Exhibit 10.42


 





GLOBAL NET LEASE, INC.


 


AMENDED AND RESTATED


 


2015 ADVISOR MULTI-YEAR OUTPERFORMANCE
AGREEMENT


 


This AMENDED AND RESTATED
2015 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Agreement”) made as of August 7, 2015 (the “Grant
Date”), by and among GLOBAL NET LEASE INC., a Maryland corporation (the “Company”), its subsidiary
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the entity through which the Company conducts
substantially all of its operations (the “Partnership”), and GLOBAL NET LEASE ADVISORS, LLC, a Delaware limited
liability company, the Company’s manager (the “Advisor”).


 


RECITALS


 


The Advisor provides
services to the Company pursuant to the Amended and Restated Advisory Agreement by and among the Company, the Partnership and the
Advisor, dated as of November 7, 2012, as amended from time to time.


 


The Board of Directors
of the Company (the “Board”), or a committee of the Board designated by the Board, approved this Agreement to
provide the Advisor with the incentive compensation described in this Agreement (the “Award”) and thereby provide
additional incentive for the Advisor to promote the progress and success of the business of the Company and its affiliates, including
the Partnership. This Agreement evidences the Award and is subject to the terms and conditions set forth herein and in the Partnership
Agreement (as defined herein).


 


NOW, THEREFORE, the
Company, the Partnership and the Advisor agree as follows:


 


1.Administration.
The Award granted under this Agreement shall be administered by a Committee appointed by the Board from time to time to administer
the Plan (the “Committee”); provided that all powers of the Committee hereunder can be exercised by the
full Board if the Board so elects. To the extent that no Committee exists that has the authority to administer this Agreement,
the functions of the Committee shall be exercised by the Board and the Board shall be considered the “Committee” hereunder.
The Committee shall have the discretionary authority to make all determinations regarding the Award, including, without limitation,
the interpretation and construction of the Award and the determination of relevant facts; provided such determinations are
made in good faith and are consistent with the purpose and intent of the Award. Except as expressly provided herein, no such action
by the Committee shall adversely affect the rights of the Advisor to any earned and outstanding Award LTIP Units (as defined below).
Subject to the terms hereof, all decisions made by the Committee shall be final, conclusive and binding on all persons, including
the Company, the Partnership and the Advisor. No member of the Committee, nor any other member of the Board or any officer or employee
of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Award, and all members of the Committee and each other member of the Board and any officer
or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by
the Company in respect of any such action, determination or interpretation.


 






     


     


    

 


2.Definitions.
The definitions for certain terms used herein are set forth in Exhibit A.


 


3.Outperformance
Award.


 


a.On June 2, 2015
(the “Grant Date”) the Advisor was granted the Award, consisting of 9,041,801 LTIP Units (the “Award
LTIP Units”), which will be subject to forfeiture and vesting to the extent provided in this Section 3 and
Section 4 hereof.


 


b.As soon as practicable
following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual Amount and divide
the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to
the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each
Valuation Date referred to herein as the “Annual OPP Unit Equivalent”.


 


c.As soon as practicable
following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim Amount and divide
the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the
extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second
Valuation Date referred to herein as the “Interim OPP Unit Equivalent”.


 


d.As soon as practicable
following the Final Valuation Date, but as of the Final Valuation Date, the Committee will:


 


(i)determine the
Final Absolute TRS Amount;


 


(ii)determine the
Final Relative TRS Amount;


 


(iii)determine the
Total Outperformance Amount; and


 


(iv)divide the resulting
dollar amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the
Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Final Valuation Date
referred to herein as the “Final OPP Unit Equivalent.”


 






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If the Total OPP Unit Equivalent is smaller
than the number of Award LTIP Units previously issued to the Advisor, as of the Final Valuation Date, the Advisor shall forfeit
the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership or the Company;
thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Advisor
nor any of its successors, members or their respective assigns or personal representatives will have any further rights or interests
in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units
previously issued to the Advisor: (A) the Company shall cause the Partnership to issue to the Advisor, as of the Final Valuation
Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP
Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such
action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject
to the Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this
Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements,
including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of
Award LTIP Units previously issued to the Advisor, then there will be no change to the number of Award LTIP Units under this Award.


 


e.If any of the
Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section
4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous
Service of the Advisor must continue through the applicable vesting date:


 


(i)one-third (1/3)
on June 2, 2018;


 


(ii)one-third (1/3)
on June 2, 2019; and


 


(iii)one-third (1/3)
on June 2, 2020.


 


f.Within thirty
(30) days following each vesting date under Section 3(e), the Advisor, in its sole discretion, shall be entitled to
convert such Award LTIP Units that vested on such date into OP Units in accordance with the terms of the Partnership Agreement.


 


g.Any Award LTIP
Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration
by the Partnership or the Company automatically and without notice be forfeited and be and become null and void, and neither the
Advisor nor any of its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter
have any further rights or interests in such forfeited Award LTIP Units.


