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As filed with the U.S. Securities and Exchange Commission on June 4, 2021December 15, 2023
Registration No. 333-    333-275868
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. D.C. 20549
Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6798
(Primary Standard Industrial
Classification Code Number)
33-0580106
(I.R.S. Employer
Identification No.)
11995 El Camino Real
San Diego, California 92130
(858) 284-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michelle Bushore
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
Realty Income Corporation
11995 El Camino Real, San Diego, California 92130
(858) 284-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William J. Cernius, Esq.
Charles K. Ruck, Esq.
Darren J. Guttenberg, Esq.
Abigail C. Smith, Esq.
Latham & Watkins LLP
650 Town Center Drive
20th Floor
Costa Mesa, California 92626
(714) 540-1235
Lauren GoldbergRochelle Thomas
Executive Vice President, General
General Counsel and Secretary
VEREIT,Spirit Realty Capital, Inc.
2325 East Camelback Road, 9th Floor2727 North Harwood Street, Suite 300
Phoenix, Arizona 85016Dallas, Texas 75201
(800) 606-3610(972) 476-1900
Adam O. Emmerich, Esq.
Karessa L. Cain, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to Be Registered
AmountEmerging growth company
to Be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, par value $0.01 per share163,243,030(1)N/A$10,984,171,910.25(2)$1,198,373.16(3)
(1)
The number of shares of common stock, par value $0.01 per share, of Realty Income Corporation (“Realty Income” and such shares,If an emerging growth company, indicate by check mark if the “Realty Income common stock”) being registered is based upon an estimate of (x)registrant has elected not to use the maximum number of each share of common stock, par value $0.01 per share, of VEREIT, Inc. (“VEREIT” and such shares, the “VEREIT common stock”) outstanding as of June 4, 2021extended transition period for complying with any new or issuable or expected to be exchanged in connection with the merger transactions between Realty Income, VEREIT, and their respective affiliates, collectively equal to 231,550,396, multiplied by (y) the exchange ratio of 0.705 shares of Realty Income common stock for each share of VEREIT common stock.
(2)
Calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for shares of VEREIT common stock as reported on the New York Stock Exchange on May 28, 2021 ($47.4375 per share), multiplied by the estimated maximum number of shares (231,550,396) that may be exchanged or converted for the securities being registered.
(3)
The registration fee for the securities registered hereby has been calculatedrevised financial accounting standards provided pursuant to Section 6(b)7(a)(2)(B) of the Securities Act.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act of 1933.Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities offered by this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY — SUBJECT TO COMPLETION — DATED JUNE 4, 2021Dated December 15, 2023
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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
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Dear Fellow Stockholders of Spirit Realty Capital, Inc.:
The boardsboard of directors of Spirit Realty Income Corporation, a Maryland corporation (which we refer to as “Realty Income”), and VEREIT,Capital, Inc., a Maryland corporation (which we refer to as “VEREIT”(“Spirit”), have eachhas unanimously approved an Agreement and Plan of Merger, dated as of AprilOctober 29, 2021 (which we refer to, as2023 (as amended from time to time, as the “Merger Agreement”), by and among VEREIT, VEREIT Operating Partnership, L.P., a Delaware limited partnership (which we refer to as “VEREIT OP”),Spirit, Realty Income RamsCorporation, a Maryland corporation (“Realty Income”), and Saints MD Subsidiary, I, Inc., a Maryland corporation and a direct wholly owned subsidiary of Realty Income (which we refer(“Merger Sub”). Pursuant to as “Merger Sub 1”),the terms and Rams Acquisition Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Realty Income (which we refer to as “Merger Sub 2”). Following the Mergers (defined below) and assuming the consummationconditions of the Spin-Off (defined below), Realty Income’s portfolio is expected to encompass approximately 10,300 primarily single-tenant, net lease commercial real estate properties located in all U.S. states, Puerto Rico and the U.K., with an estimated total portfolio annualized contractual rent of approximately $2.5 billion, based on a combined portfolio as of December 31, 2020.
The combination of Realty Income and VEREITMerger Agreement, Spirit will be accomplished through (i) a merger of Merger Sub 2 with and into VEREIT OP, with VEREIT OP continuing as the surviving entity (which we refer to as the “Partnership Merger”) and (ii) immediately thereafter, a merger of VEREITmerged with and into Merger Sub, 1, with Merger Sub 1 continuing as the surviving corporation (which we refer to as the(the “Merger” and, together with the Partnership Merger, the “Mergers”).
In connection with the Merger, (i) each VEREITshare of Spirit common stockholderstock, par value $0.05 per share (“Spirit common stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will have the right to receive 0.705be converted into 0.762 (the “Exchange Ratio”) newly issued shares of Realty Income common stock, par value $0.01 per share (which we refer to as “Realty(“Realty Income common stock”), subject to adjustment as provided for in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each share of VEREIT common stock,Spirit 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (which we refer to as “VEREIT common(“Spirit Series A preferred stock”), that they ownissued and outstanding immediately prior to the effective timeEffective Time will be converted into one newly issued share of 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Realty Income (“Realty Income Series A preferred stock”), with the Merger (which such ratio we refer to as the “Exchange Ratio” and such effective time of the Merger as the “Merger Effective Time”). terms thereof materially unchanged.
The Exchange Ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Merger. Realty IncomeSpirit common stock and VEREITRealty Income common stock are each traded on the New York Stock Exchange (which we refer to as the(the “NYSE”) under the ticker symbols “O”“SRC” and “VER,“O,respectively.respectively, and Spirit Series A preferred stock is traded on the NYSE under the ticker symbol “SRC-A” and under the alternate ticker symbol “SRC-PA.” Realty Income Series A preferred stock is expected to be listed on the NYSE at the closing of the Merger under the ticker symbol “OA”. Based on the closing price of Realty Income common stock on the NYSE of $68.60$49.00 on April 28, 2021,October 27, 2023, the last trading day before public announcement of the proposed transactions,Merger, the Exchange Ratio represented approximately $48.36$37.34 in Realty Income common stock for each share of VEREITSpirit common stock, which represented a premium of approximately 17%15.4% to the closing price per share of VEREITSpirit common stock as of April 28, 2021.on October 27, 2023. Based on the closing price of Realty Income common stock on the NYSE of $$57.82 on ,December 14, 2023, the latest practicable date before the date of this joint proxy statement/prospectus, the Exchange Ratio represented approximately $$44.06 in Realty Income common stock for each share of VEREITSpirit common stock.
The value of the consideration paid to holders of Spirit common stock will fluctuate with changes in the market price of Realty Income common stock. We urge you to obtain current market quotations of Realty Income common stock and VEREITSpirit common stock.
In addition, pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Partnership Merger becomes effective (the “Partnership Merger Effective Time”), (i) each outstanding common partnership unit of VEREIT OP owned by a partner of VEREIT OP (the “VEREIT OP common units”) other than VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, will be converted into the number of newly issued shares of Realty Income common stock equal to the Exchange Ratio, (ii) each outstanding VEREIT OP Series F Preferred Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than VEREIT OP Series F Preferred Units owned by VEREIT), subject to the terms and conditions of the Merger Agreement, will be converted into the right to receive $25.00 plus all accumulated and unpaid distributions to and including the day that is set forth in the Series F Preferred Stock Redemption Notice (defined below) and (iii) each VEREIT OP Series F Preferred Unit and common partnership unit of VEREIT OP owned by VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions of the Merger Agreement, will remain outstanding as partnership interests in the surviving entity.
Immediately prior to the Mergers, VEREIT will also issue a notice of redemption (the “Series F Preferred Stock Redemption Notice”) with respect to all of the outstanding shares of VEREIT’s 6.70% Series F Cumulative Redeemable Preferred Stock (the “VEREIT Series F Preferred Stock”) with a redemption date as set forth in the Series F Preferred Stock Redemption Notice, and Realty Income will cause funds to be deposited in escrow to pay the redemption price for each share of VEREIT Series F Preferred Stock at the liquidation preference of $25.00 plus all accrued and unpaid dividends up to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice.
Based upon the number of outstanding shares of Spirit common stock (including each share underlying restricted stock awards and excluding shares underlying performance share awards in respect of Spirit common stock (restricted stock awards and performance share awards collectively, the “Spirit Equity Awards”)) on the record date of           , 2021 for the Realty Income special meeting and                 , 2021 for the VEREIT special meeting,December 14, 2023, we anticipate that Realty Income will issue approximately 107,863,086 shares of Realty Income common stock and 6,900,000 shares of Realty Income Series A preferred stock in connection with the Mergers, and will reserve approximately                  shares of common stock for issuance in respect of VEREIT equity awards that Realty Income will assume in connection with the Mergers.Merger.
Upon completion of the Mergers,Merger, based on the shares of Realty Income common stock and VEREITSpirit common stock outstanding as of the record date of the Merger Agreement, we estimate that legacy Realty Income common stockholders will own approximately 70%87% of the common stock of Realty Income, and legacy VEREITSpirit common stockholders will own approximately 30%13% of the common stock of Realty Income.
Following the effective time of the Merger, Realty Income and VEREIT intend to contribute certain of their office properties (the “OfficeCo Properties”) toSpirit has scheduled a newly formed direct or indirect wholly owned subsidiary of Realty Income (“OfficeCo,” and such contributions, the “Separation”), and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders as a result of the Merger) on a pro rata basis (the “OfficeCo Distribution” and, together with the Separation, the “Spin-Off”). If the Spin-Off is consummated, VEREIT and Realty Income intend for OfficeCo to operate as a separate, publicly traded REIT. Pursuant to the terms and conditions

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of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the U.S. Securities and Exchange Commission (“SEC”) declaring effective the Form 10 registration statement related to the Spin-Off (the “Spin-Off Condition”). However, Realty Income may, in its sole discretion, waive the Spin-Off Condition at any time, and the Spin-Off Condition shall be deemed to be automatically waived on January 29, 2022. In addition, the parties may amend the scope and terms of the Spin-Off, and, subject to the terms and conditions of the Merger Agreement, elect to retain or sell some or all of the OfficeCo Properties, and Realty Income may elect not to continue to pursue to the Spin-Off at all. Accordingly, stockholders of Realty Income and VEREIT should not place undue reliance on the consummation of the Spin-Off or any other transactions related to the OfficeCo Properties as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus. Holders of voting stock of Realty Income and VEREIT do not need to take any action at the Realty Income or VEREIT special meeting relating to the Spin-Off.
In addition, OfficeCo intends to file a registration statement on Form 10 with the U.S. Securities and Exchange Commission registering shares of its common stock of OfficeCo contemplated by the Spin-Off. The Form 10 is not incorporated by reference into this joint proxy statement/prospectus.
Realty Income and VEREIT have each scheduled special meetings of their respective stockholders to be held on           , 2021 in connection with the Mergers and related transactions.Merger. The VEREITSpirit special meeting will be held virtually via live audio webcast at www.proxydocs.com/SRC, on January 19, 2024, at 9:00 a.m., on                  , 2021, at                  , EasternCentral Time.

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At the special meeting of Realty Income, Realty IncomeSpirit stockholders, will be asked to consider and vote on (i) a proposal to approve the issuance of Realty Income common stock in the Mergers pursuant to the Merger Agreement (which we refer to as the “Realty Income Issuance Proposal”), and (ii) a proposal to approve the adjournment of the Realty Income special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Realty Income Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposals (which we refer to as the “Realty Income Adjournment Proposal”).
At the special meeting of VEREIT stockholders, VEREITSpirit stockholders will be asked to consider and vote on (i) a proposal to approve the Merger and the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement (which we refer to as the “VEREIT Merger(the “Merger Proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, thecertain compensation that may be paid or become payable to theSpirit’s named executive officers of VEREIT in connection with the completion of the Merger (which we refer to as the “VEREIT Compensation(the “Compensation Proposal”) and (iii) a proposal to approve the adjournment of the VEREITSpirit special meeting, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve the VEREIT Merger Proposal (which we refer to as the “VEREIT Adjournment(the “Adjournment Proposal”).
Your vote is very important, regardless of the number of shares you own. The record datesdate for determining the stockholders entitled to receive notice of, and to vote at, the special meetings are           , 2021, with respect to the Realty IncomeSpirit special meeting and                 , 2021, with respect tois the VEREIT special meeting.close of business on December 19, 2023. The Merger cannot be completed without the approval of both Realty Income stockholders and VEREIT stockholders.the holders of Spirit common stock. We urge you to read this joint proxy statement/prospectus carefully. The obligations of Realty Income and VEREITSpirit to complete the Merger are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. More information about Realty Income, VEREIT,Spirit, the special meetings,meeting, the Merger Agreement and the transactions contemplated thereby, including the Mergers,Merger, is included in this joint proxy statement/prospectus. You should also consider carefully the risks that are described in theRisk Factorssection beginning on page 26.of this proxy statement/prospectus.
Whether or not you plan to attend the Realty Income special meeting or the VEREITSpirit special meeting, please submit your proxy as soon as possible to make sure that your shares of Realty Income common stock or VEREITSpirit common stock are represented at the applicablespecial meeting.
The Realty IncomeSpirit board of directors recommends that Realty Income stockholders voteFORthe Realty Income Issuance Proposal, which approval is necessary to complete the Merger, and “FOR” the Realty Income Adjournment Proposal.
The VEREIT board of directors recommends that VEREITSpirit stockholders voteFORthe VEREIT Merger Proposal, which approval is necessary to complete the Merger,FORthe VEREIT Compensation Proposal and “FOR” the VEREIT Adjournment Proposal.
On behalf of the Spirit board of directors, thank you for your consideration and continued support. We join our respective boards in their recommendation and look forward to the successful combination of Realty Income and VEREIT.Spirit.
Sincerely,
Sincerely,Sincerely,
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Sumit RoyRichard I. Gilchrist
President, Chief Executive Officer
Realty Income CorporationChairman of the Board
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Glenn J. RufranoJackson Hsieh
Chief Executive Officer
VEREIT, Inc. and President
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.offense.
This joint proxy statement/prospectus is dated           , 20212023 and is first being mailed to the stockholders of Realty Income and stockholders of VEREITSpirit on or about                  , 2021.2023.

