AMENDED AND RESTATED


 


INCENTIVE RESTRICTED SHARE PLAN


 


OF


 


AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.


 


 SECTION 1.     PURPOSES OF THE PLAN AND DEFINITIONS




 


1.1           
Purposes. The purposes of the Amended and Restated Incentive Restricted Share Plan (this “Plan”)
of American Realty Capital Global Trust, Inc. (the “Company”) are to:


 


(1)              
provide incentives to individuals chosen to receive share-based awards because of their ability to improve operations
and increase profits;


 


(2)              
encourage selected persons to accept positions with or continue to provide services to the Company, the Advisor and
Affiliates of the Company; and


 


(3)              
increase the interest of Directors in the Company’s welfare through their participation in the growth in value
of the Company’s Shares.


 


To accomplish these purposes, this Plan
provides a means whereby employees of the Advisor and Affiliates of the Company, officers of the Company, the Advisor and Affiliates
of the Company, Directors and other enumerated persons may receive Awards.


 


1.2           
Definitions. For purposes of this Plan, the following terms have the following meanings:


 


“Advisor” means
the Person or Persons, if any, appointed, employed or contracted with by the Company to be responsible for directing or performing
the day-to-day business affairs of the Company, including any Person to whom the Advisor subcontracts substantially all such functions.
The initial Advisor is American Realty Capital Global Advisors, LLC.


 


“Affiliate” means
any Person (other than an Advisor), whose employees, directors or officers are eligible to receive Awards under this Plan. The
determination of whether a Person is an Affiliate shall be made by the Board acting in its sole and absolute discretion.


 


“Applicable Laws”
means the requirements relating to the administration of Awards under state corporation laws, U.S. federal and state securities
laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any
foreign country or jurisdiction where Awards are, or will be, granted under this Plan.


 


“Articles of Incorporation”
means the articles of incorporation of the Company, as the same may be amended from time to time.


 


“Award” means
any award of Restricted Shares or RSUs under this Plan.


 




    	 



    	 



    

“Award Agreement”
means, with respect to each Award, the written agreement executed by the Company and the Participant or other written document
approved by the Board setting forth the terms and conditions of the Award.


 


“Board” means
the Board of Directors of the Company.


 


“Code” means the
Internal Revenue Code of 1986, as amended from time to time.


 


“Committee” means
the Board or a duly appointed committee of the Board to which the Board has delegated its powers and functions hereunder.


 


“Company” means
means American Realty Capital Global Trust, Inc.


 


“Director” means
a person elected or appointed and serving as a member of the Board in accordance with the Articles of Incorporation and the Maryland
General Corporation Law.


 


“Effective Date”
has the meaning given it in Section 15.


 


“Eligible Person”
has the meaning set forth in Section 2.


 


“Employment Termination”
means that a Participant has ceased, for any reason and with or without cause, to be an employee or Director of, or a consultant
to, the Company, the Advisor or any Affiliate of the Company. However, the term “Employment Termination” shall not
include a transfer of a Participant from the Company to the Advisor or any Affiliate of the Company or the Advisor or vice
versa, or from any such Affiliate to another, or a leave of absence duly authorized by the Company unless the Board has
provided otherwise.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


“Fair Market Value”
means with respect to Shares:


 


(i)                
If the Shares are listed on any established stock exchange or a national market system, their Fair Market Value shall
be the closing sales price for the Shares, or the mean between the high bid and low asked prices if no sales were reported, as
quoted on such system or exchange (or, if the Shares are listed on more than one exchange, then on the largest such exchange) for
the date the value is to be determined (or if there are no sales or bids for such date, then for the last preceding business day
on which there were sales or bids), as reported in The Wall Street Journal.


 


(ii)              
If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, or if there
is no secondary trading market for the Shares, their Fair Market Value shall be determined in good faith by the Board.


 


“Grant Date” has
the meaning set forth in Section 5.1(c).


 


“Participant”
means an Eligible Person who is granted an Award.


 




    	 



    	 



    

“Person” means
an individual, a corporation, partnership, trust, association, or any other entity.


 


“Plan” means this
Incentive Restricted Share Plan of American Realty Capital Global Trust, Inc.


 


“Restricted Shares”
means an Award of restricted shares granted under Section 5.2.


 


“Restricted Stock Unit”
or “RSU” means a contractual right granted to an Eligible Person under Section 5.3 representing notional
unit interests equal in value to a Share to be paid or distributed at such times, and subject to such conditions, as set forth
in the Plan and the applicable Award Agreement.


