit of 20% (the “Excepted Holder Limit”) from and after the Determination Date (collectively the “Ownership Limit Waiver”), solely as a result of the Bellevue and Advisor Waivers.

1.2        The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 is granted solely to ARC. Any Transfer of the Exempt Stock held by ARC shall cause any such shares to no longer be subject to this Ownership Limit Waiver and any such Shares shall be subject to the Aggregate Share Ownership Limit as of the date of such Transfer.

1.3       The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 only grant ARC the right to Beneficially Own or Constructively Own Shares up to the Excepted Holder Limit that are actually owned by Bellevue or the Advisor. ARC shall not directly or indirectly acquire Shares in excess of the Excepted Holder Limit and ARC does not, and shall not so long as this Agreement remains in place, actually own any Shares or Beneficially Own or Constructively Own Shares other than by reason of the actual ownership of Shares by Bellevue or the Advisor.

1.4       Except as specifically provided in Section 1.1, this Agreement does not waive any restrictions or limitations set forth in Section 5.7 of the Charter as they apply to ARC or other Shares Beneficially Owned or Constructively Owned by any person, other than ARC. For the avoidance of doubt, this Agreement also does not modify Section 5.7(ii)(a)(I)(B) and (II) of the Charter in any respect.

2. LIMITATIONS AND OTHER MATTERS

2.1       In no event shall the Ownership Limit Waiver permit any Individual’s Beneficial Ownership or Constructive Ownership of Shares to exceed, at any time, the Aggregate Share Ownership Limit of Section 5.7(i) of the Charter as determined without regard to any provisions of this Agreement, unless and to the extent such Individual is an Excepted Holder. For the purpose of this Agreement, “Individual” has the meaning provided in Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

2.2        For the Ownership Limit Waiver to be effective, ARC must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the Shares of the Company that would otherwise be in excess of the Aggregate Share Ownership Limit shall be deemed to have been transferred to a Trust in accordance with 5.7(ii)(a)(II) of the Charter.

2.3       ARC shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by an authorized officer of ARC to the effect that ARC has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, ARC will reasonably cooperate with the Company in investigating any direct or indirect relationship that ARC may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code).

2.4       This Ownership Limit Waiver shall automatically be deemed to have been revoked (prospectively or, as necessary in order to protect the Company’s qualification as a real estate investment trust under the Code, retroactively) without any further action if the Company determines, in its sole discretion, that the Company’s ability to qualify and maintain its qualification as a real estate investment trust pursuant to Section 856 et seq. of the Code is reasonably likely to be jeopardized by the Ownership Limit Waiver, or in fact the Ownership Limit Waiver would jeopardize such qualification. The Company shall promptly notify ARC in the event that it has been determined that the Ownership Limit Waiver has been revoked pursuant to this Section 2.4.

3. TERM

3.1       The term of this Agreement shall commence as of the Determination Date, and shall terminate on the earliest of (i) the earliest date on which ARC neither Beneficially Owns nor Constructively Owns Shares in excess of the Aggregate Share Ownership Limit; (ii) the earliest date on which any of the conditions set forth in Sections 1 or 2 of this Agreement are no longer true or accurate, or otherwise have been violated; (iii) the earliest date on which any of the representations, warranties, agreements, or undertakings made by ARC in the Certificate (without giving effect to any qualifications as to knowledge) are no longer true, as of such date; (iv) the earliest date on which the Company makes the determination set forth in Section 2.4 of this Agreement; or (v) the earliest date on which either of the Bellevue Waiver or the Advisor Waiver has been terminated.

4. MISCELLANEOUS

4.1       All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

4.2       This Agreement may be signed by the parties in separate counterparts, each of which when so signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4.3       All references to any Code provision shall be deemed to include any successor provisions of the Code and any regulatory, judicial or administrative amendment or interpretation of such statutory provisions.

4.4       The Recitals to this Agreement are incorporated into and are deemed a part of this Agreement.

[Signature Page Follows]

Each of the parties has caused this Agreement to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY
New York City REIT, Inc.
By:	/s/ Christopher Masterson
Name:	Christopher Masterson
Title:	CFO
ARC
American Realty Capital III, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Ownership Limit Waiver Agreement]

EXHIBIT A

CERTIFICATE OF REPRESENTATIONS AND COVENANTS
FOR
OWNERSHIP LIMIT WAIVER

New York City REIT, Inc. (the “Company”), as of the date hereof, has 13,282,930 shares of Class A common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding. Each of Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”) has entered into an Ownership Limit Waiver Agreement as of the date hereof that provides each with an ownership limit waiver effective as of the Determination Date (as defined below) allowing each to be an Excepted Holder (the “Bellevue and Advisor Waivers”). As of the Determination Date (as defined below), American Realty Capital III, LLC (the “ARC”), is treated as Beneficially Owning or Constructively Owning Shares held by Bellevue and the Advisor. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Waiver Agreement (as defined below).