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Spirit Realty Income CorporationCapital, Inc.
11995 El Camino Real,2727 North Harwood Street, Suite 300
San Diego, California 92130
(858) 284-5000Dallas, Texas 75201
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On , 2021January 19, 2024
Dear Fellow Stockholders of Spirit Realty Income Corporation:
We are pleased to invite you to attend a special meeting of stockholders of Realty Income Corporation, a Maryland corporation (which we refer to as “Realty Income”). The meeting will be held at                 , San Diego, California on            , 2021, at                 , Pacific Time (which we refer to as the “Realty Income special meeting”), to consider and vote upon the following matters:

a proposal to approve the issuance of Realty Income common stock, par value $0.01 per share (which we refer to as “Realty Income common stock”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of April 29, 2021 (which we refer to, as amended from time to time, as the “Merger Agreement”), by and among Realty Income, VEREIT, Inc. (which we refer to as “VEREIT”), VEREIT Operating Partnership, L.P. (which we refer to as “VEREIT OP”), Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (which we refer to as “Merger Sub 1”), and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of Realty Income (which we refer to as “Merger Sub 2”), pursuant to which, among other things, (i) Merger Sub 2 will merge with and into VEREIT OP (which we refer to as the “Partnership Merger”), with VEREIT OP continuing as the surviving            entity,            and (ii) immediately thereafter, VEREIT will merge with and into Merger Sub 1 (which we refer to as the “Merger” and, together with the Partnership Merger, the “Mergers”), with Merger Sub 1 continuing as the surviving corporation as a wholly owned subsidiary of Realty Income (which we refer to as the “Realty Income Issuance Proposal”); and

a proposal to approve the adjournment of the Realty Income special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Realty Income Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposals (which we refer to as the “Realty Income Adjournment Proposal”).
The approval by Realty Income stockholders of the Realty Income Issuance Proposal is a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement.
Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Realty Income special meeting.
Holders of record of shares of Realty Income common stock at the close of business on                 , 2021 are entitled to notice of, and to vote at, the Realty Income special meeting and any adjournments or postponements of the Realty Income special meeting.
The Realty Income Issuance Proposal requires the affirmative vote of the majority of the votes cast by Realty Income common stockholders at the Realty Income special meeting, assuming a quorum is present. The Realty Income Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Realty Income common stockholders at the Realty Income special meeting, assuming a quorum is present.
Your vote is important. Whether or not you expect to attend the Realty Income special meeting in person, we urge you to vote your shares as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Realty Income special meeting. If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder. In lieu of receiving a proxy card,


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participants in certain benefit plans of Realty Income have been furnished with voting instruction cards, which are described in greater detail in the accompanying joint proxy statement/prospectus.
By Order of the Board of Directors,
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Michelle Bushore
Executive Vice President, Chief Legal Officer, General Counsel & Secretary
           , 2021
San Diego, California


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VEREIT, Inc.
2325 E. Camelback Road, 9th Floor
Phoenix, Arizona 85016
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On           , 2021
Dear Stockholders of VEREIT,Capital, Inc.:
We are pleased to invite you to attend a special meeting of stockholders of VEREIT,Spirit Realty Capital, Inc. (“Spirit”), a Maryland corporation (which we refer to as “VEREIT”). Due to the ongoing coronavirus (COVID-19) pandemic and in order to protect the health and safety of VEREIT’s employees, stockholders and the greater community, the special meetingwhich will be held virtually on January 19, 2024, at 9:00 a.m., 2021, at                  , EasternCentral Time (which we refer to as the “VEREIT(the “Spirit special meeting”). To accessattend the VEREITSpirit special meeting, visityou must register prior to the start of the Spirit special meeting at www.proxydocs.com/SRC and enter the unique 16-digit control number included on your voting instruction form or proxy card. VEREIT stockholdersAfter completing your registration, you will be ablereceive further instructions via email, including a unique link that will allow you to access the Spirit special meeting and to vote electronicallyand submit questions during the VEREITSpirit special meeting. At the VEREITSpirit special meeting, you will be asked to consider and vote upon the following matters:

a proposal to approve the merger of VEREITSpirit with and into RamsSaints MD Subsidiary, I, Inc. (which we refer to as the “Merger Sub 1”(“Merger Sub”), with Merger Sub 1 continuing its existence as a wholly owned subsidiary of Realty Income Corporation (which we refer to as “Realty(“Realty Income”), on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of AprilOctober 29, 2021 (which we refer to, as2023 (as amended from time to time, as the “Merger Agreement”), by and among VEREIT, VEREIT Operating Partnership, L.P.,Spirit, Realty Income and Merger Sub, 1 and Rams Acquisition Sub II, LLC, and the transactions contemplated thereby, as more fully described in the enclosed proxy statement (which we refer to as the “VEREIT Mergerstatement/prospectus (the “Merger Proposal”);

a proposal to approve, by advisory (non-binding) vote, thecertain compensation that may be paid or become payable to theSpirit’s named executive officers of VEREIT in connection with the completion of the Merger (which we refer to as the “VEREIT Compensation(the “Compensation Proposal”); and

a proposal to approve the adjournment of the VEREITSpirit special meeting, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (which we refer to as the “VEREIT Adjournment(the “Adjournment Proposal”).
The approval by VEREIT stockholdersholders of Spirit common stock of the VEREIT Merger Proposal is a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement.Merger.
Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the VEREITSpirit special meeting.
Holders of record of VEREITSpirit common stock, par value $0.01$0.05 per share (which we refer to as “VEREIT(“Spirit common stock”), at the close of business on , 2021December 19, 2023, the record date, are entitled to notice of, and to vote on, all proposals at the VEREITSpirit special meeting and any adjournments or postponements of the VEREITSpirit special meeting. Holders of record of Spirit 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, on the record date are entitled to notice of, but may not vote at, the Spirit special meeting.
The VEREIT Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of VEREITSpirit common stock. The VEREIT Compensation Proposal requires the affirmative vote of the majority of the votes cast by holders of VEREITSpirit common stock at the Spirit special meeting, assuming a quorum is present. The VEREIT Adjournment Proposal requires the affirmative vote of the majority of the votes cast by holders of VEREITSpirit common stock at the VEREITSpirit special meeting, assuming a quorum is present.
Your vote is important. Whether or not you expect to attend the VEREIT special meeting, we urge you to vote your shares as promptly as possible by: (1) accessing the Internet at www.proxyvote.com; (2) calling (800) 690-6903 for those who hold shares in their own name or (800) 454-8683 for shares held in “street name”; or
 

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(3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the VEREIT special meeting. If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.WHETHER OR NOT YOU PLAN TO ATTEND THE SPIRIT SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.
By Order of the Board of Directors,
[MISSING IMAGE: sg_laurengoldberg-bw.jpg][MISSING IMAGE: sg_rochellethomas-bw.jpg]
Lauren GoldbergRochelle Thomas
Executive Vice President, General Counsel and Secretary
                  , 20212023
Phoenix, ArizonaDallas, Texas
 

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ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates by reference important business and financial information about Realty Income and VEREITSpirit from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
(858) 284-5000
Attn.: Investor Relations
VEREIT,Spirit Realty Capital, Inc.
2325 E. Camelback Road, 9th Floor2727 North Harwood Street, Suite 300
Phoenix, Arizona 85016Dallas, Texas 75201
(800) 606-3610(972) 476-1900
Attn.: Investor Relations
oror
[MISSING IMAGE: lg_georgesonric-4c.jpg]
[MISSING IMAGE: lg_okapipartners-4c.jpg]
Or
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll-Free: (866) 785-7395
Email: realtyincome@georgeson.com
Okapi Partners LLCD.F. King & Co., Inc.
1212 Avenue of the Americas, 24th Floor48 Wall Street, 22nd floor
New York, New York 10036NY 10005
Call Toll-Free: (855) 305-0856(866) 356-7814
Email: info@okapipartners.comSRC@dfking.com
Investors may also consult the websites of Realty Income or VEREITSpirit for more information concerning the MergersMerger and the other transactions described in this joint proxy statement/prospectus. The website of Realty Income is www.realtyincome.com and the website of VEREITSpirit is www.vereit.com.www.spiritrealty.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.
OfficeCo intends to file a registration statement on Form 10 with the U.S. Securities and Exchange Commission registering shares of common stock of OfficeCo in connection with the Spin-Off. The Form 10 is not incorporated by reference into this joint proxy statement/prospectus.
If you would like to request any documents, please do so by , 2021,January 12, 2024, in order to receive them before the Spirit special meetings.meeting.
For more information, see “Where You Can Find More Information.”
 

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ABOUT THIS DOCUMENT
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by Realty Income Corporation (File No. 333-                 ),333-275868), constitutes a prospectus of Realty Income under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the Realty Income common stock par value $0.01 per share (which we refer to as “Realtyand Realty Income common stock”),Series A preferred stock to be issued in connection with the Mergers.Merger. This document also constitutes a joint proxy statement of Realty Income and VEREITSpirit under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).Act. It also constitutes a notice of meeting with respect to the special meeting of Realty Income stockholders and a notice of meeting with respect to the special meeting of VEREITSpirit stockholders, at which Realty Income stockholders and VEREIT stockholders, respectively,holders of Spirit common stock will be asked to vote upon certain proposals to approve the Merger and/or other related matters.
You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated           , 2021.2023. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than the date on the front cover of those documents. Neither ourthe mailing of this joint proxy statement/prospectus to Realty Income stockholders or VEREITSpirit stockholders nor the issuance of Realty Income common stock or Realty Income Series A preferred stock in connection with the Merger will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. jurisdiction. Information contained in this joint proxy statement/prospectus regarding Realty Income has been provided by Realty Income and information contained in this joint proxy statement/prospectus regarding VEREITSpirit has been provided by VEREITSpirit.


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CERTAIN DEFINED TERMS
The following terms are used throughout this proxy statement/prospectus. Unless stated otherwise, the terms set forth below, whenever used in this proxy statement/prospectus, have the following meanings:
.
“Closing” means the closing of the Merger.

“Closing Date” means the date on which the Closing actually occurs.

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

“combined company” means Realty Income and its subsidiaries after the effective time of the Merger.

“Effective Time” means the date and time the Merger becomes effective.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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

“Exchange Ratio” means the right to receive 0.762 shares of Realty Income common stock for each share of Spirit common stock.

“GAAP” means generally accepted accounting principles as applied in the United States.

“J.P. Morgan” means J.P. Morgan Securities LLC, financial advisor to Spirit.

“Merger” means the merger of Spirit with and into Merger Sub, with Merger Sub continuing as the surviving entity.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income, Merger Sub and Spirit, as it may be amended from time to time, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference.

“Merger Sub” means Saints MD Subsidiary, Inc., a Maryland corporation and a direct wholly owned subsidiary of Realty Income.

“MGCL” means the Maryland General Corporation Law.

“Morgan Stanley” means Morgan Stanley & Co. LLC, financial advisor to Spirit.

“NYSE” means the New York Stock Exchange.

“Realty Income” means Realty Income Corporation, a Maryland corporation.

“Realty Income Articles” means the Articles of Incorporation of Realty Income, as amended, restated, supplemented or corrected from time to time.

“Realty Income board of directors” means the board of directors of Realty Income.

“Realty Income Bylaws” means the Amended and Restated Bylaws of Realty Income.

“Realty Income common stock” means the common stock of Realty Income, par value $0.01 per share.

“Realty Income Series A preferred stock” means the 6.000% Series A Cumulative Redeemable Preferred Stock of Realty Income, par value $0.01 per share to be issued in the Merger.

“record date” means the record date for the Spirit special meeting, which is the close of business on December 19, 2023.

“REIT” means a real estate investment trust for U.S. federal income tax purposes.

“SEC” means the U.S. Securities and Exchange Commission.

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

“Spirit” means Spirit Realty Capital, Inc., a Maryland corporation.


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“Spirit board of directors” means the board of directors of Spirit.

“Spirit common stock” means the common stock of Spirit, par value $0.05 per share.

“Spirit Equity Awards” means Spirit restricted stock awards and Spirit performance share awards, collectively.

“Spirit Equity Plan” means that certain Second Amended and Restated Spirit and Spirit Partnership 2012 Incentive Award Plan, as amended.

“Spirit performance share award” means an award of the right to receive Spirit common stock subject to performance-based vesting conditions granted under the Spirit Equity Plan.

“Spirit restricted stock award” means an award of Spirit common stock subject to vesting, repurchase or other lapse restriction granted under the Spirit Equity Plan.

“Spirit Series A preferred stock” means the 6.000% Series A Cumulative Redeemable Preferred Stock of Spirit, par value $0.01 per share.

“Spirit Partnership” means Spirit Realty, L.P., a Delaware limited partnership.

“Spirit Partnership Agreement” means Second Amended and Restated Agreement of Limited Partnership of Spirit Realty, L.P., dated as of October 3, 2017, as amended from time to time.

“Spirit Partnership Preferred Units” has the meaning assigned to the term “Preferred Units” in the Second Amended and Restated Agreement of Limited Partnership of Spirit Realty, L.P., dated as of October 3, 2017, as amended from time to time.

“Spirit Partnership Units” has the meaning assigned to the term “Partnership Unit” in the Second Amended and Restated Agreement of Limited Partnership of Spirit Realty, L.P., dated as of October 3, 2017, as amended from time to time.

“Spirit Stockholder Approval” means the affirmative vote of the holders of a majority of the outstanding Spirit common stock entitled to vote on the approval of the Merger.

“Wells Fargo” means Wells Fargo Securities, LLC, financial advisor to Realty Income.
 