 


4.Termination/Change
of Control.


 


a.In the event
the Company terminates the Advisor’s Continuous Service for any reason prior to the Final Valuation Date, the calculations
provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following such termination (and
if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the termination of Continuous
Service had not occurred and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent as so determined. Within
thirty (30) days of the date such calculations are completed, the Advisor, in its sole discretion, shall be entitled to convert
the Total OPP Unit Equivalent so determined into OP Units in accordance with the terms of the Partnership Agreement.


 






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b.In the event
the Company terminates the Advisor’s Continuous Service for any reason after the Final Valuation Date, any then unvested
Award LTIP Units shall be fully (100%) vested and non-forfeitable hereunder. Within thirty (30) days of the date such termination,
the Advisor, in its sole discretion, shall be entitled to convert such Award LTIP Units into OP Units in accordance with the terms
of the Partnership Agreement.


 


c.In the event
of a Change in Control prior to the Final Valuation Date, (i) the Advisor shall become fully (100%) vested in any Award LTIP Units
that had been earned but were unvested prior to the Change in Control and within thirty (30) days of the date such Change in Control,
the Advisor, in its sole discretion, shall be entitled to convert such Earned Annual and Interim OPP Units into OP Units or common
stock in accordance with the terms of the Partnership Agreement; and (ii) the calculations provided in Sections 3(b), (c) and (d)
hereof shall be performed as of the Valuation Date next following such Change in Control (and if such Valuation Date is not the
Final Valuation Date, on the Final Valuation Date as well) and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent
as so determined and within thirty (30) days of the date such calculations are completed, the Advisor, in its sole discretion,
shall be entitled to convert the number of Award LTIP Units so determined into OP Units in accordance with the terms of the Partnership
Agreement.


 


d.In the event
of a Change in Control after the Final Valuation Date, subject to the Continuous Service of the Advisor through the date of such
Change in Control, any then unvested Award LTIP Units shall be fully (100%) vested and non-forfeitable hereunder. Within thirty
(30) days of the date such Change in Control, the Advisor, in its sole discretion, shall be entitled to convert such Award LTIP
Units into OP Units in accordance with the terms of the Partnership Agreement.


 


5.Rights of Advisor.
The Advisor shall have no rights with respect to this Agreement (and the Award evidenced hereby) unless the Advisor shall have
accepted this Agreement prior to the close of business on the Effective Date by signing and delivering to the Partnership a copy
of this Agreement. Upon acceptance of this Agreement by the Advisor, the Partnership Agreement shall be amended to reflect the
issuance to the Advisor of the Award LTIP Units so accepted. Thereupon, the Advisor shall have all the rights of a Limited Partner
of the Partnership with respect to the Award LTIP Units, as set forth in the Partnership Agreement, subject, however, to the restrictions
and conditions specified herein. Award LTIP Units constitute and shall be treated for all purposes as the property of the Advisor,
subject to the terms of this Agreement and the Partnership Agreement.


 


6.Distributions.


 


a.The Advisor shall
be entitled to receive distributions with respect to the Award LTIP Units to the extent provided for in the Partnership Agreement.


 






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b.The LTIP Unit
Distribution Participation Date (as defined in the Partnership Agreement) with respect to any Award LTIP Unit shall be the date
as of which such Award LTIP Unit is earned pursuant to Sections 3(b), (c) and (d), and as of such date, the Advisor will
be entitled, for each Award LTIP Unit earned, to a priority distribution from the Partnership in cash equal to the difference of
(i) the quotient of (A) the per unit amount of all distributions paid with respect to each OP Unit on or after the Effective Date
and before the date on which such Award LTIP Unit is earned (other than those with respect to which an adjustment was made pursuant
to Section 8 hereof) divided by (B) the Conversion Factor minus (ii) any amounts previously distributed by the Partnership
with respect to such Award LTIP Unit.


 


c.All distributions
paid with respect to Award LTIP Units shall be fully vested and non-forfeitable when paid, whether or not the underlying LTIP Units
have been earned based on performance or have become vested based on the passage of time as provided in Section 3 or Section
4 hereof.


 


7.Restrictions
on Transfer. Except as otherwise permitted by the Committee in its sole discretion, none of the Award LTIP Units granted hereunder
nor any of the OP Units of the Partnership into which such Award LTIP Units may be converted (the “Award OP Units”)
shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether
voluntarily or by operation of law (each such action a “Transfer”). The transferee in any Transfers of
Award LTIP Units or Award OP Units permitted by the Committee must agree in writing with the Company and the Partnership to be
bound by all the terms and conditions of this Agreement and that subsequent transfers shall be prohibited except those in accordance
with this Section 7. Additionally, all Transfers of Award LTIP Units or Award OP Units must be in compliance with all applicable
securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership
Agreement. In connection with any Transfer of Award LTIP Units or Award OP Units, the Partnership may require the Advisor to provide
an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities
laws (including, without limitation, the Securities Act). Any attempted Transfer of Award LTIP Units or Award OP Units not in accordance
with the terms and conditions of this Section 7 shall be null and void, and the Partnership shall not reflect on its records
any change in record ownership of any Award LTIP Units or Award OP Units as a result of any such Transfer, shall otherwise refuse
to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award OP Units.
Except as provided in this Section 7, this Agreement is personal to the Advisor, is non-assignable and is not transferable
in any manner, by operation of law or otherwise.