The undersigned officer of ARC hereby certifies on behalf of ARC, and affirms as of the date hereof (the “Determination Date”), the accuracy of the representations set forth in this Certificate of Representations and Covenants for Ownership Limit Waiver (this “Certificate”) on which the Company will rely with regard to granting the Ownership Limit Waiver for ARC and an Excepted Holder Limit pursuant to that certain Ownership Limit Waiver Agreement between the Company and ARC, dated as of the date hereof (the “Waiver Agreement”). To the extent that the representations set forth below refer to future conduct, such representations constitute covenants of ARC.

1. As of the day immediately prior to the Determination Date, ARC does not actually own Shares of the Company, and does not Beneficially Own or Constructively Own Shares of the Company in excess of the Aggregate Share Ownership Limit (as in effect on the date immediately prior to the Determination Date).

2. ARC does not know or have reason to know that, as of the Determination Date, any Person (as defined in the Charter) would be in violation of Section 5.7((ii)(a)(I)(A) or (B) of the Charter. ARC will immediately notify the Company if it knows or has reason to know of such a violation.

3. Commencing with the Determination Date and at all times thereafter during which ARC Beneficially Owns or Constructively Owns an amount of shares of Common Stock in excess of the Aggregate Share Ownership Limit:

(a) In no event will ARC actually own, Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit.

(b) No Person who is treated as an individual under Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) that is a direct or indirect member of ARC: (i) actually owns, Beneficially Owns or Constructively Owns, or in the future will actually own, Beneficially Own or Constructively Own, more than 7.0% in value of the Company or (ii) actually owns, Beneficially Owns or Constructively Own, or in the future will actually own, Beneficially Own or Constructively Own, as a result of ARC or ARC’s Exempt Stock, Shares in excess of the Aggregate Share Ownership Limit, unless, in each case, that Person is an Excepted Holder.

(c) ARC will not purchase or acquire Shares.

(d) Other than a tenant that is a “taxable REIT subsidiary” of the Company (within the meaning of Section 856(l) of the Code), ARC has not and will not be a tenant of the Company, or actually own, Beneficially Own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) if it would cause the Company to actually own, Beneficially Own or Constructively Own, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant.

4. ARC covenants that, after the date hereof, it will promptly notify the Company of the date on which the foregoing representations and covenants are no longer true and correct in all respects, and acknowledges and agrees that, if at any time the foregoing covenant and representation would not be accurate, or if there is an event that would result in the Company being treated as “closely held” within the meaning of Section 856(a)(6) of the Code, or the disqualification of the Company as a real estate investment trust under Section 856(a) of the Code by virtue of actual ownership, Beneficial Ownership or Constructive Ownership, ARC shall comply with applicable provisions as set forth in the Charter and take any and all remedial measures in order to cause the representations and covenants in this Section 3 to be accurate and not cause the Company to be treated as “closely held” within the meaning of Section 856(a)(6) of the Code or fail to qualify as a real estate investment trust under Section 856(a) of the Code.

5. ARC understands and acknowledges that:

(a) The Ownership Limit Waiver and Excepted Holder Limit are for the sole benefit of ARC and may not be assigned or transferred, including by operation of law or in connection with a merger, consolidation, transfer of equity interests or other transaction involving any party benefiting from the Ownership Limit Waiver, by ARC without prior written consent of the Company.

(b) The Ownership Limit Waiver and Excepted Holder Limit apply only in respect of any Exempt Stock purchased pursuant to the Bellevue and Advisor Waivers, and not to any other Shares of the Company that may be owned by ARC.

(c) The Exempt Stock remains subject to the restrictions and limitations set forth in Sections 5.7(ii)(a)(I)(B) and 5.7(ii)(a)(I)(C) of the Charter.

(d) Any violation or attempted violation of the representations and covenants set forth above, to the extent provided in the Waiver Agreement, (or any other action which is contrary to the restrictions on transfer and ownership of Shares set forth in Section 5.7(ii)(a)(I) of the Charter) will result in any Shares of the Company that would be actually owned, Beneficially Owned or Constructively Owned by ARC in excess of the Aggregate Share Ownership Limit, and that would otherwise be Exempt Stock, being automatically transferred to a Trust in accordance with Section 5.7(ii)(a)(II) of the Charter.

(e) Except as otherwise determined by the Company, to the extent provided in the Waiver Agreement, the Ownership Limit Waiver shall cease to be effective upon the breach of the representations or covenants set forth herein.

(f) All questions concerning the construction, validity and interpretation of this Certificate shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

6. Upon request, ARC shall provide, or cause to be provided, to the Company, such additional information as the Company may reasonably require in order to determine the effect, if any, of the ownership of Shares by ARC on the Company’s qualification as a real estate investment trust for U.S. federal income tax purposes.

7. The Company may rely on the representations and covenants contained in this Certificate for purposes of granting ARC the Ownership Limit Waiver.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has signed on behalf of ARC this Certificate as of this 4th day of February, 2022 and the undersigned declares that the undersigned has the authority to sign this Certificate on behalf of ARC.