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QUESTIONS AND ANSWERS
The following are answers to some questions that you, as a stockholder of Realty Income Corporation, a Maryland corporation (which we refer to as “Realty Income”), or a stockholder of VEREIT, Inc., a Maryland corporation (which we refer to as “VEREIT”),Spirit, may have regarding the proposed transactions between Realty Income, Spirit and VEREIT and their respective subsidiaries,Merger Sub, and the other matters being considered at the Spirit special meeting of Realty Income and at the special meeting of VEREIT. Realty Income and VEREIT urge youmeeting. You are encouraged to carefully read this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the MergersMerger and the other matters being considered at the Spirit special meetings.meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus.
Q:Q.
What areis the Mergers?Merger?
A:A.
Realty Income and VEREITSpirit have agreed to a series of transactions,transaction, pursuant to the terms of an agreement and plan of merger, dated as of April 29, 2021 (which we refer to, as amended from time to time, as the “Merger Agreement”), by and among Realty Income, VEREIT, VEREIT Operating Partnership, L.P. (which we refer to as “VEREIT OP”), Rams MD Subsidiary I, Inc., a wholly owned subsidiary of Realty Income (which we refer to as “Merger Sub 1”), and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of Realty Income (which we refer to as “Merger Sub 2”).Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.
Pursuant to the Merger Agreement, (i) Merger Sub 2 will merge with and into VEREIT OP (which we refer to as the “Partnership Merger”), with VEREIT OP continuing as the surviving entity, and (ii) immediately thereafter, VEREITSpirit will merge with and into Merger Sub, 1 (which we refer to as the “Merger” and, together with the Partnership Merger, the “Mergers”), with Merger Sub 1 continuing as the surviving corporation asand a wholly owned subsidiary of Realty Income.
In connection with the Merger, each VEREITshare of Spirit common stockholderstock issued and outstanding immediately prior to the Effective Time will have the right to receive 0.705be converted into 0.762 newly issued shares of Realty Income common stock, par value $0.01 per share (which we refersubject to adjustment as “Realty Income common stock”),provided for each share of VEREIT common stock, par value $0.01 per share (which we refer to as “VEREIT common stock”), that they own immediately prior to the effective time ofin the Merger (which we refer to as the “Exchange Ratio”).Agreement, and cash in lieu of fractional shares. The Exchange Ratio is generally fixed and will not be adjusted to reflect stock price changes prior to the closing of the Merger. The Exchange Ratio may be adjusted in certain limited circumstances, including a recapitalization, stock or unit split, stock or unit dividend or other distribution, reclassification, combination or exchange offer of shares or other similar transaction involving Realty Income or VEREIT,Spirit.
In addition, pursuant to the terms and subject to the conditionseach share of the Merger Agreement, at the date and time the Partnership Merger becomes effective, (i) each outstanding common partnership unit of VEREIT OP (the "VEREIT OP common units") owned by a partner of VEREIT OP other than VEREIT that isSpirit Series A preferred stock issued and outstanding immediately prior to the Partnership Merger Effective Time subject towill be automatically converted into one newly issued share of Realty Income Series A preferred stock, with the terms and conditions set forth inthereof materially unchanged. The terms of the Merger Agreement, will be converted into the number of newly issued shares of Realty Income commonSeries A preferred stock equal to the Exchange Ratio, (ii) each outstanding VEREIT OP Series F Preferred Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than VEREIT OP Series F Preferred Units owned by VEREIT), subject to the terms and conditions of the Merger Agreement, will be converted into the right to receive $25.00 plus all accumulated and unpaid distributions to and including the day that is set forth in the articles supplementary classifying and designating the Realty Income Series F Preferred Stock Redemption Notice (defined below) and (iii) each VEREIT OPA preferred stock (the “Realty Income Series F Preferred Unit and VEREIT OP common unit owned by VEREIT thatA articles supplementary”), the form of which is issued and outstanding immediately priorincluded as Exhibit A to the Partnership Merger Effective Time, subjectAgreement, which is attached to the terms and conditionsthis proxy statement/prospectus as Annex A. As a result of the Merger, Agreement, will remain outstanding as partnership interests in the surviving entity.
Immediately prior to the Mergers, VEREIT will also issue a notice of redemption (the “Series F Preferred Stock Redemption Notice”) with respect to all of the outstanding shares of VEREIT’s 6.70%Spirit 6.000% Series FA Cumulative Redeemable Preferred Stock (the “VEREITwill no longer be outstanding and will be automatically canceled and retired and will cease to exist as shares of Spirit Series F Preferred Stock”) with a redemption date as set forth in the Series F Preferred Stock Redemption Notice, and Realty Income will cause funds to be deposited in escrow to pay the redemption price for each share of VEREIT Series F Preferred Stock


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at the liquidation preference of $25.00 plus all accrued and unpaid dividends up to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice.A preferred stock. For more information, see “The Merger Agreement — Merger Consideration.”
Upon completion of the Mergers,Merger, based on the shares of Realty Income common stock and VEREITSpirit common stock outstanding as of the record date of the Merger Agreement, we estimate that legacy Realty Income common stockholders will own approximately 70%87% of the common stock of Realty Income, and legacy VEREITSpirit common stockholders will own approximately 30%13% of the common stock of Realty Income.
Q:Q.
What happens if the market price of shares of Realty Income common stock or VEREITSpirit common stock changes before the closing of the Merger?
A:A.
No change will be made to the Exchange Ratio of 0.7050.762 if the market price of shares of Realty Income common stock or VEREITSpirit common stock changes before the Merger.Effective Time. Because the Exchange Ratio is fixed, the value of the consideration to be received by VEREITSpirit stockholders in the Merger will depend on the market price of shares of Realty Income common stock at the time of the Merger.
Q:Q.
Why am I receiving this joint proxy statement/prospectus?
A:A.
The MergersMerger cannot be completed, unless:

unless the holders of Realty IncomeSpirit common stock vote to approve the issuance of Realty Income common stock in connection withMerger and the Mergers (which we refer to astransactions contemplated by the “Realty Income Issuance Proposal”); and

the holders of VEREIT common stock vote to approve the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement (which we refer to as(the “Merger Proposal”). Approval of the “VEREIT Merger Proposal”).Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit common stock.
Each of Realty Income and VEREIT

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Spirit will hold separatea special meetingsmeeting of theirits stockholders (the “Spirit special meeting”) to obtain these approvalsthis approval and approvals for other related proposals as described herein. Holders of record of Spirit Series A preferred stock on the record date are entitled to notice of, but may not vote at, the Spirit special meeting.
This joint proxy statement/prospectus contains important information about the MergersMerger and the other proposals being considered and voted on at the Spirit special meetings,meeting, and you should read it carefully. It is a joint proxy statement because the Realty Income board of directors is soliciting proxies from its stockholders and the VEREITSpirit board of directors is soliciting proxies from its stockholders. It is a prospectus because Realty Income will issue shares of itsRealty Income common stock and shares of Realty Income Series A preferred stock. The enclosed voting materials allow youSpirit stockholders to vote yourtheir shares without attending your respectivethe Spirit special meeting.
Realty Income is not required to obtain stockholder approval in connection with the issuance of Realty Income common stock or Realty Income Series A preferred stock pursuant to the terms of the Merger Agreement and applicable law.
Your vote is important. We encourage you to vote as soon as possible.
Q:Q.
Why is Realty Income proposing the Mergers?Spirit board of directors recommending the approval of the Merger?
A:A.
Among other reasons, the Realty Income board of directors approved the Merger Agreement and recommended the approval of the Realty Income Issuance Proposal based on a number of strategic and financial benefits to Realty Income, including the potential for Realty Income, following the Mergers, to immediately increase, and be accretive to, Realty Income’s funds from operations and adjusted funds from operations, to continue to increase its monthly dividend, while maintaining a conservative payout ratio and to become one of the six largest REITs in the MSCI US REIT Index by equity capitalization. For more information, see “The Mergers — Realty Income’s Reasons for the Mergers; Recommendations of the Realty Income Board of Directors.”
Q:
Why is VEREIT proposing the Mergers?
A:
Among other reasons, the VEREITSpirit board of directors approved the Merger Agreement and recommended its approval by VEREITSpirit stockholders based on a number of strategic and financial benefits, including the potential for Realty Income to create additional value for VEREITSpirit stockholders due to its larger size and stronger balance sheet and the premium VEREITSpirit stockholders will receive in the Merger. For more information, see “The MergersThe Merger — VEREIT’sSpirit’s Reasons for the Mergers;Merger; Recommendations of the VEREITSpirit Board of Directors.Directors.
Q.
When and where will the special meeting be held?
A.
The Spirit special meeting will be held virtually at www.proxydocs.com/SRC, on January 19, 2024, at 9:00 a.m., Central Time. Participants will be able to log in 15 minutes prior to the start of the Spirit special meeting. Spirit encourages you to access the Spirit special meeting in advance of the designated start time to ensure that you do not experience any technical difficulties. Spirit stockholders will be able to vote electronically during the Spirit special meeting. Attendees will not be permitted to record the Spirit special meeting and may be subject to security precautions.
Q.
Can I attend the Spirit special meeting in person?
A.
No. The Spirit special meeting will be held virtually and, because there will not be a physical meeting location, you will not be able to attend the Spirit special meeting in person.
Q.
How do I vote?
A.
Whether you hold shares of Spirit common stock directly in your name as the holder of record or in the name of a broker, bank or nominee, you may virtually vote your shares at the Spirit special meeting. To attend the Spirit special meeting, you must register prior to the start of the Spirit special meeting at www.proxydocs.com/SRC and enter the unique control number included on your voting instruction form or proxy card. After completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Spirit special meeting and to vote and submit questions during the Spirit special meeting.
In addition, if you are a holder of record of Spirit common stock as of the record date for the Spirit special meeting, you may vote on the applicable proposals without virtually attending the Spirit special meeting by:

By visiting the internet address provided on the proxy card and following the instructions provided on your proxy card;

By calling the telephone number provided on the proxy card and following the recorded instructions; or
 
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Q:
When and where will the special meetings be held?
A:
The Realty Income special meeting will be held at           , on           , 2021, at           , Pacific Time.
The VEREIT special meeting will be held virtually at                 , on                 , 2021, at                 , Eastern Time. Participants will be able to log in 15 minutes prior to the start of the VEREIT special meeting. VEREIT encourages you to access the VEREIT special meeting in advance of the designated start time to ensure that you do not experience any technical difficulties. VEREIT stockholders will be able to vote electronically during the VEREIT special meeting. Attendees will not be permitted to record the VEREIT special meeting and may be subject to security precautions.
Q:
How do I vote?
A:
Realty Income.   If you are a holder of record of Realty Income common stock as of the record date for the Realty Income special meeting, you may vote by:

accessing the Internet website specified on your proxy card;

calling the toll-free number specified on your proxy card; or

By signing and returning the enclosed proxy card in the postage-paid envelope provided.
If you are a holder of record of Spirit common stock and choose to vote by internet, telephone or mail, your proxy must be received by the conclusion of voting at the Spirit special meeting.
To reduce administrative costs and help the environment by conserving natural resources, Spirit asks that you vote by proxy in advance of the Spirit special meeting through the internet or by telephone. You may still attend the Spirit special meeting even if you vote by proxy in advance.
If you hold Realty Incomeshares of Spirit common stock in the name of a broker, bank or nominee, please follow the voting instructions provided by your broker, bank or nominee to ensure that your shares are represented at your special meeting. If you received voting instruction cards from a trustee of any retirement plan of Realty Income or its subsidiaries in which you are a participant, please follow the instructions on those cards to ensure that shares of stock or beneficial interest allocated to your plan account are represented at yourSpirit special meeting.
VEREIT.   Whether you hold shares of VEREIT common stock directly in your name as the holder of record or in the name of a broker, bank or nominee, you may virtually vote your shares at the VEREIT special meeting via the VEREIT special meeting website at         . You will need the 16-digit control number included on your proxy card or voting instruction form in order to access and vote at the VEREIT special meeting.
In addition, if you are a holder of record of VEREIT common stock as of the record date for the VEREIT special meeting, you may vote on the applicable proposals without virtually attending the VEREIT special meeting by:

accessing the Internet at www.proxyvote.com;

calling Broadridge Financial Solutions, Inc. For those who hold shares in their own name, by calling (800) 690-6903 and for shares held in "street name," by calling (800) 454-8683; or

signing and returning the enclosed proxy card in the postage-paid envelope provided.
If you hold shares of VEREIT common stock in the name of a broker, bank or nominee, please follow the voting instructions provided by your broker, bank or nominee to ensure that your shares are represented at your special meeting.
Q:Q.
What am I being asked to vote upon?
A:A.
Realty Income.   Realty IncomeSpirit stockholders are being asked to consider and vote on the following proposals.
1.
the Merger Proposal, pursuant to which holders of Spirit common stock are being asked to approve the Realty Income IssuanceMerger and the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement;
2.
the Compensation Proposal, andpursuant to which Spirit stockholders are being asked to approve, a proposalby advisory (non-binding) vote, certain compensation that may be paid or become payable to adjournSpirit’s named executive officers in connection with the Realty Incomecompletion of the Merger; and
3.
the Adjournment Proposal, pursuant to which Spirit stockholders are being asked to approve one or more adjournments of the Spirit special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Realty Income Issuance Proposal, if there are insufficient votes at the time of such adjournment to approve such proposals (which we refer to as the “Realty Income Adjournment Proposal”).
VEREIT.   VEREIT stockholders are being asked to vote to approve the VEREIT Merger Proposal. Holders of VEREIT common stock are also being asked to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of VEREIT in

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connection with the Merger (which we refer to as the “VEREIT Compensation Proposal”) and to approve a proposal to adjourn the VEREIT special meeting, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (which we refer to as the “VEREIT Adjournment Proposal”).proposal.
The MergersMerger cannot be completed without the approval by Realty Income stockholders of the Realty Income Issuance Proposal and the approval by VEREITSpirit common stockholders of the VEREIT Merger Proposal. The approvals of the Compensation Proposal and the Adjournment Proposal are not conditions to the completion of the Merger.
Q:Q.
What vote is required to approve each proposal?
A:
Realty Income.
A.
The Realty Income Issuance Proposal requires the affirmative vote of the majority of the votes cast by Realty Income common stockholders, assuming a quorum is present.

The Realty Income Adjournment Proposal requires approval by the affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present.
VEREIT.

The VEREIT Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of VEREITSpirit common stock.