 


8.Changes in Capital
Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization,
exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto,
(ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases
of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders
of share of Common Stock or OP Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary
corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable
or proportionate adjustment in the terms of this Agreement or the Award LTIP Units to avoid distortion in the value of this Award,
the Committee shall make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the
Advisor’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms
of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined
term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards.
All adjustments made by the Committee shall be final, binding and conclusive.


 






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9.Miscellaneous.


 


a.Amendments.
This Agreement may be amended or modified only with the consent of the Company and the Partnership acting through the Committee;
provided that any such amendment or modification that adversely affects the rights of the Advisor hereunder must be consented
to by the Advisor to be effective as against it. Notwithstanding the foregoing, this Agreement may be amended in writing signed
only by the Company and the Partnership to correct any errors or ambiguities in this Agreement and/or to make such changes that
do not adversely affect the Advisor’s rights hereunder.


 


b.Legend.
The records of the Partnership evidencing the Award LTIP Units shall bear an appropriate legend, as determined by the Partnership
in its sole discretion, to the effect that such Award LTIP Units are subject to restrictions as set forth herein and in the Partnership
Agreement.


 


c.Compliance
With Law. The Partnership and the Advisor will make reasonable efforts to comply with all applicable securities laws. In addition,
notwithstanding any provision of this Agreement to the contrary, no Award LTIP Units will become vested or be paid at a time that
such vesting or payment would result in a violation of any such law.


 


d.Advisor Representations;
Registration.


 


(i)The Advisor hereby
represents and warrants that (A) it understands that it is responsible for consulting its own tax advisor with respect to the application
of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Advisor is
or by reason of this Award may become subject, to its particular situation; (B) the Advisor has not received or relied upon business
or tax advice from the Company, the Partnership or any of their respective Affiliates (as defined in the Partnership Agreement),
employees, agents, consultants or advisors, in their capacity as such; (C) the Advisor provides services to the Partnership on
a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business
and operations of the Partnership, as the Advisor believes to be necessary and appropriate to make an informed decision to accept
this Award; (D) Award LTIP Units are subject to substantial risks; (E) the Advisor has been furnished with, and has reviewed and
understands, information relating to this Award; (F) the Advisor has been afforded the opportunity to obtain such additional information
as it deemed necessary before accepting this Award; and (G) the Advisor has had an opportunity to ask questions of representatives
of the Partnership and the Company, or persons acting on their behalf, concerning this Award.


 






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(ii)The Advisor hereby
acknowledges that: (A) there is no public market for Award LTIP Units or Award OP Units and neither the Partnership nor the Company
has any obligation or intention to create such a market; (B) sales of Award LTIP Units and Award OP Units are subject to restrictions
under the Securities Act and applicable state securities laws; and (C) because of the restrictions on transfer or assignment of
Award LTIP Units and Award OP Units set forth in the Partnership Agreement and in this Agreement, the Advisor may have to bear
the economic risk of its ownership of the Award LTIP Units covered by this Award for an indefinite period of time.


 


e.Section 83(b)
Election. In connection with each separate issuance of LTIP Units under this Award pursuant to Section 3 hereof, the
Advisor may elect to include in gross income in the year of transfer the applicable Award LTIP Units pursuant to Section 83 (b) of
the Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with
the regulations promulgated thereunder. The Advisor agrees to file such election (or to permit the Partnership to file such election
on the Advisor’s behalf) within thirty (30) days after the Grant Date with the IRS Service Center where the Advisor files
its personal income tax returns, provide a copy of such election to the Partnership and the Company, and to file a copy of such
election with the Advisor’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the
Advisor. So long as the Advisor holds any Award LTIP Units, the Advisor shall disclose to the Partnership in writing such information
as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain
and to establish compliance with provisions of the Code applicable to the Partnership or to comply with requirements of any other
appropriate taxing authority.


 


f.Severability.
If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this
Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force
and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of
such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall
to the full extent consistent with law continue in full force and effect.


 


g.Governing
Law. This Agreement is made under, and will be construed in accordance with, the laws of State of Delaware, without giving
effect to the principles of conflict of laws of such state.


 


h.No Obligation
to Continue Service as a Consultant or Advisor. Neither the Company nor any affiliate is obligated by or as a result of this
Agreement to continue to have the Advisor as a consultant, advisor or other service provider and this Agreement shall not interfere
in any way with the right of the Company or any affiliate to terminate the Advisor’s service relationship at any time.