American Realty Capital III, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Certificate of Representations and Covenants for Ownership Limit Waiver]

EX-99.6

EXHIBIT 99.6

OWNERSHIP LIMIT WAIVER AGREEMENT

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of February 4, 2022, is between New York City REIT, Inc., a Maryland corporation (the “Company”), and New York City Special Limited Partnership, LLC (the “SLP”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s charter, as amended and restated through the date hereof and as presently in effect (the “Charter”).

RECITALS

WHEREAS, as of the date hereof, 13,282,930 shares of the Company’s Class A common stock (the “Common Stock”) are issued and outstanding.

WHEREAS, Section 5.7 of the Charter contains a limitation on the ownership of Shares, which prohibits any Person from Beneficially Owning or Constructively Owning more than 9.8% in value of the aggregate of the outstanding Shares (the “Overall Limit”) and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares (the “Series Limit,” and collectively with the Overall Limit, the “Aggregate Share Ownership Limit”), except as otherwise waived by the Company. These restrictions are designed to ensure the Company’s continued qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”).

WHEREAS, concurrently with the execution of this Agreement the Company is filing a “Certificate of Notice” that will reduce each of the Overall Limit and the Series Limit to 7%.

WHEREAS, concurrently with the execution of this Agreement, Bellevue Capital Partners, LLC (“Bellevue”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Bellevue with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Bellevue to be an Excepted Holder (the “Bellevue Waiver”).

WHEREAS, concurrently with the execution of this Agreement, New York City Advisors, LLC (the “Advisor”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Advisor with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Advisor to be an Excepted Holder (the “Advisor Waiver” and together with the Bellevue Waiver, the “Bellevue and Advisor Waivers”).

WHEREAS, as of the Determination Date (as defined below), the SLP will be treated as Beneficially Owning or Constructively Owning Shares held by each of Bellevue and the Advisor.

WHEREAS, the SLP has requested a waiver of the Aggregate Share Ownership Limit with respect to the Bellevue and Advisor Waivers.

WHEREAS, this Ownership Limit Waiver (as defined below) shall be effective as of the date of this Agreement (the “Determination Date”).

WHEREAS, pursuant to Section 5.7(ii)(g)(I) of the Charter, the Company has adopted resolutions approving the SLP’s exemption from the Aggregate Share Ownership Limit on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties, intending to be legally bound, in reliance on the representations set forth in the Certificate (as defined below), hereby agree as follow:

AGREEMENT

1. WAIVER OF OWNERSHIP LIMIT

1.1       The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit the SLP to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 20% and an increased Overall Limit of 20% (the “Excepted Holder Limit”) from and after the Determination Date (collectively the “Ownership Limit Waiver”), solely as a result of the Bellevue and Advisor Waivers.

1.2        The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 is granted solely to the SLP. Any Transfer of the Exempt Stock held by the SLP shall cause any such shares to no longer be subject to this Ownership Limit Waiver and any such Shares shall be subject to the Aggregate Share Ownership Limit as of the date of such Transfer.

1.3       The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 only grant the SLP the right to Beneficially Own or Constructively Own Shares up to the Excepted Holder Limit that are actually owned by Bellevue or the Advisor. The SLP shall not directly or indirectly acquire Shares in excess of the Excepted Holder Limit and the SLP does not, and shall not so long as this Agreement remains in place, actually own any Shares or Beneficially Own or Constructively Own Shares other than by reason of the actual ownership of Shares by Bellevue or the Advisor.

1.4       Except as specifically provided in Section 1.1, this Agreement does not waive any restrictions or limitations set forth in Section 5.7 of the Charter as they apply to the SLP or other Shares Beneficially Owned or Constructively Owned by any person, other than the SLP. For the avoidance of doubt, this Agreement also does not modify Section 5.7(ii)(a)(I)(B) and (II) of the Charter in any respect.

2. LIMITATIONS AND OTHER MATTERS

2.1       In no event shall the Ownership Limit Waiver permit any Individual’s Beneficial Ownership or Constructive Ownership of Shares to exceed, at any time, the Aggregate Share Ownership Limit of Section 5.7(i) of the Charter as determined without regard to any provisions of this Agreement, unless and to the extent such Individual is an Excepted Holder. For the purpose of this Agreement, “Individual” has the meaning provided in Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

2.2        For the Ownership Limit Waiver to be effective, the SLP must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the Shares of the Company that would otherwise be in excess of the Aggregate Share Ownership Limit shall be deemed to have been transferred to a Trust in accordance with 5.7(ii)(a)(II) of the Charter.

2.3       The SLP shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by an authorized officer of the SLP to the effect that the SLP has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, the SLP will reasonably cooperate with the Company in investigating any direct or indirect relationship that the SLP may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code).

2.4       This Ownership Limit Waiver shall automatically be deemed to have been revoked (prospectively or, as necessary in order to protect the Company’s qualification as a real estate investment trust under the Code, retroactively) without any further action if the Company determines, in its sole discretion, that the Company’s ability to qualify and maintain its qualification as a real estate investment trust pursuant to Section 856 et seq. of the Code is reasonably likely to be jeopardized by the Ownership Limit Waiver, or in fact the Ownership Limit Waiver would jeopardize such qualification. The Company shall promptly notify the SLP in the event that it has been determined that the Ownership Limit Waiver has been revoked pursuant to this Section 2.4.