The VEREIT Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of VEREITSpirit common stock at the Spirit special meeting, assuming a quorum is present; however, such vote is advisory (non-binding) only, assuming a quorum is present.

only.
The VEREIT Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of VEREITSpirit common stock at the VEREITSpirit special meeting, assuming a quorum is present.
Q:Q.
How dodoes the boardsboard of directors of Realty Income and VEREITSpirit recommend that I vote?
A:A.
Realty Income.   The Realty IncomeSpirit board of directors unanimously recommends that holders of Realty IncomeSpirit common stock vote “FOR” the Realty Income IssuanceMerger Proposal and FORthat the Realty Income Adjournment Proposal.
VEREIT.   The VEREIT board of directors unanimously recommends that holders of VEREITSpirit common stock vote “FOR” the VEREIT Merger Proposal and that the holders of VEREIT common stock vote “FOR” the VEREIT Compensation Proposal and “FOR” the VEREIT Adjournment Proposal.
Q:Q.
How many votes do I have?
A:A.
Realty Income.   You are entitled to one vote for each share of Realty IncomeSpirit common stock that you owned as of the close of business on the record date. As of the close of business on           , 2021, the record date for the Realty Income special meeting,December 14, 2023, there were 141,552,606 outstanding shares of Realty IncomeSpirit common stock, approximately     %less than 1% of which were beneficially owned by Realty IncomeSpirit directors and executive officers and their affiliates.
VEREIT.   You are entitled to one vote for each share of VEREIT common stock that you owned as of the close of business on the record date. As of the close of business on           , 2021, the record date for the VEREIT special meeting, there were        outstanding shares of VEREIT common stock, approximately     % of which were beneficially owned by VEREIT directors and executive officers and their affiliates.
Q:
What constitutes a quorum?
A:
Realty Income.   Stockholders who hold a majority of the Realty Income common stock outstanding on the record date and who are entitled to vote must be present or represented by proxy to constitute a quorum at the Realty Income special meeting.
 
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VEREITQ.
.   I own shares of Spirit Series A preferred stock. Do I have a vote on account of the shares of Spirit Series A preferred stock I own?
A.
No. Only holders of Spirit common stock as of the close of business on the record date are entitled to vote on the proposals at the Spirit special meeting. Holders of Spirit Series A preferred stock are entitled to notice of, but may not vote at, the Spirit special meeting.
Q.
What constitutes a quorum?
A.
Stockholders who hold a majority of the total number of shares of VEREITSpirit common stock issued and outstanding on the record date and who are entitled to vote must be present in person (virtually) or represented by proxy to constitute a quorum at the VEREITSpirit special meeting.
Q:Q.
If my shares of Spirit common stock are held in “street name” by my broker, will my broker vote my shares for me?
A:A.
If you hold your shares of Spirit common stock in a stock brokerage account or if your shares of Spirit common stock are held by a bank or nominee (that is, in “street name”), you must provide the record holder of your shares with instructions on how to vote your shares of Spirit common stock. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote shares of common stock held in street name by returning a proxy card directly to Realty Income or VEREITSpirit unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. Obtaining a legal proxy usually takes several days. If you are a Realty Income stockholder, you may not vote shares of Realty Income common stock held in street name by voting in person at the Realty Income special meeting unless you provide a “legal proxy.” If you are a VEREITSpirit stockholder, you may vote shares of VEREITSpirit common stock held in street name by voting virtually at the VEREITSpirit special meeting by usingfollowing the 16-digit control number includedinstructions on your proxy card or voting instruction form. Further, brokers who hold shares of Realty Income common stock or VEREITSpirit common stock on behalf of their customers may not give a proxy to Realty Income or VEREITSpirit to vote those shares without specific instructions from their customers.
Q:Q.
What will happen if I fail to instruct my broker, bank or nominee how to vote?
A:A.
Realty Income.   If you are a Realty Income stockholder and you do not instruct your broker, bank or nominee on how to vote your shares of common stock, your broker will not be permitted to vote your shares on the Realty Income Issuance Proposal or the Realty Income Adjournment Proposal. Broker non-votes will have no effect on the Realty Income Issuance Proposal, assuming a quorum is present, or the Realty Income Adjournment Proposal.
VEREIT.   If you are a VEREITSpirit stockholder and you fail to instruct your broker, bank or nominee to vote your shares of VEREITSpirit common stock, your broker will not be permitted to vote your shares on the VEREIT Merger Proposal, the VEREIT Compensation Proposal, or the VEREIT Adjournment Proposal. Broker non-votes will have the same effect as a vote against the VEREIT Merger Proposal, but it will have no effect on the VEREIT Compensation Proposal or the VEREIT Adjournment Proposal, in each case, assuming a quorum is present.
Q:Q.
What will happen if I fail to vote or I abstain from voting?
A:A.
Realty Income.   If you are a Realty Income stockholder and fail to vote, it will have no effect on the Realty Income Issuance Proposal or the Realty Income Adjournment Proposal, assuming a quorum is present. If you are a Realty Income stockholder and abstain from voting, it will have the same effect as a vote against the Realty Income Issuance Proposal, assuming a quorum is present, and it will have no effect on the Realty Income Adjournment Proposal, assuming a quorum is present.
VEREIT.   If you are a VEREITSpirit stockholder and fail to vote or abstain from voting, it will have the same effect as a vote against the VEREIT Merger Proposal, but it will have no effect on the VEREIT Compensation Proposal or the VEREIT Adjournment Proposal, assuming a quorum is present.
Q:Q.
What if I return my proxy card without indicating how to vote?
A:A.
If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares of Realty Income common stock or VEREITSpirit common stock will be voted in accordance with the recommendation of the Realty Income board of directors or the VEREITSpirit board of directors, as applicable, with respect to such proposal.
Q:Q.
Can I change my vote after I have returned a proxy card or voting instruction card?form?
A:A.
Yes. You can change your vote at any time before your proxy is voted at yourthe Spirit special meeting. You can do this in one of three ways:

you can send a signed notice of revocation;

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you can grant a new, valid proxy bearing a later date; or

if you are a holder of record, you can attend yourthe Spirit special meeting and vote in person or virtually, as applicable, which will automatically cancel any proxy previously given, but your attendance alone will not revoke any proxy that you have previously given.

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Attending the Realty Income special meeting or the VEREITSpirit special meeting without voting will not, by itself, revoke your proxy. If your shares of Realty Income common stock or VEREITSpirit common stock are held by a bank, broker or nominee, you should follow the instructions provided by the bank, broker or nominee.
If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to be received by the secretary of Realty Income or the secretary of VEREIT, as appropriate, no later than the beginning of the Realty Income special meeting orSpirit no later than one day prior to the VEREITSpirit special meeting, as applicable.meeting. If your shares of Realty Income common stock or VEREITSpirit common stock are held in street name by your broker, bank or nominee, you should contact your broker, bank or nominee to change your vote. If your shares of VEREITSpirit common stock are held in street name by your broker, bank or nominee, you can also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting virtuallyyour shares at the VEREITSpirit special meeting by using the 16-digit control number included on your proxy card or voting instruction form. If your shares of Realty Income common stock are held through a Realty Income retirement plan, you should contact the trustee for the plan to change your vote.meeting.
Q:Q.
What if I have technical difficulties or trouble accessing the virtual meeting website?
A:A.
If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted onin the virtual meeting website log-in page atinstructional email you receive after completing your registration for the VEREITSpirit special meeting.
Q:Q.
Are there any conditions to closing of the Merger that must be satisfied for the Merger to be completed?
A:A.
Yes. In addition to the approvalsapproval of the stockholders of each of Realty Income and VEREITSpirit described herein, there are a number of conditions that must be satisfied or waived for the Merger to be consummated. For more information, see “The Mergers — The Merger Agreement — Conditions to Completion of the Mergers.Merger.
Q:
What is the Spin-Off?
A:
Following the effective time of the Merger, Realty Income and VEREIT intend to contribute certain of their office properties (the “OfficeCo Properties”) to a newly formed direct or indirect wholly owned subsidiary of Realty Income (“OfficeCo,” and such contributions collectively, the “Separation”), and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders as a result of the Merger) on a pro rata basis (the “OfficeCo Distribution” and, together with the Separation, the “Spin-Off”). Following the consummation of the Spin-Off, VEREIT and Realty Income intend for OfficeCo to operate as a separate, publicly traded REIT.
After giving pro forma effect to the Mergers, and based on the properties contemplated to be contributed to OfficeCo in connection with the Spin-Off as of the date of this joint proxy statement/prospectus, the OfficeCo Properties, in total, would have represented approximately 6% of the combined company total assets at March 31, 2021 and approximately 7% and approximately 8% of total revenues for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.
Pursuant to the terms and conditions of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the U.S. Securities and Exchange Commission (“SEC”) declaring effective the Form 10 registration statement related to the Spin-Off (the “Spin-Off Condition”). However, Realty Income may, in its sole discretion, waive the Spin-Off Condition at any time, and the Spin-Off Condition shall be deemed to be automatically waived on January 29, 2022. In addition, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, determine or, in certain

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cases, amend, the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), the scope and nature of the reorganization plan, the terms of the separation and distribution agreement, and the scope of transition services, if any, to be provided by Realty Income following the Spin-Off. Subject to the terms and conditions of the Merger Agreement, Realty Income also may, after consultation with and good faith consideration of any comments from VEREIT, alternatively seek to sell some or all of the OfficeCo Properties to third parties in connection with the closing of the Merger, and the parties may otherwise sell certain properties that would have otherwise been included in the OfficeCo Properties during the pendency of the Merger. Accordingly, the specific size and composition of the OfficeCo Properties, the nature of the Spin-Off, and the occurrence of the Spin-Off promptly following the Mergers, if at all, are all subject to change, and there can be no assurances that the Spin-Off will be consummated on the terms contemplated in this joint proxy statement/prospectus, or at all. For more information regarding the terms of the contemplated Spin-Off, see “Risk Factors — Risks Relating to the Spin-Off,” “The Mergers — The Merger Agreement —  The Spin-Off,” and “The Spin-Off.”
Accordingly, stockholders of Realty Income and VEREIT should not place undue reliance on the consummation of the Spin-Off or any other transactions related to the OfficeCo Properties as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus. You are not being asked to take any action relating to the Spin-Off at the Special Meetings
If the Spin-Off is consummated, continuing holders of shares of Realty Income common stock will be entitled to receive a number of shares of OfficeCo common stock based on a distribution ratio determined by the Realty Income board of directors for each share of Realty Income common stock held by such stockholder as of the close of business on the record date of the OfficeCo Distribution.
Q:
Is the consummation of the Spin-Off a condition to closing the Merger?
A:
Pursuant to the terms and conditions of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off. However, if this condition is not satisfied or waived by January 29, 2022, Realty Income will be automatically deemed to have waived this condition (and at that time, assuming all other conditions to closing have been satisfied, the parties will be obligated to close the Mergers, regardless of whether the Spin-Off is ready to be consummated). In addition, Realty Income may elect to waive this condition in its sole discretion, including if it elects to retain or sell some or all of the OfficeCo Properties, which Realty Income may do in its discretion. Accordingly, the Mergers may be consummated without the Spin-Off occurring thereafter. For more information, see “The Mergers — The Merger Agreement — Conditions to Completion of the Mergers” and “The Mergers — The Merger Agreement — The Spin-Off.”
Q:
Do the parties intend to consummate the Spin-Off immediately following the consummation of the Mergers?
A:
Realty Income and VEREIT intend to effectuate the separation of the OfficeCo Properties from the combined company following the consummation of the Mergers in the manner that creates optimal value for the combined company and its stockholders. Realty Income and VEREIT currently believe that the Spin-Off is the most effective strategy to achieve that goal. However, in the process of effectuating the steps necessary to consummate the Spin-Off, certain issues may arise that may impact the feasibility of the Spin-Off or the benefits of the Spin-Off to the combined company and its stockholders, including significant unanticipated costs or expenses (including consent fees), failure to obtain required consents or approvals, adverse tax implications, or other adverse impacts. Accordingly, Realty Income and VEREIT may determine that it is in the best interest of the combined company and its stockholders to withhold and retain certain assets otherwise contemplated to be contributed to OfficeCo in connection with the Spin-Off, to add certain additional assets to OfficeCo, or to retain the OfficeCo Properties as part of the combined company following the Mergers. In addition, in accordance with the Merger Agreement, Realty Income and VEREIT intend to engage with third parties to potentially sell some or all of the assets contemplated to be contributed to OfficeCo, which the parties may determine will create greater value for the combined company and its stockholders than the Spin-Off. Realty Income may elect,

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after consultation with and good faith consideration of any comments from VEREIT, to pursue these transactions, and subject to the consummation of the Mergers, sell some or all of the OfficeCo Properties, or abandon the Spin-Off entirely. Accordingly, stockholders of Realty Income and VEREIT should not place undue reliance on the consummation of the Spin-Off as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus. For more information, see “The Spin-Off” and “Risk Factors —  Risks Relating to the Spin-Off.”
Q:Q.
When do you expect the MergersMerger to be completed?
A:A.
Realty Income and VEREITSpirit are working to complete the MergersMerger in the fourthfirst quarter of 2021.2024. However, the Mergers areMerger is subject to various conditions, and it is possible that factors outside the control of Realty Income and VEREITSpirit could result in the MergersMerger being completed at a later time, or not at all. There may be a substantial amount of time between the respective Realty Income special meeting and the VEREITSpirit special meeting and the completion of the Mergers.Merger. Realty Income and VEREITSpirit hope to complete the MergersMerger as soon as reasonably practicable following the satisfaction of all applicable conditions.
As noted above, until January 29, 2022, Realty Income will not be obligated to consummate the Mergers unless the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless Realty Income elects (in its sole discretion) to abandon the Spin-Off and waive the Spin-Off Condition. The Spin-Off, like the Mergers, will be subject to various conditions, including factors outside of the control of Realty Income and VEREIT, which could delay the Spin-Off and thus may delay the consummation of the Mergers.
You are not being asked to take any action relating to the Spin-Off at the Special Meetings and you should not place undue reliance on the consummation of the Spin-Off as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus.
Q:Q.
What are the material U.S. federal income tax consequences of the Merger to U.S. holders?
A:A.
It is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).Code. The closing of the Merger is conditioned on the receipt by each of Realty Income and VEREITSpirit of an opinion from its respective counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Merger qualifies as a reorganization, U.S. holders (as defined in “MaterialMaterial U.S. Federal Income Tax Consequences”Consequences) of shares of VEREITSpirit common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of Realty Income common stock in exchange for VEREITSpirit common stock in connection with the Merger, except with respect to cash received in lieu of fractional shares of Realty Income common stock. Holders of VEREITSpirit common stock should read the discussion under the heading “MaterialMaterial U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger”Merger and consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the Merger.
Q.
What are the material U.S. federal income tax consequences of the OfficeCo Distributiondo I need to U.S. holders of Realty Income common stock?do now?
A:A.
WhileCarefully read and consider the Merger generally is not expected to resultinformation contained in the recognition of gain or loss for stockholders of either VEREIT or Realty Income for U.S. federal income tax purposes, the distribution of shares of OfficeCo common stock in the OfficeCo Distribution, if consummated, is expected to be treated as a taxable distribution to Realty Income common stockholders (which would include the former VEREIT stockholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo Distribution) for U.S. federal income tax purposes. An amount equal to the fair market value of the shares of OfficeCo common stock receivedincorporated by a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock in the OfficeCo Distribution will generally be treated as a taxable dividend to the extent of the U.S. holder’s ratable share of any current or accumulated earnings and profits of Realty Incomereference into this proxy statement/prospectus, including its annexes.
WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SPIRIT SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER
 