 


i.Notices.
Any notice to be given to the Company shall be addressed to the Secretary of the Company at 405 Park Avenue, 14 Floor, New York,
New York, 10022, and any notice to be given the Advisor shall be addressed to the Advisor at the Advisor’s address as it
appears on the records of the Company, or at such other address as the Company or the Advisor may hereafter designate in writing
to the other.


 






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j.Withholding
and Taxes. The Advisor shall be solely responsible for all federal, state, local, foreign, or other taxes or any taxes under
the Federal Insurance Contributions Act with respect to this Award. Notwithstanding the foregoing, if at any time the Company or
Partnership are required to withhold any such taxes, the Advisor shall make arrangements satisfactory to the Committee regarding
the payment of any United States federal, state, local, foreign, or other taxes required by law to be withheld with respect to
such amount; provided, however, that if any Award LTIP Units or Award OP Units are withheld (or returned), the number
of Award LTIP Units or Award OP Units so withheld (or returned) shall be limited to the number which have a fair market value on
the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.
The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its
affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the
Advisor.


 


k.Headings.
The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.


 


l.Counterparts.
This Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same
document. All counterparts shall be construed together and constitute the same instrument.


 


m.Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the
Company and the Partnership, on the one hand, and any successors to the Advisor, on the other hand, by will or the laws of descent
and distribution, but this Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Advisor.


 


n.Section 409A.
This Agreement shall be construed, administered and interpreted in accordance with a good faith interpretation of Section 409A
of the Code. Any provision of this Agreement that is inconsistent with Section 409A of the Code, or that may result in penalties
under Section 409A of the Code, shall be amended, with the reasonable cooperation of the Advisor and the Company and the Partnership,
to the extent necessary to exempt it from, or bring it into compliance with, Section 409A of the Code.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed as of date first written above.


 





	 	GLOBAL NET LEASE, INC.
	 	 
	 	 
	 	By: /s/ Scott J. Bowman
	 	      Name: Scott J. Bowman
	 	      Title: Chief Executive Officer
	 	 
	 	 
	 	GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.
	 	 
	 	By: Global Net Lease, Inc., its general partner
	 	 
	 	 
	 	By:/s/ Scott J. Bowman
	 	      Name: Scott J. Bowman
	 	      Title: Chief Executive Officer
	 	 
	 	 
	 	GLOBAL NET LEASE ADVISORS, LLC
	 	 
	 	By: GLOBAL NET LEASE SPECIAL
	 	       LIMITED PARTNER, LLC, its member
	 	 
	 	By: AR CAPITAL GLOBAL HOLDINGS, LLC, its member
	 	 
	 	By: AR CAPITAL, LLC, its member
	 	 
	 	By: /s/ William M. Kahane
	      	      Name: William M. Kahane
	      	      Title: Manager







 


 


 


 


 


 


 





[Signature Page to Outerperformance Award
Agreement]


 




     


     


    

 


EXHIBIT A



DEFINITIONS


 


“Additional
Shares” means (without double-counting), as of a particular date of determination, the sum of (A) the number of shares
of Common Stock plus (B) the REIT Shares Amount for all Partnership Units (assuming that such Partnership Units were converted,
exercised, exchanged or redeemed for OP Units as of such date of determination at the applicable conversion, exercise, exchange
or redemption rate (or rate deemed applicable by the Committee if there is no such stated rate) and such OP Units were then tendered
to the Partnership for redemption pursuant to the Partnership Agreement as of such date) other than those Partnership Units held
by the Company, in the case of each (A) and (B), to the extent issued after the Effective Date and on or before such date of determination
in a capital raising transaction, in exchange for assets or securities, or upon the acquisition of another entity; provided,
that for the avoidance of doubt, this definition of “Additional Shares” shall exclude: (i) shares of Common Stock issued
after the Effective Date upon exercise of stock options or upon the exchange (directly or indirectly) of LTIP Units or other Partnership
Units issued to employees, non-employee directors, consultants, advisors or other persons or entities as incentive or other compensation,
(ii) shares of Common Stock awarded after the Effective Date to employees or other persons or entities in exchange for services
provided or to be provided to the Company or any of its affiliates, and (iii) all Initial Shares.


 


“Adjusted
Market Cap” means (A) the Company’s Initial Market Cap less an amount equal to the total number of Buyback
Shares bought back during the measurement period multiplied by $9.50 with respect to the calculation of (i) the Annual Amount on
the First Valuation Date, (ii) the Interim Amount, (iii) the Final Absolute TRS Amount and (iv) the Final Relative TRS Amount,
and (B) the Total Shares as of the prior Valuation Date less any Buyback Shares bought back during the measurement period multiplied
by the spot closing stock price on the prior Valuation Date, with respect to the calculation of the Annual Amount on the Second
Valuation Date and the Final Valuation Date.


 


“Annual Absolute
TRS” means, as of each Valuation Date, a dollar amount equal to four percent (4%) of the dollar amount by which,
if any, the amount of the Company’s Total Return, determined as of such date, exceeds the Threshold Amount, determined as
of such date.