3. TERM

3.1       The term of this Agreement shall commence as of the Determination Date, and shall terminate on the earliest of (i) the earliest date on which the SLP neither Beneficially Owns nor Constructively Owns Shares in excess of the Aggregate Share Ownership Limit; (ii) the earliest date on which any of the conditions set forth in Sections 1 or 2 of this Agreement are no longer true or accurate, or otherwise have been violated; (iii) the earliest date on which any of the representations, warranties, agreements, or undertakings made by the SLP in the Certificate (without giving effect to any qualifications as to knowledge) are no longer true, as of such date; (iv) the earliest date on which the Company makes the determination set forth in Section 2.4 of this Agreement; or (v) the earliest date on which either of the Bellevue Waiver or the Advisor Waiver has been terminated.

4. MISCELLANEOUS

4.1       All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

4.2       This Agreement may be signed by the parties in separate counterparts, each of which when so signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4.3       All references to any Code provision shall be deemed to include any successor provisions of the Code and any regulatory, judicial or administrative amendment or interpretation of such statutory provisions.

4.4       The Recitals to this Agreement are incorporated into and are deemed a part of this Agreement.

[Signature Page Follows]

Each of the parties has caused this Agreement to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY
New York City REIT, Inc.
By:	/s/ Christopher Masterson
Name:	Christopher Masterson
Title:	CFO
THE SLP
New York City Special Limited Partnership, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Ownership Limit Waiver Agreement]

EXHIBIT A

CERTIFICATE OF REPRESENTATIONS AND COVENANTS
FOR
OWNERSHIP LIMIT WAIVER

New York City REIT, Inc. (the “Company”), as of the date hereof, has 13,282,930 shares of Class A common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding. Each of Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”) has entered into an Ownership Limit Waiver Agreement as of the date hereof that provides each with an ownership limit waiver effective as of the Determination Date (as defined below) allowing each to be an Excepted Holder (the “Bellevue and Advisor Waivers”). As of the Determination Date (as defined below), New York City Special Limited Partnership, LLC (the “SLP”), is treated as Beneficially Owning or Constructively Owning Shares held by Bellevue and the Advisor. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Waiver Agreement (as defined below).

The undersigned officer of the SLP hereby certifies on behalf of the SLP, and affirms as of the date hereof (the “Determination Date”), the accuracy of the representations set forth in this Certificate of Representations and Covenants for Ownership Limit Waiver (this “Certificate”) on which the Company will rely with regard to granting the Ownership Limit Waiver for the SLP and an Excepted Holder Limit pursuant to that certain Ownership Limit Waiver Agreement between the Company and the SLP, dated as of the date hereof (the “Waiver Agreement”). To the extent that the representations set forth below refer to future conduct, such representations constitute covenants of the SLP.

1. As of the day immediately prior to the Determination Date, the SLP does not actually own Shares of the Company, and does not Beneficially Own or Constructively Own Shares of the Company in excess of the Aggregate Share Ownership Limit (as in effect on the date immediately prior to the Determination Date).

2. The SLP does not know or have reason to know that, as of the Determination Date, any Person (as defined in the Charter) would be in violation of Section 5.7((ii)(a)(I)(A) or (B) of the Charter. The SLP will immediately notify the Company if it knows or has reason to know of such a violation.

3. Commencing with the Determination Date and at all times thereafter during which the SLP Beneficially Owns or Constructively Owns an amount of shares of Common Stock in excess of the Aggregate Share Ownership Limit:

(a) In no event will the SLP actually own, Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit.

(b) No Person who is treated as an individual under Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) that is a direct or indirect member of the SLP: (i) actually owns, Beneficially Owns or Constructively Owns, or in the future will actually own, Beneficially Own or Constructively Own, more than 7.0% in value of the Company or (ii) actually owns, Beneficially Owns or Constructively Own, or in the future will actually own, Beneficially Own or Constructively Own, as a result of the SLP or the SLP’s Exempt Stock, Shares in excess of the Aggregate Share Ownership Limit, unless, in each case, that Person is an Excepted Holder.

(c) The SLP will not purchase or acquire Shares.

(d) Other than a tenant that is a “taxable REIT subsidiary” of the Company (within the meaning of Section 856(l) of the Code), the SLP has not and will not be a tenant of the Company, or actually own, Beneficially Own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) if it would cause the Company to actually own, Beneficially Own or Constructively Own, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant.