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allocableNOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.
Q.
How will I receive the Merger consideration to which I am entitled at the OfficeCo Distribution,Effective Time?
A.
The Merger Agreement provides that, as soon as reasonably practicable after the Effective Time, Realty Income will cause its exchange agent to mail to each holder of record of a certificate representing shares of Spirit common stock or Spirit Series A preferred stock a letter of transmittal and instructions for surrendering such certificates in exchange for the applicable Merger consideration and, if applicable, cash in lieu of fractional shares.
Upon surrender of their certificates representing shares of Spirit common stock or Spirit Series A preferred stock for cancellation along with the excess treated first as a non-taxable returnexecuted letter of capital totransmittal, and other required documents described in the extentinstructions, holders of the U.S. holder’s tax basis in Realty Incomerecord of shares of Spirit common stock and any remaining excess treated as capital gain.Spirit Series A preferred stock will be entitled to receive in exchange, in respect of each share of Spirit common stock or Spirit Series A preferred stock that they hold, the applicable Merger consideration and, if applicable, cash in lieu of fractional shares.
The particular consequencesHolders of the OfficeCo Distribution to each Realty Income stockholder (including stockholders who received shares of Realty IncomeSpirit common stock and/or Spirit Series A preferred stock in exchange for shares of VEREIT stock pursuantbook-entry form immediately prior to the Merger) depend on such holder’s particular factsEffective Time will not need to take any action and circumstances, and thus holderswill automatically receive the Merger consideration of 0.762 newly issued shares of Realty Income common stock and, VEREIT common stock are urged to consult their tax advisor regarding the consequences to themif applicable, cash in lieu of the OfficeCo Distribution in their specific circumstances. For more information, see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the OfficeCo Distribution.”
Q:
How will the OfficeCo Distribution affect a Realty Income stockholder’s tax basis and holding period in itsfractional shares, or one share of Realty Income Series A preferred stock, for U.S. federal income tax purposes?
as applicable.
A:Q.
If the OfficeCo Distribution is consummated, the tax basisWill I receive any fractional shares of Realty Income common stock held by a Realty Income stockholder (which would include a former VEREIT stockholder that receivedin connection with the Merger?
A.
No. All holders of Spirit common stock entitled to receive Realty Income common stock in connection with the Merger and continues to hold such stock aswill receive cash in lieu of the close of business on the record date of the OfficeCo Distribution) at the time of the OfficeCo Distribution is expected to be reduced (but not below zero) to the extent the fair market value of the OfficeCo common stock distributed to such Realty Income stockholder exceeds Realty Income’s current and accumulated earnings and profits allocable to such holder’sany fractional shares. The holding period of Realty Income stockholders in their Realty Income shares will not be affected by the OfficeCo Distribution. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the OfficeCo Distribution.”
Q:
What will a Realty Income stockholder’s tax basis and holding period be for shares of OfficeCo common stock received by them in the OfficeCo Distribution for U.S. federal income tax purposes?
A:
If the OfficeCo Distribution is consummated, the tax basis of a Realty Income stockholder (which would include a former VEREIT stockholder that received Realty Income common stock in the Merger and continues to hold such stock as of the close of business on the record date of the OfficeCo Distribution) in shares of OfficeCo common stock received by such holder in the OfficeCo Distribution is expected to equal the fair market value of such shares on the distribution date. The holding period for such shares is expected to begin the day after the distribution date. See “Material U.S. Federal Income Tax Consequences —  Material U.S. Federal Income Tax Consequences of the OfficeCo Distribution.”
Q:Q.
Are VEREIT and Realty IncomeSpirit stockholders entitled to appraisal rights or dissenters’ rights in connection with the Merger?
A:A.
No. Holders of VEREIT common stock and Realty Income common stockSpirit stockholders will not be entitled to appraisal rights or dissenters’ rights inwith respect to the Mergers under Section 3-202 of the Maryland General Corporation Law (which we refer to as the “MGCL”) because, in the case of VEREIT, its common stock is listed on a national securities exchange and its charter expressly excludes these rights unless the VEREIT board of directors determines otherwise, and in the case of Realty Income, because the issuance of Realty Income common stock in the Merger is not a transaction for which these rights may be had, and because its common stock is listed on a national securities exchange.Merger. For more information, see “The MergersThe Merger — No Appraisal or Dissenters’ Rights.Rights.
Q:Q.
What dohappens if I need to do now?sell my shares of Spirit common stock or Spirit Series A preferred stock before the Effective Time?
A:A.
Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its annexes.
In order forto receive the applicable Merger consideration, you must hold your shares of Spirit common stock or Spirit Series A preferred stock immediately prior to be votedthe Effective Time. Consequently, if you transfer your Spirit common stock or Spirit Series A preferred stock before such time, you will have transferred your right to receive the Merger consideration in respect of such shares if the Merger is completed.
If you are a holder of Spirit common stock on the record date and you transfer those shares after the record date but prior to the Effective Time, you will retain any rights you hold to vote at the Realty IncomeSpirit special meeting orbut will not have the VEREIT special meeting:right to receive the Merger consideration with respect to those shares so transferred.
Q.
you can attendWhat happens if the Realty Income special meeting in person, in the case of Realty Income, or the VEREIT special meeting virtually, in the case of VEREIT;Merger is not completed?
A.
you can vote throughIf the InternetMerger Proposal is not approved by Spirit stockholders, or by telephone by followingif the instructions included on your proxy card;Merger is not completed for any other reason, Spirit stockholders will not receive any consideration for their Spirit common stock or

you can indicate Spirit Series A preferred stock in connection with the Merger. Instead, Spirit will remain an independent public company, Spirit stockholders will continue to own their Spirit common stock and Spirit Series A preferred stock, as applicable, both of which will continue to be registered under the Exchange Act and listed on the enclosed proxyNYSE. Under specified circumstances, if the Merger is not completed, Spirit may be obligated to pay Realty Income a termination fee of $173.97 million (or $93.68 million under certain other circumstances), along with expense reimbursement of up to $25 million, which would be credited against any termination fee that may be paid or voting instruction card how you would likebecome payable to vote and return the cardRealty Income in the accompanying postage-paid envelope.
 
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Q:connection with a termination of the Merger Agreement. For more information, see “The Merger Agreement — Termination of the Merger Agreement.”
Q.
Do I need to do anything with myif I own Realty Income share certificates now?certificates?
A:A.
No. Realty Income does not require stockholder approval in connection with the issuance of Realty Income common stock or Realty Income Series A preferred stock pursuant to the terms of the Merger Agreement. If the Merger and related transactions are approved by Realty Income stockholders and VEREITSpirit stockholders, and if you are a Realty Income stockholder, you are not required to take any action with respect to your Realty Income stock certificates. Such certificates will continue to represent shares of Realty Income after the Mergers.
Holders of shares of VEREIT common stock, which are all in book-entry form, immediately prior to the effective time of the Merger will not need to take any action to receive the Merger consideration of 0.705 newly issued shares of Realty Income common stock.
Q:
Will I receive any fractional shares of Realty Income common stock in connection with the Mergers?Merger.
A:
No. All holders of VEREIT common stock or limited partnership units entitled to receive Realty Income common stock in connection with the Mergers will receive cash in lieu of fractional shares.
Q:
Do I need identification to attend the Realty Income special meeting in person?
A:
Yes. Please bring proper identification, together with proof that you are a record owner of Realty Income common stock. If your shares are held in street name or through a Realty Income retirement plan, please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned shares of Realty Income common stock on the applicable record date.
Q:Q.
Who can help answer my questions?
A:A.
Realty Income stockholders or VEREITSpirit stockholders who have questions about the MergersMerger or the other matters to be voted on at the Spirit special meetingsmeeting or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards or voting instruction cardsforms should contact:
if you are a Realty Income stockholder:if you are a VEREIT stockholder:
[MISSING IMAGE: lg_georgesonric-4c.jpg]
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll-Free: (866) 785-7395
Email: realtyincome@georgeson.com
D.F. King & Co., Inc.
48 Wall Street, 22nd floor
New York, NY 10005
Call Toll-Free: (866) 356-7814
Email: SRC@dfking.com
[MISSING IMAGE: lg_okapipartners-4c.jpg]
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Call Toll-Free: (855) 305-0856
Email: info@okapipartners.com
 
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SUMMARY
This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all of the information that is important to you. Realty Income and VEREITSpirit urge you to read carefully this joint proxy statement/prospectus, including the attached annexes, and the other documents to which we have referred you because this section does not provide all of the information that might be important to you with respect to the MergersMerger and the related matters being considered at the applicableSpirit special meeting. See also “Where You Can Find More Information.” We have included page references to direct you to a more complete description of the topics presented in this summary.
Information about the Companies
Realty Income Corporation (See page 43)32)
Realty Income, a Maryland corporation, is an S&P 500 company dedicated to providing stockholders with dependable monthly dividends that increase over time. Realty Income is structured as a real estate investment trust, or REIT, requiring it annually to distribute at least 90% of its taxable income (excluding net capital gains) in the form of dividends to its stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under long-term lease agreements with Realty Income’s commercial clients.
Realty Income was founded in 1969, and listed on the New York Stock Exchange in 1994. For over 5254 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term lease agreements with Realty Income’s commercial clients. Realty Income is a member of the S&P 500 Dividend Aristocrats®Aristocrats® index for having increased its dividend every year for over 25 consecutive years.
At March 31, 2021,September 30, 2023, Realty Income owned or held interests in a diversified portfolio:

Of 6,66213,282 properties;

With an occupancy rate of 98.0%98.8%, or 6,53113,123 properties leased and 131159 properties available for lease or sale;

Doing business in 5685 separate industries;

Located in all U.S. states, Puerto Rico, and the United Kingdom (U.K.);, Spain, Italy, and Ireland;

With approximately 114.2262.6 million square feet of leasable space; and

With a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 8.9 years; and

With an average leasable space per property of approximately 17,150 square feet; approximately 12,420 square feet per retail property and 250,670 square feet per industrial property.9.7 years.
Of the 6,66213,282 properties in the portfolio at March 31, 2021, 6,621,September 30, 2023, 13,032, or 99.4%98.1%, arewere single-client properties, of which 6,49412,875 were leased, and the remaining arewere multi-client properties.
Following the Mergers and assuming the consummation of the Spin-Off,Merger, Realty Income’s portfolio is expected to encompass approximately 10,30015,300 primarily single-tenant,single-client, net lease commercial real estate properties primarily located in all U.S. states, Puerto Rico, and the U.K., Spain, Italy, and Ireland, with an estimated total portfolio annualized contractual rent of approximately $2.5$4.6 billion, based on a combined portfolio as of December 31, 2020.September 30, 2023.
The principal offices of Realty Income are located at 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
Realty Income common stock is listed on the New York Stock Exchange (which we refer to as the(the “NYSE”), trading under the symbol “O.”
Additional information about Realty Income and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “WhereWhere You Can Find More Information.Information.

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RamsSaints MD Subsidiary, I, Inc. (See page 43)32)
RamsSaints MD Subsidiary, I, Inc., a Maryland corporation, is a direct, wholly owned subsidiary of Realty Income. RamsSaints MD Subsidiary, I, Inc. was formed by Realty Income solely for the purpose of engaging in the