 


“Annual Amount”
means, as of a Valuation Date, an amount equal to up to one and one quarter percent (1.25%) of the Company’s Initial
Market Cap based on the level of achievement of Annual Absolute TRS and Annual Relative TRS as of such Valuation Date for the period
commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to
the Second Valuation Date and the Final Valuation Date.


 






    	 	Exhibit A - 1	 



     


    

 


“Annual Relative
TRS” means, as of each Valuation Date, a dollar amount equal to four percent (4%) of any amount by which the Company’s
Total Return for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation
Date with respect to the Second Valuation Date and the Final Valuation Date, exceeds the Relative Threshold Amount as of such date;
provided, that the amount so earned will be subject to reduction in accordance with a ratable sliding scale factor so that
(A) if the Company’s TRS Percentage for the applicable period is six percent (6%) or more, there will be no reduction to
Annual Relative TRS for such period; (B) Annual Relative TRS for such period shall be reduced by fifty percent (50%) if such TRS
Percentage for the applicable period is zero percent (0%); (C) Annual Relative TRS for such period shall be reduced based on a
linear interpolation between the foregoing reduction factors if the Company’s TRS Percentage for the applicable period is
between zero percent (0%) and six percent (6%) (e.g., if the Company achieved a TRS Percentage of three percent (3%), the
value of any award would be reduced by a factor of twenty-five percent (25%)); and (D) Annual Relative TRS for such period shall
be reduced by one hundred percent (100%) if the TRS Percentage for the applicable period is below zero percent (0%).


 


“Award OP
Units” has the meaning set forth in Section 7 hereof.


 


“Award LTIP
Units” has the meaning set forth in Section 3(a) hereof.


 


“Beneficial
Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.


 


“Buyback
Shares” means (without double-counting), as of a particular date of determination, (A) shares of Common Stock or
(B) the REIT Shares Amount for Partnership Units (assuming that such Partnership Units were converted, exercised, exchanged or
redeemed for OP Units as of such date of determination at the applicable conversion, exercise, exchange or redemption rate (or
rate deemed applicable by the Committee if there is no such stated rate) and such OP Units were then tendered to the Partnership
for redemption pursuant to the Partnership Agreement as of such date), other than those Partnership Units held by the Company,
in the case of each (A) and (B), to the extent repurchased by the Company after the Effective Date and on or before such date of
determination in a stock buyback transaction or in a redemption of Partnership Units for cash pursuant to the Partnership Agreement;
provided, that for the avoidance of doubt, this definition of “Buyback Shares” shall exclude: (i) shares of
Common Stock issued after the Effective Date upon exercise of stock options or upon the exchange (directly or indirectly) of LTIP
Units or other Partnership Units issued to employees, non-employee directors, consultants, advisors or other persons or entities
as incentive or other compensation, and (ii) shares of Common Stock awarded after the Effective Date to employees or other persons
or entities in exchange for services provided or to be provided to the Company or any of its affiliates.


 


“Change of
Control” means and includes any of the following events:


 


(i)any Person is
or becomes Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of
the combined voting power of the then outstanding securities of the Company, excluding (A) any Person who becomes such a Beneficial
Owner in connection with a transaction described in clause (x) of subsection (ii) below and (B) any Person who becomes such a Beneficial
Owner through the issuance of such securities with respect to purchases made directly from the Company; or


 






    	 	Exhibit A - 2	 



     


    

 


(ii)the consummation
of a merger or consolidation of the Company with any other Person or the issuance of voting securities of the Company in connection
with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock
exchange requirements, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) seventy percent (70%) or more of the combined voting power
of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation,
or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more
of the combined voting power of the then outstanding securities of the Company; or


 


(iii)the consummation
of a sale or disposition by the Company of all or substantially all of the assets of the Company; or


 


(iv)persons who,
as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason, including,
without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority
of the Board; provided that any person becoming a director of the Company subsequent to such date shall be considered an
Incumbent Director if such person’s election was approved by or such person was nominated for election a vote of at least
a majority of the Incumbent Directors.


 


Notwithstanding the foregoing, with respect
to any payment that is triggered upon a Change in Control, a transaction shall not be deemed to be a Change in Control unless such
transaction constitutes a “change in control event” within the meaning of Section 409A of the Code.


 


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


 


“Common Stock”
means the Company’s common stock, par value $0.01 per share, either currently existing or authorized hereafter.


 


“Common Stock
Price” means, as of the Effective Date, $9.50 and, as of any other date, the average of the Fair Market Value of
one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date
is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such
date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to
the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the
Transactional Change of Control for one share of Common Stock.


 


“Continuous
Service” means the Advisor’s continuous service as manager of the Company without interruption or termination.


 


“Conversion
Factor” has the meaning set forth in the Partnership Agreement.


 


“Effective
Date” means June 2, 2015.