4. The SLP covenants that, after the date hereof, it will promptly notify the Company of the date on which the foregoing representations and covenants are no longer true and correct in all respects, and acknowledges and agrees that, if at any time the foregoing covenant and representation would not be accurate, or if there is an event that would result in the Company being treated as “closely held” within the meaning of Section 856(a)(6) of the Code, or the disqualification of the Company as a real estate investment trust under Section 856(a) of the Code by virtue of actual ownership, Beneficial Ownership or Constructive Ownership, the SLP shall comply with applicable provisions as set forth in the Charter and take any and all remedial measures in order to cause the representations and covenants in this Section 3 to be accurate and not cause the Company to be treated as “closely held” within the meaning of Section 856(a)(6) of the Code or fail to qualify as a real estate investment trust under Section 856(a) of the Code.

5. The SLP understands and acknowledges that:

(a) The Ownership Limit Waiver and Excepted Holder Limit are for the sole benefit of the SLP and may not be assigned or transferred, including by operation of law or in connection with a merger, consolidation, transfer of equity interests or other transaction involving any party benefiting from the Ownership Limit Waiver, by the SLP without prior written consent of the Company.

(b) The Ownership Limit Waiver and Excepted Holder Limit apply only in respect of any Exempt Stock purchased pursuant to the Bellevue and Advisor Waivers, and not to any other Shares of the Company that may be owned by the SLP.

(c) The Exempt Stock remains subject to the restrictions and limitations set forth in Sections 5.7(ii)(a)(I)(B) and 5.7(ii)(a)(I)(C) of the Charter.

(d) Any violation or attempted violation of the representations and covenants set forth above, to the extent provided in the Waiver Agreement, (or any other action which is contrary to the restrictions on transfer and ownership of Shares set forth in Section 5.7(ii)(a)(I) of the Charter) will result in any Shares of the Company that would be actually owned, Beneficially Owned or Constructively Owned by the SLP in excess of the Aggregate Share Ownership Limit, and that would otherwise be Exempt Stock, being automatically transferred to a Trust in accordance with Section 5.7(ii)(a)(II) of the Charter.

(e) Except as otherwise determined by the Company, to the extent provided in the Waiver Agreement, the Ownership Limit Waiver shall cease to be effective upon the breach of the representations or covenants set forth herein.

(f) All questions concerning the construction, validity and interpretation of this Certificate shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

6. Upon request, the SLP shall provide, or cause to be provided, to the Company, such additional information as the Company may reasonably require in order to determine the effect, if any, of the ownership of Shares by the SLP on the Company’s qualification as a real estate investment trust for U.S. federal income tax purposes.

7. The Company may rely on the representations and covenants contained in this Certificate for purposes of granting the SLP the Ownership Limit Waiver.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has signed on behalf of the SLP this Certificate as of this 4th day of February, 2022 and the undersigned declares that the undersigned has the authority to sign this Certificate on behalf of the SLP.

New York City Special Limited Partnership, LLC
By:	/s/ Michael Anderson
Name:	Michael Anderson
Title:	Authorized Signatory

[Signature Page to Certificate of Representations and Covenants for Ownership Limit Waiver]

EX-99.9

EXHIBIT 99.9

OWNERSHIP LIMIT WAIVER AGREEMENT

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of February 4, 2022, is between New York City REIT, Inc., a Maryland corporation (the “Company”), and Nicholas Schorsch, on his own behalf (“Schorsch”) and on behalf of the Nicholas S. Schorsch Revocable Agreement of Trust dated October 7, 2011, as Amended (the “Trust”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s charter, as amended and restated through the date hereof and as presently in effect (the “Charter”).

RECITALS

WHEREAS, as of the date hereof, 13,282,930 shares of the Company’s Class A common stock (the “Common Stock”) are issued and outstanding.

WHEREAS, Section 5.7 of the Charter contains a limitation on the ownership of Shares, which prohibits any Person from Beneficially Owning or Constructively Owning more than 9.8% in value of the aggregate of the outstanding Shares (the “Overall Limit”) and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares (the “Series Limit,” and collectively with the Overall Limit, the “Aggregate Share Ownership Limit”), except as otherwise waived by the Company. These restrictions are designed to ensure the Company’s continued qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”).

WHEREAS, concurrently with the execution of this Agreement the Company is filing a “Certificate of Notice” that will reduce each of the Overall Limit and the Series Limit to 7%.

WHEREAS, concurrently with the execution of this Agreement, Bellevue Capital Partners, LLC (“Bellevue”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Bellevue with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Bellevue to be an Excepted Holder (the “Bellevue Waiver”).

WHEREAS, concurrently with the execution of this Agreement, New York City Advisors, LLC (the “Advisor”) has entered into an “Ownership Limit Waiver Agreement” as of the date hereof that provides Advisor with an ownership limit waiver effective as of the Determination Date (as defined below), allowing Advisor to be an Excepted Holder (the “Advisor Waiver” and together with the Bellevue Waiver, the “Bellevue and Advisor Waivers”).

WHEREAS, the Trust is a grantor trust for federal income tax purposes.

WHEREAS, as of the Determination Date (as defined below), Schorsch and the Trust will be treated as Beneficially Owning or Constructively Owning Shares held by each of Bellevue and the Advisor.