 


“Rule 16b-3” means
Rule 16b-3 adopted under Section 16(b) or any successor rule, as it may be amended from time to time, and references to paragraphs
or clauses of Rule 16b-3 refer to the corresponding paragraphs or clauses of Rule 16b-3 as it exists at the Effective Date or the
comparable paragraph or clause of Rule 16b-3 or successor rule, as that paragraph or clause may thereafter be amended.


 


“Section 16(b)”
means Section 16(b) of the Exchange Act.


 


“Section
409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable
Treasury regulation or other official guidance promulgated thereunder.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time.


 


“Shares” means
common shares of capital stock of the Company, $0.01 par value per share.


 


		SECTION	 2.    ELIGIBLE
PERSONS



 


“Eligible Person” means
every person who, at or as of the Grant Date, is


 


(a)               
a full-time employee of the Advisor, the Company or any Affiliate of the Company;


 


(b)              
an officer of the Company, the Advisor or any Affiliate of the Company;


 


(c)               
a Director of the Company;


 


(d)              
a director of the Advisor or any Affiliate of the Company; or


 


(e)               
someone whom the Board designates as eligible for an Award because the person:


 


     (i)                
performs bona fide consulting or advisory services for the Company, the Advisor or any Affiliate of the Company pursuant
to a written agreement (other than services in connection with the offer or sale of securities in a capital-raising transaction),
and


 




    	 



    	 



    

     (ii)              
has a direct and significant effect on the financial development of the Company or any Affiliate of the Company,


 


shall be eligible to receive Awards hereunder.


 


		SECTION	 3.    SHARES
SUBJECT TO THIS PLAN



 


The total
number of Shares that may be issued under or subject to Awards shall not exceed 10.0% of the Company’s outstanding Shares
on a fully diluted basis at any time. The number of Shares reserved for issuance under this Plan is subject to adjustment
in accordance with the provisions for adjustment in Section 5.1. If any Awards granted awarded under this Plan are forfeited
for any reason, the number of forfeited Shares shall again be available for purposes of granting Awards under this Plan.


 


		SECTION	 4.    
ADMINISTRATION



 


4.1           
Administration. This Plan shall be administered by the Committee.


 


4.2           
Committee’s Powers. Subject to the express provisions of this Plan, the Committee shall have the authority,
in its sole discretion:


 


(a)           
to adopt, amend and rescind administrative and interpretive rules and regulations relating to this Plan;


 


(b)           to
determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted;


 


(c)            to determine the number of Shares that shall be the subject of each Award;


 


(d)            to determine the terms and provisions of each Award (which need not be identical) and any amendments thereto, including
provisions defining or otherwise relating to:


 


(i)              the extent to which the transferability of Shares issued or transferred pursuant to any Award is restricted;


 


(ii)             the
effect of Employment Termination on an Award;


 


(iii)            the effect of approved leaves of absence;


 


(iv)            to construe the respective Award Agreements and this Plan;


 


(v)             to make determinations of the Fair Market Value of Shares;


 


(vi)            to
waive any provision, condition or limitation set forth in an Award Agreement;


 


(vii)          
to delegate its duties under this Plan to such agents as it may appoint from time to time; and


 




    	 



    	 



    

(viii)        
to make all other determinations, perform all other acts and exercise all other powers and authority necessary or
advisable for administering this Plan, including the delegation of those ministerial acts and responsibilities as the Committee
deems appropriate.


 


The Committee may correct any defect, supply
any omission or reconcile any inconsistency in this Plan, in any Award or in any Award Agreement in the manner and to the extent
it deems necessary or desirable to implement this Plan, and the Committee shall be the sole and final judge of that necessity or
desirability. The determinations of the Committee on the matters referred to in this Section 4.2 shall be final and conclusive.


 


4.3           
Term of Plan. No Awards shall be granted under this Plan after 10 years from the Effective Date of this Plan.


 


		SECTION	 5.    CERTAIN
TERMS AND CONDITIONS OF AWARDS



 


5.1           
All Awards. All Awards shall be subject to the following terms and conditions:


 


(a)            Changes in Capital Structure. If the number of outstanding Shares is increased by means of a share dividend
payable in Shares, a share split or other subdivision or by a reclassification of Shares, then, from and after the record date
for such dividend, subdivision or reclassification, the number and class of Shares subject to this Plan shall be increased in proportion
to such increase in outstanding Shares. If the number of outstanding Shares is decreased by means of a reverse share split or other
combination or by a reclassification of Shares, then, from and after the record date for such combination or reclassification,
the number and class of Shares subject to this Plan shall be decreased in proportion to such decrease in outstanding Shares.