 






    	 	Exhibit A - 3	 



     


    

 


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


 


“Fair Market
Value” means, as of any given date, the fair market value of a security determined by the Committee using any reasonable
method and in good faith (such determination will be made in a manner that satisfies Section 409A of the Code and in good-faith
as required by Section 422(c)(1) of the Code); provided that (A) if such security is admitted to trading on a national securities
exchange, the fair market value of such security on any date shall be the closing sale price reported for such security on the
principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading
on such date on which a sale was reported; and (B) if such security is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System (“NASDAQ”) or a successor quotation system, the fair market value of such
security on any such date shall be the average of the highest bid and lowest asked prices for such security on the system on such
date on which both the bid and asked prices were reported.


 


“Final Absolute
TRS Amount” means, as of the Final Valuation Date, a dollar amount equal to four percent (4%) of the dollar amount
by which, if any, the amount of the Company’s Total Return, determined as of such date, exceeds the Threshold Amount, determined
as of such date.


 


“Final Relative
TRS Amount” means, as of the Final Valuation Date, a dollar amount equal to four percent (4%) of any amount by which
the Company’s Total Return for the period commencing on the Effective Date through the Final Valuation Date exceeds the Relative
Threshold Amount as of such date; provided, that the amount so earned will be subject to reduction in accordance with a
ratable sliding scale factor so that (A) if the Company’s TRS Percentage for the period commencing on the Effective Date
through the Final Valuation Date is eighteen percent (18%) or more, there will be no reduction to the Final Relative TRS Amount;
(B) the Final Relative TRS Amount shall be reduced by fifty percent (50%) if such TRS Percentage is zero percent (0%); (C) the
Final Relative TRS Amount shall be reduced based on a linear interpolation between the foregoing reduction factors if the Company’s
TRS Percentage is between zero percent (0%) and eighteen percent (18%) (e.g., if the Company achieved a TRS Percentage of
nine percent (9%), the value of any award would be reduced by a factor of twenty-five percent (25%)); and (D) the Final Relative
TRS Amount shall be reduced by one hundred percent (100%) if such TRS Percentage is below zero percent (0%).


 


“Final Valuation
Date” means June 2, 2018.


 


“First Valuation
Date” means June 2, 2016.


 


“Initial
Market Cap” means (A) $9.50 multiplied by (B) the number of Initial Shares outstanding on the Effective Date.


 






    	 	Exhibit A - 4	 



     


    

 


“Initial
Shares” means the sum of: (A) all shares of Common Stock outstanding as of the applicable date (including any vested
and nonvested restricted shares of Common Stock issued under any other incentive plan maintained by the Company prior to the applicable
date), plus (B) any shares of Common Stock representing the REIT Shares Amount for all Partnership Units outstanding as
of the applicable date (assuming such Partnership Units were converted, exercised, exchange or redeemed for OP Units as of the
applicable date at the applicable conversion, exercise, exchange or redemption rate (or rate deemed applicable by the Committee
if there is no such stated rate) and such OP Units were then tendered to the Partnership for redemption pursuant to the Partnership
Agreement as of such date) other than Partnership Units held by the Company; provided, that for the avoidance of doubt, this definition
of “Initial Shares” shall exclude shares of Common Stock issuable upon exercise of stock options or upon the exchange
(directly or indirectly) of LTIP Units or other Partnership Units issued to employees, non-employee directors, consultants, advisors
or other persons or entities as incentive or other compensation.


 


“Interim
Amount” means, as of the Second Valuation Date, an amount equal to (A) up to three percent (3%) of the Company’s
Initial Market Cap, less (B) any amount of the Annual Amount achieved through the Second Valuation Date (such that the maximum
level of achievement through the Second Valuation Date shall not exceed three percent (3%) of the Company’s Initial Market
Cap), based on the level of achievement of: (x) a dollar amount equal to four percent (4%) of the dollar amount by which, if any,
the amount of the Company’s Total Return, determined as of such date, exceeds the Threshold Amount, determined as of such
date (“Interim Absolute TRS”), and (y) as of the Second Valuation Date, a dollar amount equal to four
percent (4%) of any amount by which the Company’s Total Return for the period commencing on the Effective Date, exceeds the
Relative Threshold Amount as of such date (“Interim Relative TRS”); provided, that the amount
so earned will be subject to reduction in accordance with a ratable sliding scale factor so that (A) if the Company’s TRS
Percentage for the applicable period is twelve percent (12%) or more, there will be no reduction to Interim Relative TRS for such
period; (B) Interim Relative TRS for such period shall be reduced by fifty percent (50%) if such TRS Percentage for the applicable
period is zero percent (0%); (C) Interim Relative TRS for such period shall be reduced based on a linear interpolation between
the foregoing reduction factors if the Company’s TRS Percentage for the applicable period is between zero percent (0%) and
twelve percent (12%) (e.g., if the Company achieved a TRS Percentage of six percent (6%), the value of any award would be
reduced by a factor of twenty-five percent (25%)); and (D) Interim Relative TRS for such period shall be reduced by one hundred
percent (100%) if the TRS Percentage for the applicable period is below zero percent (0%). For the avoidance of doubt, any Interim
Amount will be determined based on the formula in the preceding sentence which provides for a reduction for any Annual Amounts
determined at the First and Second Valuation Dates, but not less than zero.