WHEREAS, as of the day immediately prior to the Determination Date (as defined below), the Trust actually owns 119,904 shares of the Common Stock;

WHEREAS, Schorsch and the Trust have requested a waiver of the Aggregate Share Ownership Limit with respect to the Bellevue and Advisor Waivers;

WHEREAS, this Ownership Limit Waiver (as defined below) shall be effective as of the date of this Agreement (the “Determination Date”).

WHEREAS, pursuant to Section 5.7(ii)(g)(I) of the Charter, the Company has adopted resolutions approving Schorsch’s and the Trust’s exemption from the Aggregate Share Ownership Limit on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties, intending to be legally bound, in reliance on the representations set forth in the Certificate (as defined below), hereby agree as follow:

AGREEMENT

1. WAIVER OF OWNERSHIP LIMIT

1.1       The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit Schorsch and the Trust to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 20% and an increased Overall Limit of 20% (the “Excepted Holder Limit”) from and after the Determination Date (collectively the “Ownership Limit Waiver”), solely as a result of the Bellevue and Advisor Waivers.

1.2        The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 is granted solely to Schorsch and the Trust. Any Transfer of the Exempt Stock held by chorsch and the Trust shall cause any such shares to no longer be subject to this Ownership Limit Waiver and any such Shares shall be subject to the Aggregate Share Ownership Limit as of the date of such Transfer.

1.3       The Ownership Limit Waiver and Excepted Holder Limit granted by this Section 1 only grant Schorsch and the Trust the right to Beneficially Own or Constructively Own Shares up to the Excepted Holder Limit. As of the day immediately prior to Determination Date, the Trust (and by extension Schorsch) actually owns 119,904 shares of Common Stock, and Schorsch and the Trust shall not, so long as this Agreement remains in place, acquire, directly or indirectly, any additional Shares, or Beneficially Own or Constructively Own Shares, other than by reason of the actual ownership of Shares by Bellevue or the Advisor and the actual ownership of 119,904 shares of Common Stock by the Trust as of the day immediately prior to the Determination Date.

1.4       Except as specifically provided in Section 1.1, this Agreement does not waive any restrictions or limitations set forth in Section 5.7 of the Charter as they apply to Schorsch and the Trust or other Shares Beneficially Owned or Constructively Owned by any person, other than Schorsch. For the avoidance of doubt, this Agreement also does not modify Section 5.7(ii)(a)(I)(B) and (II) of the Charter in any respect.

2. LIMITATIONS AND OTHER MATTERS

2.1       In no event shall the Ownership Limit Waiver permit any Individual’s Beneficial Ownership or Constructive Ownership of Shares to exceed, at any time, the Aggregate Share Ownership Limit of Section 5.7(i) of the Charter as determined without regard to any provisions of this Agreement, unless and to the extent such Individual is an Excepted Holder. For the purpose of this Agreement, “Individual” has the meaning provided in Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

2.2        For the Ownership Limit Waiver to be effective, Schorsch and the Trust must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the Shares of the Company that would otherwise be in excess of the Aggregate Share Ownership Limit shall be deemed to have been transferred to a Trust in accordance with 5.7(ii)(a)(II) of the Charter.

2.3       Schorsch and the Trust shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by Schorsch and the Trust to the effect that each of Schorsch and the Trust has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, Schorsch and

the Trust will reasonably cooperate with the Company in investigating any direct or indirect relationship that Schorsch and the Trust may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code).

2.4       This Ownership Limit Waiver shall automatically be deemed to have been revoked (prospectively or, as necessary in order to protect the Company’s qualification as a real estate investment trust under the Code, retroactively) without any further action if the Company determines, in its sole discretion, that the Company’s ability to qualify and maintain its qualification as a real estate investment trust pursuant to Section 856 et seq. of the Code is reasonably likely to be jeopardized by the Ownership Limit Waiver, or in fact the Ownership Limit Waiver would jeopardize such qualification. The Company shall promptly notify Schorsch in the event that it has been determined that the Ownership Limit Waiver has been revoked pursuant to this Section 2.4.

3. TERM

3.1       The term of this Agreement shall commence as of the Determination Date, and shall terminate on the earliest of (i) with respect to Schorsch or the Trust the earliest date on which Schorsch or the Trust, respectively, does not Beneficially Own or Constructively Own Shares in excess of the Aggregate Share Ownership Limit; (ii) the earliest date on which any of the conditions set forth in Sections 1 or 2 of this Agreement are no longer true or accurate, or otherwise have been violated; (iii) with respect to Schorsch or the Trust the earliest date on which any of the representations, warranties, agreements, or undertakings made by them in the Certificate (without giving effect to any qualifications as to knowledge) are no longer true, as of such date; (iv) the earliest date on which the Company makes the determination set forth in Section 2.4 of this Agreement; (v) the earliest date on which Schorsch or the Trust acquires actual ownership of any additional Shares in excess of the number of Shares that the Trust actually owns as of the day immediately prior to the Determination Date; or (vi) the earliest date on which either of the Bellevue Waiver or the Advisor Waiver has been terminated.