 


(b)            Certain Corporate Transactions. In the event of any change in the capital structure or business of the Company
by reason of any recapitalization, reorganization, merger, consolidation, split-up, subdivision, combination, exchange of Shares
or any similar change affecting the Company’s capital structure or business, then the aggregate number and kind of Shares
which thereafter may be issued under this Plan shall be appropriately adjusted consistent with such change in such manner as the
Committee or the Board may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available
for, Participants under this Plan, and any such adjustment determined by the Committee or the Board in good faith shall be binding
and conclusive on the Company and all Participants and employees and their respective heirs, executors, administrators, successors
and assigns.


 


(c)             Grant
Date. Each Award Agreement shall specify the date as of which it shall be effective (the “Grant Date”).


 


(d)             Vesting.
Each Award shall vest, and any restrictions thereunder shall lapse, as the case may be, at such times and in such amounts as may
be specified by the Committee in the applicable Award Agreement.


 


(e)             Nonassignability
of Rights. Awards shall not be transferable other than with the consent of the Committee or the Board or by will or the laws
of descent and distribution.


 




    	 



    	 



    

(f)               
Termination of Employment from the Company, the Advisor or any Affiliate of the Company. The Committee shall
establish, in respect of each Award when granted, the effect of an Employment Termination on the rights and benefits thereunder
and in so doing may, but need not, make distinctions based upon the cause of termination (such as retirement, death, disability
or other factors) or which party effected the termination (the employer or the employee).


 


(g)              
Minimum Purchase Price. Notwithstanding any provision of this Plan to the contrary, if authorized but previously
unissued Shares are issued under this Plan, such Shares shall not be issued for a consideration which is less than as permitted
under Applicable Law, and in no event, shall such consideration be less than the par value per Share multiplied by the number of
Shares to be issued.


 


(h)              
Other Provisions. Each Award Agreement may contain such other terms, provisions and conditions not inconsistent
with this Plan, as may be determined by the Committee.


 


5.2              
Restricted Shares. Restricted Shares shall be subject to the following terms and conditions:


 


(a)               
Grant. The Committee may grant one or more Awards of Restricted Shares to any Participant. Each Award of Restricted
Shares shall specify the number of Shares to be issued to the Participant, the date of issuance and the restrictions imposed on
the Shares including the conditions of release or lapse of such restrictions. Upon the issuance of Restricted Shares, the Participant
may be required to furnish such additional documentation or other assurances as the Committee may require to enforce restrictions
applicable thereto.


 


(b)              
Restrictions. Except as specifically provided elsewhere in this Plan or the Award Agreement regarding Restricted
Shares, Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily
or involuntarily, until the restrictions have lapsed and the rights to the Shares have vested. The Committee may in its sole discretion
provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part,
based on service, performance or such other factors or criteria as the Committee may determine.


 


(c)               
Dividends. Unless otherwise determined by the Committee, cash dividends with respect to Restricted Shares
shall be paid to the recipient of the Award of Restricted Shares on the normal dividend payment dates, and dividends payable in
Shares shall be paid in the form of Restricted Shares having the same terms as the Restricted Shares upon which such dividend is
paid. Each Award Agreement for Awards of Restricted Shares shall specify whether and, if so, the extent to which the Participant
shall be obligated to return to the Company any cash dividends paid with respect to any Restricted Shares which are subsequently
forfeited.


 


(d)              
Forfeiture of Restricted Shares. Except to the extent otherwise provided in the applicable Award Agreement,
when a Participant’s Employment Termination occurs, the Participant shall automatically forfeit all Restricted Shares still
subject to restriction.


 




    	 



    	 



    

5.3               
Restricted Stock Units. RSUs shall be subject to the following terms and conditions:


 


(a)               
Grant. The Committee may grant one or more Awards of RSUs to any Participant. Each Award of RSUs shall specify
the number of RSUs granted to the Participant, the Grant Date and the restrictions imposed on the RSUs including the conditions
of vesting or lapse of such restrictions. The value of each RSU is equal to the Fair Market Value of the Shares on the applicable
date or time period of determination, as specified by the Committee.