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transactions contemplated by the Merger Agreement. RamsSaints MD Subsidiary, I, Inc., has not conducted any business activities, has no assets, liabilities or obligations and has conducted its operations solely as contemplated by the Merger Agreement. Its principal executive offices are located at c/o Realty Income Corporation, 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
Rams Acquisition Sub II, LLC.Spirit Realty Capital, Inc. (See page 43)32)
Rams Acquisition Sub II, LLC, a Delaware limited liability company, is a direct, wholly owned subsidiary ofSpirit Realty Income. Rams Acquisition Sub II, LLC was formed by Realty Income solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Rams Acquisition Sub II, LLC, has not conducted any business activities, has no assets, liabilities or obligations and has conducted its operations solely as contemplated by the Merger Agreement. Its principal executive offices are located at c/o Realty Income Corporation, 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
VEREIT,Capital, Inc. and VEREIT Operating Partnership, L.P. (See page 44)
VEREIT,, a Maryland corporation is a full-service real estate operating company which owns and actively manages one of the largest portfolios of single-tenant commercial properties in the U.S. and has a business model of providing equity capital to creditworthy organizations in return for long-term leases on their properties. VEREIT’s full-service real estate operations include portfolio management through strategic acquisitions and dispositions, property management, asset management and leasing. As of March 31, 2021, VEREIT’s portfolio was comprised of 3,855 retail, restaurant, office and industrial real estate properties. Omitting the square feet of one redevelopment property and including the pro rata share of square feet and annualized rental income from VEREIT’s unconsolidated joint ventures, VEREIT owned an aggregate of 88.7 million square feet, of which 98.0% was leased, with a weighted-average remaining lease term of 8.4 years as of March 31, 2021. Of VEREIT’s 3,855 properties, annualized rental income as of March 31, 2021 as a percentage of the total portfolio was approximately 46.6% retail, 20.5% restaurant, 17.9% industrial, 14.9% office and 0.1% other. VEREIT’s properties are located throughout the U.S. (including Puerto Rico) with the two highest concentrations in the Southeast and Midwest regions.
VEREIT was incorporated in the State of Maryland on December 2, 2010 andthat has elected to be treated as a REIT for U.S. federal income tax purposes. Substantially all of VEREIT’spurposes, is an internally-managed net-lease REIT with in-house functions including acquisitions, credit research, asset management, portfolio management, real estate research, legal, finance and accounting. Spirit invests primarily in single-tenant, operationally essential real estate assets throughout the United States, which are subsequently leased on a long-term, triple-net basis to high quality tenants with operations in retail, industrial and certain other industries. As a REIT, Spirit is required to, among other things, annually distribute at least 90% of its taxable income (excluding net capital gains) to its stockholders. Spirit achieves this objective through consistent quarterly dividends supported by the cash flows generated by its leasing operations.
Spirit’s operations are conductedgenerally carried out through VEREITSpirit Realty, L.P., a Delaware limited partnership (the “Spirit Partnership”), and its subsidiaries. Spirit General OP Holdings, LLC, a Delaware limited liability company and one of which VEREITSpirit’s wholly-owned subsidiaries, is the sole general partner. VEREIT is the holder of 99.9%partner and owns approximately 1% of the common partnership interests in VEREIT OP asSpirit Partnership. Spirit and a wholly-owned subsidiary (Spirit Notes Partner, LLC, a Delaware limited liability company) are the only limited partners and, together, own the remaining 99% of March 31, 2021. VEREIT OP was formed in the State of Delaware on January 13, 2011.Spirit Partnership.
The principal executive offices of VEREITSpirit are located at 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016,2727 North Harwood Street, Suite 300, Dallas, Texas 75201, and its telephonephone number is (800) 606-3610.(972) 476-1900.
VEREITSpirit common stock and VEREITSpirit Series F Preferred StockA preferred stock trade on the NYSE under the trading symbols “VER”“SRC” and “VER PRF,“SRC-A,” respectively. Spirit Series A preferred stock is also traded on the NYSE under the alternate ticker symbol “SRC-PA.”
Additional information about VEREITSpirit and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “WhereWhere You Can Find More Information.Information.
OfficeCo (See page 44)
In connection with the Spin-Off, Realty Income intends to form a new direct or indirect wholly owned subsidiary (“OfficeCo”). Subject to the terms and conditions of the Merger Agreement, Realty Income and VEREIT intend to contribute certain of their office properties to OfficeCo, and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo

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Distribution) on a pro rata basis. After giving pro forma effect to the Mergers, and based on the properties contemplated to be contributed to OfficeCo in connection with the Spin-Off as of the date of this joint proxy statement/prospectus, the OfficeCo Properties, in total, would have represented approximately 6% of the combined company total assets at March 31, 2021 and approximately 7% and approximately 8% of total revenues for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.
Assuming the Spin-Off is consummated, VEREIT and Realty Income intend for OfficeCo to operate as a self-managed, publicly traded office REIT, engaged in the ownership, acquisition, development and leasing of office assets throughout the United States.
Risk Factors (See page 26)17)
Before voting at the Realty Income special meeting or the VEREITSpirit special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, as well as the specific factors under the heading “Risk Factors”Risk Factors beginning on page 26,17, including the risks that:

the Mergers areMerger is subject to a number of conditions including the readiness of the Spin-Off and the effectiveness of the OfficeCo Form 10, and may not be completed on the terms or timeline currently contemplated, or at all;

the Exchange Ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Realty Income or VEREIT;Spirit;

Realty Income and VEREITSpirit stockholders will be significantly diluted by the Mergers;Merger;

provisions in the Merger Agreement could discourage a potential competing acquiror of either Realty Income or VEREIT;Spirit;

the pendency of the MergersMerger could adversely affect the business and operations of Realty Income and VEREIT;Spirit;

certain directors and executive officers of Realty Income or VEREITSpirit may have different interests in seeing the MergersMerger completed than stockholders of Realty Income or VEREIT;Spirit;

the Mergers areMerger is not consummated by AprilJuly 29, 2022,2024, resulting in either Realty Income or VEREITSpirit terminating the Merger Agreement;

the Merger fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

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the Merger and related transactions are not approved by either Realty Income stockholders or VEREITSpirit stockholders;

an adverse litigation outcome relating to the Merger Agreement, or the transactions contemplated thereby, has a material adverse impact on Realty Income’s or VEREIT’sSpirit’s businesses or their ability to consummate the Mergers;

the Spin-Off of OfficeCo may not occur in the form or on the timing contemplated in this joint proxy statement/prospectus, or at all;

there are significant costs and expenses in effectuating the Spin-Off or the sales of OfficeCo Properties;

the Spin-Off may not deliver its intended results;

If the Spin-Off is consummated, the distribution of shares of OfficeCo common stock in the OfficeCo Distribution is expected to be treated as a taxable transaction for Realty Income and its stockholders following the Mergers;

OfficeCo may need to incur substantial indebtedness following or in connection with the Spin-Off;Merger;

Realty Income expects to incur substantial costs in connection with the MergersMerger and the transactions contemplated by the Merger Agreement;

Realty Income and VEREITSpirit may be unable to successfully integrate their businesses in order to realize the anticipated synergies and related benefits of the Mergers;

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Realty Income or OfficeCo may be unable to retain key employees following the Mergers and the Spin-Off;Merger;

Realty Income may be unable to attract and retain key personnel;employees following the Merger;

Realty Income may not effectively manage its expanded operations following the Mergers;Merger;

the trading prices of shares of Realty Income common stock and OfficeCo commonRealty Income Series A preferred stock following the Mergers and the Spin-OffMerger are affected by factors different from those affecting the price of shares of Realty Income common stock, Spirit common stock and VEREIT commonSpirit Series A preferred stock before the Mergers and the Spin-Off;Merger;

counterparties to certain significant agreements with Realty Income or VEREITSpirit may exercise contractual rights under such agreements in connection with the Mergers, the Spin-Off or the sale of some or all of the OfficeCo Properties;Merger;

Realty Income’s anticipated levels of indebtedness maywill increase upon completion of the Mergers;Merger;

Realty Income may incur adverse tax consequences if Realty Income or VEREITSpirit has failed or fails to qualify as a REIT for U.S. federal income tax purposes;

the market priceprices of Realty Income common stock declinesand newly issued Realty Income Series A preferred stock decline as a result of the MergersMerger and the transactions contemplated by the Merger Agreement;

VEREITSpirit stockholders who receive shares of Realty Income common stock in the Merger and shares of OfficeCo common stock in the Spin-Off may have less favorable rights than their current rights as VEREITSpirit stockholders;

Realty Income will have a substantial amount of indebtedness aftermay not continue to pay dividends at or above the Mergersrate currently paid by Realty Income or Spirit following the Merger and may need to incur more in the future;transactions contemplated by the Merger Agreement;

the historical and unaudited pro forma condensed combined financial statements may not be representative of Realty Income’s results after the MergersMerger and the transactions contemplated by the Merger Agreement;

the market priceprices and trading volume of Realty Income common stock and newly issued Realty Income Series A preferred stock may be volatile; and

are not contemplated in the list above but will be disclosed in reports filed by Realty Income VEREIT and OfficeCoSpirit with the SEC.
The MergersMerger
The Merger Agreement (See page 88)72)
Realty Income and VEREITSpirit have entered into the Merger Agreement attached as Annex A to this joint proxy statement/prospectus. The Realty Income board of directors and the VEREITSpirit board of directors have both unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Spin-Off.Merger. Realty Income and VEREITSpirit encourage you to read the entire Merger Agreement carefully because it is the principal legal document governing the Mergers.Merger.
Form of the MergersMerger (See page 88)72)
Pursuant to the Merger Agreement, the combination of the businesses of Realty Income and VEREITSpirit will be accomplished through (i) a merger of Merger Sub 2 with and into VEREIT OP, with VEREIT OP continuing as the surviving entity, and (ii) immediately thereafter, a merger of VEREITmerge with and into Merger Sub 1, with Merger Sub 1 continuingsurviving as a wholly owned subsidiary of Realty Income, unless Realty Income elects to modify the surviving corporation.structure of the Merger under certain circumstances as permitted by the Merger Agreement.

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Upon the consummation of the Mergers,Merger, we expect that the legacy stockholders of Realty Income and the legacy common stockholders of VEREITSpirit will own approximately 70%87% and 30%13%, respectively, of the outstanding shares of Realty Income common stock.
Consideration to Common Stockholders in the MergersMerger (See page 88)72)
Upon the terms of the Merger Agreement, upon consummation of the Merger, holders of VEREITSpirit common stock will have the right to receive 0.7050.762 newly issued shares of Realty Income common stock for

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each share of VEREITSpirit common stock they own immediately prior to the effective time of the Merger,Effective Time, with cash paid in lieu of fractional shares. The Exchange Ratio in the Merger is fixed and will not be adjusted for changes in the market value of VEREITSpirit common stock or Realty Income common stock. Because of this, the implied value of the consideration to VEREITSpirit stockholders in the Merger will fluctuate between now and the completion of the Merger. Based on the closing price of Realty Income common stock on the NYSE of $68.60$49.00 on April 28, 2021,October 27, 2023, the last trading day before public announcement of the Merger, the Exchange Ratio represented approximately $48.36$37.34 in Realty Income common stock for each share of VEREITSpirit common stock. Based on the closing price of Realty Income common stock on the NYSE of $$57.82 on , 2021,December 14, 2023, the latest practicable date before the date of this joint proxy statement/prospectus, the Exchange Ratio represented approximately $$44.06 in Realty Income common stock for each share of VEREITSpirit common stock. For more information, see “ComparativeComparative Stock Prices and Dividends.Dividends.
The following table presents trading information for Realty Income common stock and VEREITSpirit common stock on April 28, 2021,October 27, 2023, the last trading day before public announcement of the Mergers,Merger, and ,             2021,December 14, 2023, the latest practicable date before the date of this joint proxy statement/prospectus. Trading information for VEREITSpirit common stock adjusted by the Exchange Ratio of 0.7050.762 is also provided for each of these dates.
Realty Income Common
Stock (Close)
VEREIT Common
Stock (Close)
VEREIT Common
Stock (adjusted by
Exchange Ratio)
(Close)
April 28, 2021$68.60$41.26$48.36
       , 2021$$$
Realty Income
Common Stock
(Close)
Spirit
Common Stock
(Close)
Spirit Common Stock
(adjusted by
Exchange Ratio)
(Close)
October 27, 2023$49.00$32.35$37.34
December 14, 2023$57.82$44.32$44.06
The market prices of Realty Income common stock and VEREITSpirit common stock fluctuate. As a result, we urge you to obtain current market quotations of Realty Income common stock and VEREITSpirit common stock.
Treatment of VEREITSpirit Series FA Preferred Stock (See page 85)73)
ImmediatelyIn connection with the Merger, upon the terms and subject to the conditions of the Merger Agreement, each share of Spirit Series A preferred stock issued and outstanding immediately prior to the Mergers, VEREITEffective Time will issue a noticebe converted into one newly issued share of redemption (the “Series F Preferred Stock Redemption Notice”)Realty Income Series A preferred stock, with respect to allthe terms thereof materially unchanged. The terms of the outstandingnewly issued shares of VEREITRealty Income Series F Preferred Stock with a redemption date asA preferred stock will be set forth in the Series F Preferred Stock Redemption Notice, and Realty Income will cause fundsSeries A articles supplementary, the form of which is included as Exhibit A to be deposited in escrowthe Merger Agreement, which is attached to pay the redemption price for each share of VEREIT Series F Preferred Stock at the liquidation preference of $25.00 plus all accrued and unpaid dividends up to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice.this proxy statement/prospectus as Annex A. For more information, see “The Merger Agreement — Merger Consideration.”
Treatment of Outstanding Spirit Equity Awards in the Merger (See page 79)
VEREIT Stock Options73)
The Merger Agreement provides that, at the Merger Effective Time, each Spirit restricted stock option to purchase shares of VEREIT common stock under any VEREIT equity plan (a “VEREIT Stock Option”)award that is outstanding and unexercised as of immediately prior to the Merger Effective Time, whether or not vested, will be canceled and automatically converted into a stock option (a “Realty Income Stock Option”)the right to purchasereceive (i) a number of shares of Realty Income common stock (rounded down to the nearest whole number of shares)number) equal to the product obtained by multiplying the number of shares of VEREITSpirit common stock subject to such VEREIT Stock OptionSpirit restricted stock award by the Exchange Ratio, at an exercise price perand (ii) cash consideration in respect of the fractional share of Realty Income common stock (rounded up to which the nearest whole cent) equal to the quotient obtained by dividing the exercise price per share of VEREIT common stock of such VEREIT Stock Option by the Exchange Ratio.
Each Realty Income Stock Option will continue toholder would otherwise have and will be subject to, the same terms and conditions as applied to the corresponding VEREIT Stock Option immediately prior to the Merger Effective Time.
VEREIT Restricted Stock Unit Awardsbeen entitled.
The Merger Agreement provides that, at the Merger Effective Time, each restricted stock unitSpirit performance share award covering shares of VEREIT common stock (a “VEREIT RSU Award”) that is outstanding as of immediately prior to the Effective Time (whether vested or unvested), will be canceled and automatically converted into the right to receive (i) a number of shares of Realty Income common stock
 