4. MISCELLANEOUS

4.1       All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

4.2       This Agreement may be signed by the parties in separate counterparts, each of which when so signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4.3       All references to any Code provision shall be deemed to include any successor provisions of the Code and any regulatory, judicial or administrative amendment or interpretation of such statutory provisions.

4.4       The Recitals to this Agreement are incorporated into and are deemed a part of this Agreement.

[Signature Page Follows]

Each of the parties has, to the extent it is an entity, caused this Agreement to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY
New York City REIT, Inc.
By:	/s/ Christopher Masterson
Name:	Christopher Masterson
Title:	CFO
Date:	02/04/2022

Mr. Schorsch

/s/ Nicholas Schorsch

Nicholas Schorsch on his own behalf

/s Nicholas Schorsch

Nicholas Schorsch on behalf of the Nicholas S. Schorsch Revocable Agreement of Trust dated October 7, 2011, as Amended

[Signature Page to Ownership Limit Waiver Agreement]

EXHIBIT A

CERTIFICATE OF REPRESENTATIONS AND COVENANTS
FOR
OWNERSHIP LIMIT WAIVER

New York City REIT, Inc. (the “Company”), as of the date hereof, has 13,282,930 shares of Class A common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding. Each of Bellevue Capital Partners, LLC (“Bellevue”) and New York City Advisors, LLC (the “Advisor”) has entered into an Ownership Limit Waiver Agreement as of the date hereof that provides each with an ownership limit waiver effective as of the Determination Date (as defined below) allowing each to be an Excepted Holder (the “Bellevue and Advisor Waivers”). As of the Determination Date (as defined below), each of Nicholas Schorsch and the Nicholas S. Schorsch Revocable Agreement of Trust dated October 7, 2011, as Amended (together, “Mr. Schorsch”), is treated as Beneficially Owning or Constructively Owning Shares held by Bellevue and the Advisor. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Waiver Agreement (as defined below).

Mr. Schorsch hereby certifies and affirms as of the date hereof (the “Determination Date”), the accuracy of the representations set forth in this Certificate of Representations and Covenants for Ownership Limit Waiver (this “Certificate”) on which the Company will rely with regard to granting the Ownership Limit Waiver for Mr. Schorsch and an Excepted Holder Limit pursuant to that certain Ownership Limit Waiver Agreement between the Company and Mr. Schorsch, dated as of the date hereof (the “Waiver Agreement”). To the extent that the representations set forth below refer to future conduct, such representations constitute covenants of Mr. Schorsch.

1. As of the day immediately prior to the Determination Date, Mr. Schorsch actually owns 119,904 shares of Common Stock, and does not Beneficially Own or Constructively Own Shares of the Company in excess of the Aggregate Share Ownership Limit (as in effect on the date immediately prior to the Determination Date).

2. Mr. Schorsch does not know or have reason to know that, as of the Determination Date, any Person (as defined in the Charter) would be in violation of Section 5.7((ii)(a)(I)(A) or (B) of the Charter as a result of Mr. Schorsch’s actual ownership, Beneficial Ownership or Constructive Ownership of Shares. Mr. Schorsch will immediately notify the Company if it knows or has reason to know of such a violation.

3. Commencing with the Determination Date and at all times thereafter during which Mr. Schorsch Beneficially Owns or Constructively Owns an amount of shares of Common Stock in excess of the Aggregate Share Ownership Limit:

(a) In no event will Mr. Schorsch actually own, Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit.

(b) No Person who is treated as an individual under Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) actually owns, Beneficially Owns or Constructively Owns, or in the future will actually own, Beneficially Own or Constructively Own, as a result of Mr. Schorsch’s Exempt Stock, Shares in excess of the Aggregate Share Ownership Limit, unless, in each case, that Person is an Excepted Holder.

(c) Mr. Schorsch will not purchase or acquire, directly or indirectly, any additional Shares in excess of the 119,904 shares of Common Stock that Mr. Schorsch owns as of the day immediately prior to the Determination Date.

(d) Other than a tenant that is a “taxable REIT subsidiary” of the Company (within the meaning of Section 856(l) of the Code), Mr. Schorsch has not and will not be a tenant of the Company, or actually own, Beneficially Own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) if it would cause the Company to actually own, Beneficially Own or Constructively Own, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant.

4. Mr. Schorsch covenants that, after the date hereof, Mr. Schorsch will promptly notify the Company of the date on which the foregoing representations and covenants are no longer true and correct in all respects, and acknowledges and agrees that, if at any time the foregoing covenant and representation would not be accurate, or if there is an event that would result in the Company being treated as “closely held” within the meaning of Section 856(a)(6) of the Code, or the disqualification of the Company as a real estate investment trust under Section 856(a) of the Code by virtue of actual ownership, Beneficial Ownership or Constructive Ownership, Mr. Schorsch shall comply with applicable provisions as set forth in the Charter and take any and all remedial measures in order to cause the representations and covenants in this Section 3 to be accurate and not cause the Company to be treated as “closely held” within the meaning of Section 856(a)(6) of the Code or fail to qualify as a real estate investment trust under Section 856(a) of the Code.