 


(b)              
Restrictions. Except as specifically provided elsewhere in this Plan or the Award Agreement regarding RSUs,
RSUs may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily.
The Committee may in its sole discretion provide for the lapse of such restrictions in installments and may accelerate or waive
such restrictions, in whole or in part, based on service, performance or such other factors or criteria as the Committee may determine.


 


(c)               
Payment of Restricted Stock Units. RSUs shall become payable to a Participant at the time or times determined
by the Committee in its sole discretion and set forth in the Award Agreement, which may be upon or following the vesting of the
Award. Payment of a RSU may be made, as approved by the Committee and set forth in the Award Agreement, in cash or in Shares or
in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a RSU shall be made based upon
the Fair Market Value of the Shares, determined on such date or over such time period as determined by the Committee in its sole
discretion.


 


(d)              
Dividend Equivalent Rights. RSUs may be granted together with a dividend equivalent right with respect to
the Shares subject to the Award, which may be accumulated and may be deemed reinvested in additional RSUs or may be accumulated
in cash, as determined by the Committee in its sole discretion, and, unless otherwise determined by the Committee, will be paid
at the time the underlying RSU is payable. Unless otherwise determined by the Committee, dividend equivalent rights shall be subject
to forfeiture under the same conditions as apply to the underlying RSU.


 


(e)               
Forfeiture of Restricted Shares. Except to the extent otherwise provided in the applicable Award Agreement,
when a Participant’s Employment Termination occurs, the Participant shall automatically forfeit all RSUs still subject to
restriction.


 


(f)               
No Rights as Stockholder. The Participant shall not have any rights as a stockholder with respect to the shares
subject to a RSU until such time as Shares are delivered to the Participant pursuant to the terms of the Award Agreement.


 


		SECTION	 6.    SECURITIES
LAWS



 


Nothing in this Plan or in any Award or
Award Agreement shall require the Company to issue any Shares with respect to any Award if, in the opinion of counsel for the Company,
that issuance could constitute a violation of any Applicable Laws. As a condition to the grant of any Award, the Company may require
the Participant (or, in the event of the Participant’s death, the Participant’s legal representatives, heirs, legatees
or distributees) to provide written


 




    	 



    	 



    

representations concerning the Participant’s (or such
other person’s) intentions with regard to the retention or disposition of the Shares covered by the Award and written covenants
as to the manner of disposal of such Shares as may be necessary or useful to ensure that the grant or disposition thereof will
not violate the Securities Act, any other law or any rule of any applicable securities exchange or securities association then
in effect. The Company shall not be required to register any Shares under the Securities Act or register or qualify any Shares
under any state or other securities laws.


 


		SECTION	 7.    EMPLOYMENT
OR OTHER RELATIONSHIP



 


Nothing in this Plan or any Award shall
in any way interfere with or limit the right of the Company, the Advisor or any Affiliate of the Company to terminate any Participant’s
employment or status as a consultant or Director at any time, nor confer upon any Participant any right to continue in the employ
of, or as a Director or consultant of, the Company, the Advisor or any Affiliate of the Company.


 


		SECTION	 8.    AMENDMENT,
SUSPENSION AND TERMINATION OF THIS PLAN



 


The Board may at any time amend, suspend
or discontinue this Plan, provided that such amendment, suspension or discontinuance meets the requirements of Applicable Laws,
including without limitation, any applicable requirements for stockholder approval. Notwithstanding the above, an amendment, suspension
or discontinuation shall not be made if it would impair the rights of any Participant under any Award previously granted, without
the Participant’s consent, except to conform this Plan and Awards granted to the requirements of Applicable Laws. Notwithstanding
any provision of the Plan to the contrary, if the Board determines that any Award may be subject to Section 409A of the Code, the
Board may adopt such amendment to the Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions that the Board determines are necessary
or appropriate, without the consent of the Participant, to (a) exempt the Award from Section 409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section
409A of the Code.


 


		SECTION	 9.    
LIABILITY AND INDEMNIFICATION OF THE BOARD



 


No person constituting, or member of the
group constituting, the Board shall be liable for any act or omission on such person’s part, including but not limited to
the exercise of any power or discretion given to such member under this Plan, except for those acts or omissions resulting from
such member’s gross negligence or willful misconduct. The Company shall indemnify each present and future person constituting,
or member of the group constituting, the Board against, and each person or member of the group constituting the Board shall be
entitled without further act on his or her part to indemnity from the Company for, all expenses (including the amount of judgments
and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by such
person in connection with or arising out of any action, suit or proceeding to the fullest extent permitted by law and by the Articles
of Incorporation and Bylaws of the Company.