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prior to the Merger Effective Time will be converted into a restricted stock unit award covering shares of Realty Income common stock (a “Realty Income RSU Award”) with respect to a number of whole shares of Realty Income common stock (rounded(rounded down to the nearest whole number of shares)number) equal to the product obtained by multiplying (A)(1) for each time-based VEREIT RSU Award, the number of shares of VEREITSpirit common stock subject to such restricted stock unit as of immediatelySpirit performance share award determined based on, to the extent the Effective Time is prior to the Merger Effective Time, or (2) for each performance-based VEREIT RSU Award,end of the numberapplicable performance period, the greater of sharestarget level of VEREIT common stock subject to such performance-based VEREIT RSU Award determined based onachievement of the applicable performance goals and actual level of achievement of the applicable performance goals as of immediately prior to the Merger Effective Time, and otherwise in accordance with the applicable award agreement, by (B) the Exchange Ratio. For this purpose, the actual level of achievement of the applicable performance goals based on relative total shareholder return shall be determined prior to the Merger Effective Time by the Compensation Committeeas of the VEREITend of the applicable performance period, in each case, as determined in accordance with the terms of the applicable award agreement, in good faith by the board of directors and shall be calculatedof Spirit, by measuring the total shareholder return of each applicable peer company through the second to last trading day prior to the Merger Effective Time and, in the case of VEREIT, by computing such total shareholder return using a per share price of VEREIT common stock equal to the product, rounded to two decimal places, of (x) the Exchange Ratio, multiplied by (y)(ii) cash consideration in respect of the volume-weighted average trading pricefractional share of Realty Income common stock overto which the five consecutive trading days ending onholder would otherwise have been entitled, and (iii) the secondamount of any accrued and unpaid cash dividend equivalents corresponding to last trading day prior to the Merger Effective Time. In addition, the Merger Agreement provides that the resulting Realty Income RSU Award will be credited with a dividend equivalent balance that is equal to the dividend equivalent balance credited on the corresponding VEREIT RSU Award as of immediately prior to the Merger Effective Time.
Each Realty Income RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding VEREIT RSU Award immediately prior to the Merger Effective Time (including dividend equivalent rights and including all time and service vesting conditions, but excluding performance-based vesting conditions).each such Spirit performance share award.
VEREIT Deferred Stock Unit Awards
The Merger Agreement provides that, at the Merger Effective Time, each deferred stock unit award covering shares of VEREIT common stock (a “VEREIT DSU Award”) that is outstanding as of immediately prior to the Merger Effective Time, will become fully vested and will generally be converted into the right to receive a number of shares of Realty Income common stock equal to the product obtained by multiplying the Exchange Ratio by the number of shares underlying such VEREIT DSU Award as of immediately prior to the Merger Effective Time (rounded down to the nearest whole number of shares, with any fractional shares paid out in accordance with the Merger Agreement), with any dividend credits with respect to such VEREIT DSU Award that have not been converted into additional units prior to the Merger Effective Time paid in cash. All VEREIT DSU Awards were fully vested at the time they were granted to VEREIT's non-employee directors.
Treatment of VEREIT OP Units in the Partnership Merger (See page 85)
Pursuant to the terms and subject to the conditionsRecommendation of the Merger Agreement, at the date and time the Partnership Merger becomes effective, (i) each outstanding VEREIT OP common unit owned by a partner of VEREIT OP other than VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, will be converted into the number of newly issued shares of Realty Income common stock equal to the Exchange Ratio, (ii) each outstanding VEREIT OP Series F Preferred Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than VEREIT OP Series F Preferred Units owned by VEREIT), subject to the terms and conditions of the Merger Agreement, will be converted into the right to receive $25.00 plus all accumulated and unpaid distributions to and including the day that is set forth in the Series F Preferred Stock Redemption Notice (defined below) and (iii) each VEREIT OP Series F Preferred Unit and VEREIT OP common unit owned by VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions of the Merger Agreement, will remain outstanding as partnership interests in the surviving entity.
Recommendations of the Realty IncomeSpirit Board of Directors (See page 51)115)
After careful consideration, the Realty Income board of directors, on April 28, 2021, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and

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declared the Merger Agreement and such transactions (including the Realty Income Issuance Proposal) to be advisable and in the best interest of Realty Income and the stockholders of Realty Income.
The Realty IncomeSpirit board of directors unanimously recommends that holders of Realty Income common stockthe Spirit stockholders vote “FOR” the Realty Income IssuanceMerger Proposal, “FOR” the Compensation Proposal and “FOR” the Realty Income Adjournment Proposal.
For the factors considered by the Realty IncomeSpirit board of directors in reaching its decision to approve the Merger Agreement and making the foregoing recommendations, of the Realty Income board of directors, see “The MergersThe Merger — Realty Income’sSpirit’s Reasons for the Mergers;Merger; Recommendations of the Realty IncomeSpirit Board of Directors.”
Recommendation of the VEREIT Board of Directors (See page 55)
After careful consideration, the VEREIT board of directors, on April 28, 2021, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and declared the Merger Agreement and such transactions to be advisable and in the best interests of VEREIT and the stockholders of VEREIT.
The VEREIT board of directors unanimously recommends that the VEREIT stockholders vote “FOR. the VEREIT Merger Proposal, “FOR” the VEREIT Compensation Proposal and “FOR” the VEREIT Adjournment Proposal.
For the factors considered by the VEREIT board of directors in reaching its decision to approve the Merger Agreement and the recommendations of the VEREIT board of directors, see “The Mergers — VEREIT’s Reasons for the Mergers; Recommendations of the VEREIT Board of Directors.”
Opinion of Realty Income’s Financial Advisor (See page 59)
Opinion of Moelis & CompanySpirit’s Financial Advisors (See page 47)
Opinion of J.P. Morgan Securities LLC
AtIn connection with the meeting of Realty Income’sMerger, J.P. Morgan Securities LLC (“J.P. Morgan”), Spirit’s financial advisor, delivered to the Spirit board of directors on April 28, 2021 to evaluate and approve the Merger Agreement and the transactions contemplated thereby, including the Mergers, Moelis & Company LLC (“Moelis”) delivered anits oral opinion, which was confirmed by delivery of a written opinion dated April 28, 2021, addressed to Realty Income’s board of directorsOctober 29, 2023, to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, the Exchange Ratio was fair, from a financial point of view, to Realty Income.
The full text of Moelis’ written opinion dated April 28, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of Realty Income’s board of directors (solely in its capacity as such) in its evaluation of the Mergers. Moelis’ opinion was limited solely to the fairness, from a financial point of view, to Realty Income of the Exchange Ratio. Moelis’ opinion does not address Realty Income’s underlying business decision to effect the Mergers, or the relative merits of the Mergers as compared to any alternative business strategies or transactions that might be available with respect to Realty Income. Moelis’ opinion does not constitute a recommendation to any holder of securities as to how such holder should vote or act with respect to the Mergers or any other matter, including the Realty Income Share Issuance Proposal.
Opinion of VEREIT’s Financial Advisor (See page 65)
Opinion of J.P. Morgan Securities LLC
Pursuant to an engagement letter, VEREIT retained J.P. Morgan as its financial advisor in connection with the Mergers.
At the meeting of the VEREIT board of directors on April 28, 2021, J.P. Morgan rendered its oral opinion to the VEREIT board of directors that, as of such date and based upon and subject to the assumptions made,

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procedures followed, matters considered, and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to VEREIT’s common stockholders. J.P. Morgan has confirmed its April 28, 2021 oral opinion by delivering its written opinion, dated as of April 28, 2021, to the VEREIT board of directors that, as of such date, the Exchange Ratio in the Merger was fair, from a financial point of view, to VEREIT’sSpirit common stockholders.
The full text of the written opinion of J.P. Morgan, dated as of April 28, 2021,October 29, 2023, which sets forth among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing itsconnection with such opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference.B. The summary of theJ.P. Morgan’s opinion of J.P. Morgan set forthcontained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of suchthe written opinion. VEREIT’sThe Spirit common stockholders are urged to read the opinion in its entirety. J.P. Morgan’sMorgan provided advisory services and its opinion was addressed tofor the VEREITinformation and assistance of the Spirit board of directors (in its capacity as such) in connection with and for the purposes of its evaluationconsideration of the Mergers, was directed only to the Exchange Ratio in the Merger andMerger. J.P. Morgan did not addressexpress any other aspect of the Mergers. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the MergersMerger to the holders of any other class of securities, creditors or other constituencies of VEREIT or the VEREIT OP, including the consideration to be paid to certain minority partners of VEREIT OP,Spirit, or as to the underlying decision by VEREITSpirit to engage in the Mergers.Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. TheJ.P. Morgan’s opinion doesis not constitute a recommendation to any stockholder of VEREIT as to how such stockholderany of the Spirit common stockholders should vote with respect to the VEREITapproval of the Merger Proposal or any other matter.
For more information,a description of the opinion that the Spirit board of directors received from J.P. Morgan, see “The Mergersthe section of this proxy statement/prospectus entitled “The Merger — Opinion of VEREIT’sSpirit’s Financial AdvisorAdvisors — Opinion of J.P. Morgan Securities LLC”LLC” and as set forth in the full text of the written opinion attached as Annex B to this proxy statement/prospectus.
Opinion of Morgan Stanley & Co. LLC
Spirit retained Morgan Stanley to act as a financial advisor to the Spirit board of directors in connection with the proposed Merger. The Spirit board of directors selected Morgan Stanley to act as a financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industry, and its knowledge of Spirit’s business and affairs. At the meeting of the Spirit board of directors on October 29, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion dated October 29, 2023, that as of such date and based upon

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and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of Spirit common stock (other than the shares held by Spirit, Realty Income and Merger Sub and any direct or indirect wholly owned subsidiary of Realty Income (other than Merger Sub) or Spirit (collectively, the “Excluded Shares”).
The full text of the written opinion of Morgan Stanley, dated as of October 29, 2023, sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex C and is incorporated herein by reference. You are encouraged to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered for the benefit of the Spirit board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the Exchange Ratio pursuant to the Merger Agreement to the holders of shares of Spirit common stock (other than the holders of the Excluded Shares). Morgan Stanley’s opinion did not address any other aspect of the Merger or related transactions or any implications thereof, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Spirit common stock or shares of Realty Income common stock would trade at any time, or any compensation or compensation agreements arising from (or relating to) the Merger which benefit any officer, director or employee of Spirit, or any class of such persons, relative to the consideration to be received by the holders of shares of Spirit common stock in the transaction (other than the holders of the Excluded Shares). The opinion was addressed to, and rendered for the benefit of, the Spirit board of directors and was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Spirit common stock or any holder of shares of Realty Income common stock as to how to vote or act on any matter with respect to the Merger or related transactions, or any other action with respect to the transactions contemplated by the Merger Agreement, including the Merger.
For a further discussion of Morgan Stanley’s opinion, see the section entitled “The Merger — Opinion of Spirit’s Financial Advisors — Opinion of Morgan Stanley & Co. LLC” of this proxy statement/prospectus and Annex C.
Interests of Realty IncomeSpirit Directors and Executive Officers in the Merger (See page 78)
Pursuant to the Merger Agreement, at the effective time of the Merger, two members of the VEREIT board of directors will be appointed to the Realty Income board of directors. Following the consummation of the Mergers, the Realty Income board of directors is expected to have                 members, with Mr. Michael D. McKee continuing as the non-executive chairman of the Realty Income board of directors.
The current senior leadership team of Realty Income is not expected to change as a result of the Merger. Accordingly, at the effective time of the Merger, the senior leadership team of Realty Income is expected to include Mr. Sumit Roy as president and chief executive officer, Ms. Christie B. Kelly as executive vice president, chief financial officer and treasurer, Mr. Neil M. Abraham as executive vice president and chief strategy officer, Mr. Mark E. Hagan as executive vice president and chief investment officer, Ms. Michelle Bushore as executive vice president, chief legal officer, general counsel and secretary, and Mr. Sean P. Nugent as senior vice president and controller.
Interests of VEREIT Directors and Executive Officers in the Merger (See page 78)65)
In considering the recommendation of the VEREITSpirit board of directors to approve the VEREIT Merger Proposal, VEREITSpirit stockholders should be aware that VEREIT’sSpirit’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of VEREITSpirit stockholders generally, including potential severance benefits, treatment of outstanding VEREITSpirit equity awards in connection with the Merger, potential appointment to the Realty Income board of directors, and rights to ongoing indemnification and insurance coverage. The VEREITSpirit board of directors was aware of those interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve and declare advisable the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger), and in recommending to VEREITSpirit stockholders that the VEREIT Merger Proposal be approved.
Accounting Treatment (See page 85)69)
Realty Income and VEREITSpirit prepare their financial statements, respectively, in accordance with accounting principles generally accepted in the United States (which we refer to as “GAAP”).GAAP. The MergersMerger will be accounted for by applying the purchaseacquisition method of accounting, with Realty Income treated as the acquiror. For more information, see “The MergersThe Merger — Accounting Treatment.Treatment.

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Regulatory Approvals (See page 85)70)
In connection with the issuance of Realty Income common stock in the Merger, pursuant to the Merger Agreement, as a condition to the closing of the Merger, Realty Income must file a registration statement with the SEC under the Securities Act, of which this joint proxy statement/prospectus forms a part, that is declared effective by the SEC.
Pursuant to the terms and conditions of the Merger Agreement, until January 29, 2022, Realty Income will not be obligated to consummate the Mergers unless the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless Realty Income elects (in its sole discretion) to abandon the Spin-Off and waive the Spin-Off Condition.