5. Mr. Schorsch understands and acknowledges that:

(a) The Ownership Limit Waiver and Excepted Holder Limit are for the sole benefit of Mr. Schorsch and may not be assigned or transferred, including by operation of law or in connection with a merger, consolidation, transfer of equity interests or other transaction involving any party benefiting from the Ownership Limit Waiver, by Mr. Schorsch without prior written consent of the Company.

(b) The Ownership Limit Waiver and Excepted Holder Limit apply only in respect of any Exempt Stock purchased pursuant to the Bellevue and Advisor Waivers, and not to any other Shares of the Company that may be owned by Mr. Schorsch.

(c) The Exempt Stock remains subject to the restrictions and limitations set forth in Sections 5.7(ii)(a)(I)(B) and 5.7(ii)(a)(I)(C) of the Charter.

(d) Any violation or attempted violation of the representations and covenants set forth above, to the extent provided in the Waiver Agreement, (or any other action which is contrary to the restrictions on transfer and ownership of Shares set forth in Section 5.7(ii)(a)(I) of the Charter) will result in any Shares of the Company that would be actually owned, Beneficially Owned or Constructively Owned by Mr. Schorsch in excess of the Aggregate Share Ownership Limit, and that would otherwise be Exempt Stock, being automatically transferred to a Trust in accordance with Section 5.7(ii)(a)(II) of the Charter.

(e) Except as otherwise determined by the Company, to the extent provided in the Waiver Agreement, the Ownership Limit Waiver shall cease to be effective upon the breach of the representations or covenants set forth herein.

(f) All questions concerning the construction, validity and interpretation of this Certificate shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

6. Upon request, Mr. Schorsch shall provide, or cause to be provided, to the Company, such additional information as the Company may reasonably require in order to determine the effect, if any, of the ownership of Shares by Mr. Schorsch on the Company’s qualification as a real estate investment trust for U.S. federal income tax purposes.

7. The Company may rely on the representations and covenants contained in this Certificate for purposes of granting Mr. Schorsch the Ownership Limit Waiver.

[Signature Page Follows]

Signed on this 4^th of February, 2022 by

Mr. Schorsch

/s/ Nicholas Schorsch

Nicholas Schorsch on his own behalf

/s/ Nicholas Schorsch

Nicholas Schorsch on behalf of the Nicholas S. Schorsch Revocable Agreement of Trust dated October 7, 2011, as Amended

[Signature Page to Certificate of Representations and Covenants for Ownership Limit Waiver]

AMENDMENT TO
OWNERSHIP LIMIT WAIVER AGREEMENT

THIS AMENDMENT TO OWNERSHIP LIMIT WAIVER AGREEMENT (this “Amendment”), dated as of February 4, 2022, is between New York City REIT, Inc., a Maryland corporation (the “Company”), and Nicholas Schorsch, on his own behalf (“Schorsch”) and on behalf of the Nicholas S. Schorsch Revocable Agreement of Trust dated October 7, 2011, as Amended (the “Trust”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s charter, as amended and restated through the date hereof and as presently in effect (the “Charter”), or the Ownership Limit Waiver Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Company and Schorsch are parties to that certain Ownership Limit Waiver Agreement, dated as of February 4, 2022 (the “Ownership Limit Waiver Agreement”);

WHEREAS, the parties desire to amend the Ownership Limit Waiver Agreement to correct a scrivener’s error in the Ownership Limit Waiver Agreement which states that, as of the day immediately prior to the Determination Date, the Trust actually owns 119,904 shares of the Common Stock; and

WHEREAS, as of the day immediately prior to the Determination Date, Schorsch (and not the Trust) actually owned 119,904 shares of the Common Stock;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. All references in the Ownership Limit Waiver Agreement to the Trust as the actual owner of 119,904 shares of Common Stock as of the day immediately prior to the Determination Date is hereby amended to reflect that Schorsch actually owned 119,904 shares of the Common Stock as of that date.

2. Miscellaneous

a. Except as expressly provided in this Amendment, all of the terms and provisions of the Ownership Limit Waiver Agreement shall remain in full force and effect.

b. All questions concerning the construction, validity and interpretation of this Amendment shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

c. This Amendment may be signed by the parties in separate counterparts, each of which when so signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Each of the parties has, to the extent it is an entity, caused this Amendment to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY
New York City REIT, Inc.
By:	/s/Christopher Masterson
Name:	Christopher Masterson
Title:	Chief Financial Officer
Date:	02/11/2022
Mr. Schorsch
/s/ Nicholas Schorsch
Nicholas Schorsch on his own behalf
/s/ Nicholas Schorsch
Nicholas Schorsch on behalf of the Nicholas S. Schorsch Revocable Agreement of Trust dated October 7, 2011, as Amended
Date: 02/11/2022

[Signature Page to Amendment to Ownership Limit Waiver Agreement]