Exhibit 10.38


 





FIRST AMENDMENT TO


THIRD AMENDED AND RESTATED ADVISORY
AGREEMENT 


 


 


This
FIRST AMENDMENT TO ADVISORY AGREEMENT is entered into as of April 4, 2015, among American Realty Capital Global Trust, Inc., a
Maryland corporation (the “Company”), American Realty Capital Global Operating Partnership, L.P., a Delaware
limited partnership (the “Operating Partnership”), American Realty Capital Global Advisors, LLC, a Delaware
limited liability company, a Delaware limited liability company, and each Local Entity set forth in Appendix A thereto,
as such Appendix may be amended from time to time (the “Advisor”).


 


RECITALS


 


WHEREAS, the
Company, the Operating Partnership and the Advisor entered into that certain Third Amended and Restated Advisory Agreement, dated
as of July 15, 2013 (the “Advisory Agreement”); and


 


WHEREAS, pursuant
to Section 24 of the Advisory Agreement, the Company, the Operating Partnership and the Advisor desire to make certain amendments
to the Advisory Agreement.


NOW, THEREFORE,
in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	Amendment to Section 10(d) of the Advisory Agreement. Effective as of the date hereof, Section 10(d)
of the Advisory Agreement is hereby replaced in its entirety with the following:



 


“(d)Asset Management
Fee. For any periods ending on or prior to December 31, 2012 and any period commencing on or after April 1, 2015, the Company
(and with respect to a Foreign Investment, the applicable Local Entity) shall pay an Asset Management Fee to the Advisor or its
assignees as compensation for services rendered in connection with the management of the Company’s assets in an amount equal
to 0.75% per annum of the Cost of Assets. The Asset Management Fee is payable on the first business day of each month in the amount
of 0.0625% of the Cost of Assets for the preceding monthly period. The Asset Management Fee will be reduced to the extent that
NAREIT FFO, as adjusted, during the six months ending on the last day of the calendar quarter immediately preceding the date that
such Asset Management Fee is payable, is less than the Distributions declared with respect to such six month period. For purposes
of this determination, NAREIT FFO, as adjusted, is NAREIT FFO adjusted to (i) include acquisition fees and related expenses, which
is deducted in computing NAREIT FFO; and (ii) include non-cash restricted stock grant amortization, if any, which is deducted in
computing NAREIT FFO.”


 


		2.	Amendment to Section 10(g) of the Advisory Agreement. Effective as of the date hereof, Section 10(g)
of the Advisory Agreement is hereby replaced in its entirety with the following:



 


“(g)Payment of
Fees. In connection with the Acquisition Fee, Real Estate Commission, Annual Subordinated Performance Fee, Asset Management
Fee (for any periods ending on or prior to December 31, 2012 and any period commencing on or after April 1, 2015) and Financing
Coordination Fee, the Company (and with respect to a Foreign Investment, the applicable Local Entity) shall pay such fees to the
Advisor or its assignees in cash, in Shares, or a combination of both, the form of payment to be determined in the sole discretion
of the Advisor. For the purposes of the payment of any fees in Shares, (i) if at the applicable time an Offering is underway, (a)
prior to the NAV Pricing Start Date, each Share shall be valued at the per-share offering price of the Shares in such Offering
minus the maximum Selling Commissions and Dealer Manager Fee allowed in such Offering, and (b) after the NAV Pricing Start Date,
each Share shall be valued at the then-current NAV per Share; and (ii) at all other times, each Share shall be valued by the Board
in good faith (A) at the estimated value thereof, calculated in accordance with the provisions of NASD Rule 2340(c)(1) (or any
successor or similar FINRA rule), or (B) if no such rule shall then exist, at the fair market value thereof; provided, however,
that in the case of Asset Management Fees payable in grants of restricted Shares, each Share shall be valued in accordance with
the provisions of the equity incentive plan of the Company pursuant to which such grants are to be made.”


 






    	 



    	 



    

 


 


		3.	Amendment to Section 10(i) of the Advisory Agreement. Effective as of the date hereof, Section 10(i)
of the Advisory Agreement is hereby replaced in its entirety with the following:



 


“(i)Subordinated
Participation Interests. The Company shall cause the Operating Partnership to periodically issue Subordinated Participation
Interests in the Operating Partnership to the Advisor or its assignees, pursuant to the terms and conditions contained in the Operating
Partnership Agreement, in connection with the Advisor’s (or its assignees’) management of the Operating Partnership’s
assets commencing on January 1, 2013 through and including March 31, 2015.”


 


		4.	Amendment to Section 16 of the Advisory Agreement. Effective as of the date upon which the
conditions set forth in Article XIII (Amendments)(ii) of the Company’s Articles of Amendment and Restatement are satisfied
(the “Approval for Listing Condition”), Section 16 of the Advisory Agreement is hereby replaced in its
entirety with the following:



 


“16.TERM OF AGREEMENT.
This Agreement shall continue in force for a period of one year from the date hereof (the “Initial Term”). Thereafter,
this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal
Term”) unless the Company or the Advisor elects not to renew this Agreement in accordance with Section 16 hereof.”


 


		5.	Amendment to Section 17 of the Advisory Agreement. Effective as of the date upon which the
Approval for Listing Condition is satisfied, Section 17 of the Advisory Agreement is hereby replaced in its entirety with
the following:



 


“17.TERMINATION
BY THE PARTIES. This Agreement may be terminated upon sixty (60) days’ written notice prior to the expiration of the
Initial Term or the then current Automatic Renewal Term by the Independent Directors of the Company or the Advisor, without Cause
and without penalty. Notwithstanding the foregoing, this Agreement may be terminated upon forty-five (45) days’ written notice
(a) by the Advisor for Good Reason or upon a Change of Control, or (b) by the Independent Directors of the Company with Cause.
The provisions of Sections 15 and 19 through 31 (inclusive) of this Agreement shall survive any expiration or earlier termination
of this Agreement.”


 


[Signature page follows.]






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, have duly executed this agreement as of the date first set forth above.


 


	 	AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Scott Bowman
	 	 	Name:  Scott Bowman
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	 	 
	 	AMERICAN REALTY CAPITAL GLOBAL TRUST OPERATING PARTNERSHIP, L.P.
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., 
	 	 	its General Partner
	 	 	 
	 	 	 
	 	 	 
	 	By:  	/s/ Scott Bowman
	 	 	Name:  Scott Bowman
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	AMERICAN REALTY CAPITAL GLOBAL ADVISORS, LLC
	 	 	 
	 	 	 
	 	By:  	/s/ Scott Bowman
	 	 	Name:  Scott Bowman
	 	 	Title:  Chief Executive Officer