EX-10.5




 Exhibit 10.5 

FORM OF RESTRICTED STOCK AWARD CERTIFICATE 

Non-transferable 
 G R A N T
T O 
  
  

(“Grantee”) 
 by Nuveen
Global Cities REIT, Inc. (the “Company”) of 

            shares of its Class I common stock, $0.01 par value (the
“Shares”). 
 The Shares are granted pursuant to and subject to the provisions of the Nuveen Global Cities REIT, Inc. Independent Director
Restricted Share Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the Terms and Conditions set
forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 

Unless vesting is accelerated in accordance with Section 2 of the Terms and Conditions, the Shares shall vest (become non-forfeitable) in accordance with
the following schedule, subject to Grantee’s Continuous Service on each vesting date. 
  

			
	Vesting Date	  	Percent of Shares Vesting
	[Insert first anniversary of grant date or, in the case of the initial restricted stock grant, the one-year anniversary of the director’s election or appointment to the Board]	  	100%

 IN WITNESS WHEREOF, Nuveen Global Cities REIT, Inc., acting by and through its duly authorized officers, has caused this Award
Certificate to be duly executed. 
  

			
	NUVEEN GLOBAL CITIES REIT, INC.
	
	 
	 By:
	 	
	 Its:
	 	

 Grant Date: 








 TERMS AND CONDITIONS 

1. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject
to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered to or in favor of any party, or be
subjected to any lien, obligation or liability of Grantee to any other party. If Grantee’s Continuous Service with the Company terminates for any reason other than as set forth in subsection (b) of Section 2 hereof, then Grantee shall
forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed
under this Section 1 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate
structure affecting the Shares. 
 2. Expiration and Termination of Restrictions. The restrictions imposed under Section 1 will expire on the
earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”): 
  

	(a)	as to the number of the Restricted Shares specified on the cover page hereof, on the respective dates specified on such cover page, subject to Grantee’s Continuous Service on each vesting date; 


 

	(b)	as to all of the Restricted Shares, upon termination of Grantee’s Continuous Service by the Company by reason of Grantee’s death or Disability; or 


 

	(c)	as to all of the Restricted Shares, upon the occurrence of a Change in Control. 

 3. Delivery of Shares.
The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. Any certificate for the Restricted Shares issued during the Restricted
Period shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions
(including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and Nuveen Global Cities REIT, Inc. Release from such terms and conditions shall
be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of Nuveen Global Cities REIT, Inc.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee
or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the
Company, with registration requirements under the 1933 Act, listing requirements under the rules of any securities exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares. 

4. Voting Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted
Period. 
 5. Dividend Rights. Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment
of such dividends shall be deferred and held (without interest) by the Company for the account of Grantee until the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to the same vesting restrictions
imposed under Section 2 as the Restricted Shares to which they relate. Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company to the Grantee promptly upon the expiration of the Restricted Period
(and in any event within thirty (30) days of the date of such expiration). 
 6. No Right of Continued Service. Nothing in this Award
Certificate shall interfere with or limit in any way the right of the Company to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue providing services to the Company. 

7. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the
Code (an “83(b) Election”). To effect such 83(b) Election, Grantee may file an appropriate election with Internal Revenue Service within 30 days after the Grant Date and otherwise in accordance with applicable Treasury Regulations.

 8. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Award Certificate and this Award Certificate shall
be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Certificate, the provisions of the Plan shall be controlling and
determinative. 

  
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 9. Successors. This Award Certificate shall be binding upon any successor of the Company, in accordance
with the terms of this Award Certificate and the Plan. 
 10. Severability. If any one or more of the provisions contained in this Award Certificate
are invalid, illegal or unenforceable, the other provisions of this Award Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 

11. Notice. Notices hereunder must be in writing, delivered personally or sent by registered or certified U.S. mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to Nuveen Global Cities REIT, Inc., 730 Third Avenue, 3rd Floor, New York, NY 10017; Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices
to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company. 

  
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