 


“LTIP Units”
means LTIP Units, as such term is defined in the Partnership Agreement.


 


“Maximum
Total Outperformance Amount” means five percent (5%) of the Company’s Initial Market Cap.


 


“OP Units”
has the meaning set forth in the Partnership Agreement.


 


“Partnership
Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of
June 2, 2015, among the Company, as general partner, the Advisor, as a limited partner, and any limited partners that are admitted
from time to time to the Partnership and listed on Schedule A thereto, as amended, restated or supplemented from time to time.


 






    	 	Exhibit A - 5	 



     


    

 


“Partnership
Units” has the meaning set forth in the Partnership Agreement.


 


“Peer Group”
means Chambers Street Properties, Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W. P. Carey Inc.


 


“Peer Group
Return Percentage” means, the median percentage return to stockholders of the Peer Group (A) for the period commencing
on the Effective Date and ending on the First Valuation Date with respect to the calculation of Annual Relative TRS for the First
Valuation Date, (B) for the period commencing on the day after the prior Valuation Date and ending on the next Valuation Date with
respect to calculation of Annual Relative TRS for the Second Valuation Date and the Final Valuation Date and (C) for the period
commencing on the Effective Date and ending on the Second Valuation Date and the Final Valuation Date with respect to calculating
Interim Relative TRS and Final Relative TRS, respectively; in each case as calculated by an independent consultant engaged by the
Committee and as approved by the Committee in its reasonable discretion.


 


“Person”
means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization,
other entity or “group” (as defined in the Exchange Act).


 


“REIT Shares
Amount” has the meaning set forth in the Partnership Agreement.


 


“Relative
Threshold Amount” means an amount calculated in the same manner as the Threshold Amount provided that instead of
the TRS Percentage the Peer Group Return Percentage shall be utilized in calculating the Threshold Amount.


 


“Second Valuation
Date” means June 2, 2017.


 


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


 


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has more than a fifty percent (50%) interest,
either directly or indirectly.


 


“Threshold
Amount” means for each measurement period an amount equal to the sum of: (A) the Adjusted Market Cap; plus (B) an
amount equal to (i) seven percent (7%) multiplied by the Adjusted Market Cap for each annual measurement period, (ii) fourteen
percent (14%) multiplied by the Adjusted Market Cap for purposes of calculating Interim Absolute TRS and (iii) twenty-one percent
(21%) multiplied by the Adjusted Market Cap for purposes of calculating the Final Absolute TRS Amount; plus (C) the value of any
Additional Shares issued since the start of the measurement period (based on the spot closing prices on the issuance dates of
the Additional Shares)1; plus (D) an amount equal to
the proportional required return (based on a non-compounded daily rate of .0001918) from the issuance dates of the Additional
Shares to the end of the measurement period on the values of the Additional Shares from (C) above; plus (E) the number of Buyback
Shares bought back since the start of the measurement period multiplied by the spot closing price2
at the start of the measurement period (or $9.50 for measurement periods beginning on the Effective Date); plus (F)
an amount equal to the proportional required return (based on a non-compounded daily rate of .0001918) from the start of the measurement
period to the buyback dates of the Buyback Shares on the values of the Buyback Shares from (E) above. 


 





 






1
Note to Draft: AE notes that other prices could also be used for the Additional Shares.


2
Note to Draft: AE notes that other prices could also be used for the Additional Shares.







 






    	 	Exhibit A - 6	 



     


    

 


“Total Outperformance
Amount” means, as of the Final Valuation Date, a dollar amount equal to the algebraic sum of: (A) the Final Absolute
TRS Amount, (B) the Final Relative TRS Amount, (C) the Annual Amounts determined as of each Valuation Date and (D) the Interim
Amount; provided that (i) if the resulting amount is a negative number, the Total Outperformance Amount shall be zero, and
(ii) in no event shall the Total Outperformance Amount exceed the Maximum Total Outperformance Amount. For the avoidance of doubt,
the Total Outperformance Amount is based on (i) the Annual Amounts granted at the First, Second and Final Valuation Dates, plus
(ii) the Interim Amount less any Annual Amounts granted at the First and Second Valuation Dates, plus (iii) the sum of the Final
Absolute TRS Amount plus the Final Relative TRS Amount, less any Annual Amounts granted at the First, Second and Third Valuation
Dates and any Interim Amount granted at the Second Valuation Date, but not less than zero and not greater than the Maximum Total
Outperformance Amount.