  




    	 



    	 



    




		SECTION	 10.     SEVERABILITY





 


If any provision of this Plan is held to
be illegal or invalid for any reason, that illegality or invalidity shall not affect the remaining portions of this Plan, but such
provision shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid provision had never
been included in this Plan. Such an illegal or invalid provision shall be replaced by a revised provision that most nearly comports
to the substance of the illegal or invalid provision. If any of the terms or provisions of this Plan or any Award Agreement conflict
with the requirements of Applicable Laws, those conflicting terms or provisions shall be deemed inoperative to the extent they
conflict with Applicable Law.


 


		SECTION	 11.    SECTION
409A OF THE CODE



 


Although the Company does not guarantee
to a Participant the particular tax treatment of an Award granted under the Plan, Awards granted under the Plan are intended to
be exempt from, or comply with, Section 409A of the Code. The Plan and any Awards granted under the Plan shall be limited, construed
and interpreted in accordance with such intent. To the extent that any Award granted under the Plan constitutes “non-qualified
deferred compensation” pursuant to Section 409A of the Code (a “Section 409A Covered Award”), it shall
be paid in a manner intended to comply with Section 409A of the Code. Notwithstanding the foregoing, in no event whatsoever shall
the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A of the Code
or any damages for failing to comply with Section 409A of the Code.


 


Notwithstanding anything in the Plan or
in an Award to the contrary, the following provisions shall apply to Section 409A Covered Awards:


 


(a)               
A termination of service shall not be deemed to have occurred for purposes of any provision of a Section 409A Covered Award
providing for payment upon or following a termination of the Participant’s service unless such termination is also a “Separation
from Service” within the meaning of Code Section 409A and, for purposes of any such provision of Section 409A Covered Award,
references to a “termination,” “termination of employment” or like terms shall mean Separation from Service.
Notwithstanding any provision to the contrary in the Plan or an Award, if the Participant is deemed on the date of the Participant’s
termination of service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)
and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth
in Code Section 409A, then with regard to any such payment under a Section 409A Covered Award, to the extent required to be delayed
in compliance with Code Section 409A(a)(2)(B), such payment shall not be made prior to the earlier of (i) the expiration of the
six (6)-month period measured from the date of the Participant’s Separation from Service, and (ii) the date of the Participant’s
death (the “Delay Period”). All payments delayed pursuant to this Section 11(a) shall be paid to the Participant
on the first day of the seventh month following the date of the Participant’s Separation from Service or, if earlier, on
the date of the Participant’s death.


 


(b)              
Whenever a payment under a Section 409A Covered Award specifies a payment period with reference to a number of days, the
actual date of payment within the specified period shall be within the sole discretion of the Company.


 




    	 



    	 



    

(c)               
If under the Section 409A Covered Award an amount is to be paid in two or more installments, for purposes of Code Section
409A, each installment shall be treated as a separate payment.


 


		SECTION	 12.     WITHHOLDING



 


The Company shall have the right to deduct
from any payment to be made to a Participant, or to otherwise require, prior to the issuance or delivery of any Shares or the payment
of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the
vesting of Restricted Shares, or upon making an election under Section 83(b) of the Code, a Participant shall pay all required
withholding to the Company. The Board may permit any such statutory withholding obligation with regard to any Participant to be
satisfied by reducing the number of Shares otherwise deliverable or by delivering Shares already owned.


 


		SECTION	 13.      GOVERNING
LAW



 


This Plan shall be governed and construed
in accordance with the laws of the State of Maryland (regardless of the law that might otherwise govern under applicable principles
of conflict of laws).


 


		SECTION	 14.      EFFECTIVE
DATE AND PROCEDURAL HISTORY



 


This Plan is an amendment and restatement
of the Employee and Director Incentive Restricted Share Plan of American Realty Capital Global Daily Net Asset Value Trust, Inc.
that was originally approved by the Board on April 20, 2012 (the “Effective Date”) and was approved in
that form by the holders of the Company’s voting Shares on April 20, 2012. The Board approved and adopted the Plan in the
form set forth herein on April 8, 2015.