 


“Total Return”
means (without double-counting), as of a particular date of determination, a dollar amount equal to the sum of: (A) the Total Shares
as of such date of determination multiplied by the Common Stock Price as of such date, plus (B) an amount equal to the sum
of the total dividends and other distributions declared between the beginning of the applicable measuring period and such date
of determination so long as the “ex-dividend” date with respect thereto falls prior to such date of determination (excluding
dividends and distributions paid in the form of additional shares of Common Stock or Partnership Units), in respect of the Total
Shares as of such date of determination (it being understood, for the avoidance of doubt, that such total dividends and distributions
shall be calculated by reference to actual securities outstanding as of each record date with respect to each applicable dividend
or distribution payment date, and not by multiplying the aggregate amount of distributions paid on one OP Unit that was outstanding
as of the Effective Date between the Effective Date and such date of determination by the number of Total Shares as of the date
of determination), plus (C) the value of any Buyback Shares redeemed from the start of the measurement period to the date
of determination (based on the spot closing prices on the buyback dates of the Buyback Shares).3


 


“Total Shares”
means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus
(B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date
of determination.


 


“Total OPP
Unit Equivalent” means the aggregate of (i) the sum of Annual OPP Unit Equivalents and the Interim OPP Unit Equivalent
(the “Earned Annual and Interim OPP Unit Equivalents”) and (ii) the excess (if any) of the Final OPP
Unit Equivalent over the Earned Annual and Interim OPP Unit Equivalents.


 





 






3
Note to Draft: AE notes that other prices could also be used for the Buyback Shares.



 






    	 	Exhibit A - 7	 



     


    

 


“Transactional
Change of Control” means (A) a Change of Control described in clause (i) of the definition thereof where the Person
makes a tender offer for Common Stock, (B) a Change of Control described in clause (ii) of the definition thereof where the Company
is not the surviving entity, or (C) a Change of Control described in clause (iii) of the definition thereof.


 


“Transfer”
has the meaning set forth in Section 7 hereof.


 


“TRS Percentage”
means, with respect to the Company, the cumulative total percentage return per share achieved by one share of the Company’s
Common Stock for each applicable measurement period, assuming contemporaneous reinvestment in Common Stock of all dividends and
other distributions, as calculated by an independent consultant engaged by the Committee, which calculation shall be approved by
the Committee in its reasonable discretion.


 


“Valuation
Date” means the First Valuation Date, the Second Valuation Date and the Final Valuation Date, as applicable.


  




    	 	Exhibit A - 8	 



     


    

 


EXHIBIT B



ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF TRANSFER OF

 PROPERTY PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE


 


The undersigned hereby
makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated thereunder:


 


		1.	The name, address and taxpayer identification number of the undersigned are:



 


Name: Global Net Lease Advisors,
LLC (the “Taxpayer”)


 


Address:




 


 


Social Security No./Taxpayer
Identification No.: ___-___-___


 


		2.	Description of property with respect to which the election is being made: _____ LTIP Units in Global
Net Lease Operating Partnership, L.P. (the “Partnership”).



 


		3.	The date on which the LTIP Units were transferred is [•], 2015. The taxable year to which
this election relates is calendar year 2015.



 


		4.	Nature of restrictions to which the LTIP Units are subject:



 


		(a)	With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner
any portion of the LTIP Units without the consent of the Partnership.



 


		(b)	The Taxpayer’s LTIP Units vest in accordance with the vesting provisions described in the
Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule
attached hereto.



 


		5.	The fair market value at time of transfer (determined without regard to any restrictions other
than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was
$[•] per LTIP Unit.



 


		6.	The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.



 


		7.	A copy of this statement has been furnished to the Partnership and Global Net Lease, Inc.



 





	Dated:  	 	 Name:  	 







 




    	 	Exhibit B - 1	 



     


    

 


SCHEDULE TO EXHIBIT
B


 


Vesting Provisions
of LTIP Units


 


The LTIP Units are
subject to time-based and performance-based vesting with the final vesting percentage equaling the product of the time-based vesting
percentage and the performance-based vesting percentage. Performance-based vesting will be from 0% to 100% based (i) 50% on Global
Net Lease, Inc.’s (the “Company’s”) per-share total return to shareholders and (ii) 50% on total
return against the total percentage return to stock holders of a specified peer group, in each case for the period from [•],
2016 to [•], 2018 (or earlier in certain circumstances). Under the time-based vesting hurdles, one-third (1/3) of the LTIP
Units will vest on June 2, 2018, one-third (1/3) of the LTIP Units will vest on June 2, 2019, and the remaining one-third (1/3)
of the LTIP Units will vest on June 2, 2020, provided that the Taxpayer continues its service relationship with the Company
and the Partnership through such dates, subject to acceleration in the event of certain extraordinary transactions or termination
of the Taxpayer’s service relationship with the Company under specified circumstances. Unvested LTIP Units are subject to
forfeiture in the event of failure to vest based on the determination of the performance-based percentage or the passage of time.


 






    	 	Exhibit B - 2