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Closing; Effective Time of the MergersMerger (See page 90)73)
Realty Income and VEREITSpirit expect to complete the MergersMerger in the fourthfirst quarter of 2021.2024. However, the Mergers areMerger is subject to various conditions, and it is possible that factors outside the control of Realty Income and VEREITSpirit could result in the MergersMerger being completed at a later time, or not at all. There may be a substantial amount of time between the respective Realty Income special meeting and VEREITSpirit special meeting and the completion of the Mergers.Merger. Realty Income and VEREITSpirit expect to complete the MergersMerger as soon as reasonably practicable following the satisfaction of all applicable conditions.
Pursuant to the terms of the Merger Agreement, until January 29, 2022, Realty Income will not be obligated to consummate the Mergers unless the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless that condition is otherwise waived. The Spin-Off, like the Mergers, will be subject to various conditions, including factors outside of the control of Realty Income and VEREIT, which could delay the Spin-Off and thus may delay the consummation of the Mergers.
Conditions to Completion of the MergersMerger (See pages 104)84)
As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, the completion of the MergersMerger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

receipt of the requisite approvals of Realty Income stockholders and VEREITSpirit stockholders;

the approval for listing on the NYSE of shares of Realty Income common stock to be issued or reserved for issuance in connection with the Mergers;Merger;

the SEC having declared effective the registration statement of which this joint proxy statement/prospectus forms a part;

the absence of an injunction or law prohibiting the Mergers;Merger;

the correctness of all representations and warranties made by the parties in the Merger Agreement and performance by the parties of their obligations under the Merger Agreement (subject in most cases to materiality or material adverse effect qualifications), and receipt of an officer’s certificate from each party attesting thereto;

compliance by all parties with their respective obligations under the Merger Agreement (subject to customary materiality qualifiers);

receipt by each of Realty Income and VEREITSpirit of an opinion to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

the receipt by each of Realty Income and VEREITSpirit of an opinion regarding such other party’s qualification as a REIT.
In addition, pursuant to the terms and conditions of the Merger Agreement, until January 29, 2022, Realty Income will not be obligated to consummate the Mergers unless the Spin-Off is ready, in all respects, to

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be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless that condition is otherwise waived.
We cannot be certain when, or if, the conditions to the MergersMerger will be satisfied or waived, or that the MergersMerger will be completed.
No Solicitation (See page 105)85)
Realty Income and VEREIT areSpirit is subject to a customary “no-shop” provision that requires themit to, subject to certain exceptions, refrain from, and to cease discussions or solicitations with respect to, alternate transactions and subjects themit to certain restrictions in considering and negotiating alternate transactions. If either of the partiesSpirit receives an unsolicited written bona fide written acquisition proposal with respect to such party and if such party’sthe Spirit board of directors determinesconcludes in good faith, after consultation with outside legal counsel and financial advisors, that such acquisition proposal constitutes or is reasonably likely to result in a Superior Proposal (as hereinafter defined), the receiving partySpirit may provide nonpublic information to the proposing party and engage in discussions or negotiations with the party making such a proposal. Each party shallSpirit will promptly notify the other partyRealty Income of any proposal for an alternative transaction within 24 hours and provide the other partyRealty Income with a copy of such proposal.
Permitted Change in Recommendation (See page 106)87)
In response to a Superior Proposal, the Spirit board of directors of the party receiving such a proposal may change its recommendation with respect to such party’sSpirit’s stockholder vote, and such partySpirit may terminate the Merger Agreement in order to accept such proposal (subject to payment of a specified termination fee). Prior to effecting such change or termination, the Spirit board of directors of the party receiving the Superior Proposal must provide the other partyRealty Income with notice, reasons for such action and four business days of good faith negotiations to counter such proposal.proposal (provided that such four business day period shall be shortened to three business days in certain circumstances).

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Termination of the Merger Agreement (See page 107)88)
The Merger Agreement may be terminated prior to the effective time of the Merger,Effective Time, whether before or after the required approvalsreceipt of approval of the Realty IncomeMerger by the Spirit stockholders and VEREIT stockholders areis obtained:

by mutual written consent of Realty Income and VEREIT;Spirit;

by either Realty Income or VEREIT,Spirit, if the Mergers areMerger is not consummated on or before AprilJuly 29, 2022,2024, provided that such right to terminate will not be available to any party whose material breach of any provision of the Merger Agreement has been the primary cause of such delay;

by either Realty Income or VEREIT,Spirit, if any governmental entity of competent jurisdiction issues a final and nonappealable order, decree or ruling or takes any other action that permanently enjoins or otherwise prohibits the Mergers,Merger, provided that such right to terminate will not be available to any party whose material breach of any provision of the Merger Agreement has been the primary cause of such action;

by either Realty Income or VEREIT,Spirit, if the required approvalsapproval of either the Realty IncomeSpirit stockholders or the VEREIT stockholders areis not obtained upon a vote thereon at the duly convened Realty Income special meeting or VEREITSpirit special meeting, provided that such right to terminate will not be available to any party whoseSpirit if material breach of its obligations under the Merger Agreement to seek stockholder approval has been the primary cause of such failure;

by either Realty Income or VEREIT,Spirit, if there is a breach of the representations or covenants of the other party that would result in the failure of the related closing condition to be satisfied, subject to a cure period, provided that such right to terminate will not be available to any party that has itself materially breached its representations or covenants and such breach would result in the failure of the related closing condition to be satisfied;

by Realty Income, if the VEREITSpirit board of directors changes its recommendation in favor of the Mergers, fails to reaffirm its recommendation, or recommends a competing Acquisition Proposal (or fails to recommend against a competing proposal);

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by VEREIT, if Realty Income’s board of directors changes its recommendation in favor of the Mergers,Merger, fails to reaffirm its recommendation, or recommends a competing Acquisition Proposal (or fails to recommend against a competing proposal); or

by VEREIT,Spirit, to enter into a Superior Proposal (subject to compliance with the provisions of the Merger Agreement regarding non-solicitation of acquisition proposals), provided that the Merger Agreement may not be so terminated unless the termination fee discussed below has been paid in full substantially concurrently with such termination.
Expenses and Termination Fee and Expense Reimbursement (See page 107)89)
Generally, all fees and expenses incurred in connection with the MergersMerger and the transactions contemplated by the Merger Agreement will be paid by the party incurring those expenses, subject to certain exceptions. For more information, see “The Mergers — The Merger Agreement — Fees and Expenses.Expenses.” The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances:

VEREITSpirit may be obligated to pay a termination fee to Realty Income of $365.0 million, except that in certain circumstances the termination fee will be $195.0$173.97 million if (1) a third party submits a Qualified Proposal (as defined in the Merger Agreement) prior to May 29, 2021 and (2) prior to June 13, 2021, (i) VEREITSpirit terminates the Merger Agreement to enter into an agreement with respect to a Superior Proposal, or (ii) Realty Income terminates the Merger Agreement following a change of recommendation by the VEREITSpirit board of directors;

Realty Income may be obligated to pay adirectors, except that, in certain circumstances, the termination fee to VEREIT of $838.0will be $93.68 million; and

each partySpirit may be obligated to pay the other partyto Realty Income up to $25.0 million as expense reimbursement.reimbursement, which would be credited against, and not additional to, any termination fee described above that may be owed.
The amount payable above may be reduced to the extent necessary to maintain the recipient’s qualification as a REIT under the Code. For more information, see “The Mergers — The Merger Agreement — Termination of the Merger Agreement.Agreement.
No Appraisal or Dissenters’ Rights (See page 87)71)
Under Maryland law, the holders of VEREIT common stock and Realty Income common stock, respectively,Spirit stockholders are not entitled to appraisal or dissenters’ rights in connection with the Merger. For more information, see “The MergersThe Merger — No Appraisal or Dissenters’ Rights.Rights.

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Material U.S. U.S. Federal Income Tax Consequences of the Merger (See page 113)92)
Realty Income and VEREITSpirit intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The closing of the Merger is conditioned on the receipt by each of Realty Income and VEREITSpirit of an opinion from its respective counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Merger qualifies as a reorganization, U.S. holders (as defined in “MaterialMaterial U.S. Federal Income Tax Consequences”Consequences) of shares of VEREITSpirit common stock are not expected to recognize gain or loss as a result of the Merger (except with respect to the receipt of cash in lieu of fractional shares of Realty Income common stock).
For further discussion of certain U.S. federal income tax consequences of the Merger and the ownership and disposition of Realty Income common stock, see “MaterialMaterial U.S. Federal Income Tax Consequences —  Material U.S. Federal Income Tax Consequences of the Merger”Merger and “Material U.S. Federal Income Tax Consequences — “— Material U.S. Federal Income Tax Considerations Regarding Realty Income’s Taxation as a REIT.”
Material UREIT.S. Federal Income Tax Consequences of the OfficeCo Distribution (See page 115)
While the Merger generally is not expected to result in the recognition of gain or loss for stockholders of either VEREIT or Realty Income for U.S. federal income tax purposes, the distribution of shares of OfficeCo common stock in the OfficeCo Distribution, if consummated, is expected to be treated as a taxable distribution to Realty Income stockholders (which would include the former VEREIT stockholders that received Realty

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Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo Distribution) for U.S. federal income tax purposes. An amount equal to the fair market value of the shares of OfficeCo common stock received by a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock in the OfficeCo Distribution is expected to generally be treated as a taxable dividend to the extent of the U.S. holder’s ratable share of any current or accumulated earnings and profits of Realty Income allocable to the OfficeCo Distribution, with the excess treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in Realty Income common stock and any remaining excess treated as capital gain.
The particular consequences of the OfficeCo Distribution to each Realty Income stockholder will depend on such holder’s particular facts and circumstances, and thus you are urged to consult your tax advisor regarding the consequences to you of the OfficeCo Distribution in your specific circumstances. For more information, see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the OfficeCo Distribution.”
The Realty IncomeSpirit Special Meeting (See page 137)115)
The Realty IncomeSpirit special meeting will be held virtually at www.proxydocs.com/SRC, at 9:00 a.m., at                 , PacificCentral Time, on , 2021.January 19, 2024. You may vote at the Realty IncomeSpirit special meeting if you owned shares of Realty IncomeSpirit common stock at the close of business on , 2021,December 19, 2023, the record date for the Realty IncomeSpirit special meeting. On that date,As of December 14, 2023, there were 141,552,606 shares of Realty IncomeSpirit common stock outstanding and entitled to vote. You may cast one vote for each share of Realty Income common stock that you owned on that date.
At the Realty Income special meeting, Realty Income stockholders will be asked to consider and vote upon:

the Realty Income Issuance Proposal; and

the Realty Income Adjournment Proposal.
The approval of the Realty Income Issuance Proposal is a condition to the completion of the Mergers.
The Realty Income Issuance Proposal requires approval by the affirmative vote of the majority of the votes cast by Realty Income common stockholders, in person or by proxy, at the Realty Income special meeting, assuming a quorum is present. The Realty Income Adjournment Proposal requires approval by the affirmative vote of the majority of the votes cast by Realty Income common stockholders, in person or by proxy, at the Realty Income special meeting, assuming a quorum is present.
On the record date, approximately    % of the outstanding shares of Realty Income common stock was held by Realty Income directors and executive officers and their affiliates. Realty Income currently expects that the Realty Income directors and executive officers will vote their shares in favor of the Realty Income Issuance Proposal and the Realty Income Adjournment Proposal, although none has entered into any agreements obligating them to do so.
The Realty Income board of directors unanimously recommends that Realty Income stockholders vote “FOR” all of the proposals set forth above. For more information, see “The Realty Income Special Meeting.”
The VEREIT Special Meeting (See page 142)
The VEREIT special meeting will be held virtually at                 , at                 , Eastern Time, on                 , 2021. You may vote at the VEREIT special meeting if you owned VEREIT common stock at the close of business on                 , 2021, the record date for the VEREIT special meeting. On that date, there were                 shares of VEREIT common stock outstanding and entitled to vote.outstanding. Each share of VEREITSpirit common stock is entitled to cast one vote on all matters that come before the VEREITSpirit special meeting. Holders of record of Spirit Series A preferred stock on the record date are entitled to notice of, but may not vote at, the Spirit special meeting.
At the VEREITSpirit special meeting, common stockholders of VEREITSpirit will be asked to consider and vote upon:

the VEREIT Merger Proposal;

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the VEREIT Compensation Proposal; and

the VEREIT Adjournment Proposal.
The approval of the VEREIT Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of VEREITSpirit common stock. The approval of the VEREIT Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of VEREITSpirit common stock, in person (virtually) or by proxy, at the VEREITSpirit special meeting, assuming a quorum is present. The VEREIT Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of VEREITSpirit common stock, in person (virtually) or by proxy, at the VEREITSpirit special meeting, assuming a quorum is present.
On the record date, approximately    %As of December 14, 2023, less than 1% of the outstanding shares of VEREITSpirit common stock waswere held by VEREITSpirit directors and executive officers and their affiliates. VEREITSpirit currently expects that the directors and executive officers of VEREITSpirit will vote their shares in favor of the VEREIT Merger Proposal, the VEREIT Compensation Proposal and the VEREIT Adjournment Proposal, although none has entered into any agreements obligating them to do so.
The VEREITSpirit board of directors unanimously recommends that VEREITSpirit stockholders vote “FOR” all of the proposals set forth above. For more information, see “The VEREITThe Spirit Special Meeting.Meeting.
The Spin-Off (See page 169)
In the event the Spin-Off is consummated, Realty Income will distribute pro rata to its common stockholders, including legacy Realty Income common stockholders and legacy VEREIT common stockholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo Distribution, all of the outstanding shares of common stock of OfficeCo. The Spin-Off, if consummated, is expected to occur on the first business day following the closing of the Merger.
In connection with the Spin-Off, Realty Income and VEREIT intend to enter into all agreements necessary to effectuate the Spin Off, including the Separation and Distribution Agreement (as defined in this joint proxy statement/prospectus), in each case, on the terms and subject to the conditions of the Merger Agreement.
Pursuant to the terms and conditions of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off. However, if this condition is not satisfied or waived by January 29, 2022, Realty Income will be automatically deemed to have waived this condition (and at that point, assuming all other conditions to closing have been satisfied, the parties will be obligated to close the Mergers, regardless of whether the Spin-Off is ready to be consummated). In addition, Realty Income may, in its sole discretion, waive this condition, and thus consummate the Mergers without completing the Spin-Off.
Pursuant to the terms and conditions of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off (the “Spin-Off Condition”). However, Realty Income may, in its sole discretion, waive the Spin-Off Condition at any time, and the Spin-Off Condition shall be deemed to be automatically waived on January 29, 2022. In addition, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, determine or, in certain cases, amend, the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), the scope and nature of the reorganization plan, the terms of the separation and distribution agreement, and the scope of transition services, if any, to be provided by Realty Income following the Spin-Off. Subject to the terms and conditions of the Merger Agreement, Realty Income also may, after consultation with and good faith consideration of any comments from VEREIT, alternatively seek to sell some or all of the OfficeCo Properties to third parties in connection with the closing of the Merger, and the parties may otherwise sell certain properties that would

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have otherwise been included in the OfficeCo Properties during the pendency of the Merger. Accordingly, the specific size and composition of the OfficeCo Properties, the nature of the Spin-Off, and the occurrence of the Spin-Off promptly following the Mergers, if at all, are all subject to change, and there can be no assurances that the Spin-Off will be consummated on the terms contemplated in this joint proxy statement/prospectus, or at all.
Rights of VEREITSpirit Stockholders Will Change as a Result of the MergersMerger (See page 181)171)
VEREITSpirit stockholders will have different rights once they become stockholders of Realty Income, due to differences between the governing documents of Realty Income and VEREIT.Spirit. These differences are described in detail under “ComparisonComparison of Rights of Realty Income Stockholders and VEREIT Stockholders.Spirit Stockholders.
 
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EQUIVALENT AND COMPARATIVE PER SHARE INFORMATION
The following table sets forth, for the three months ended March 31, 2021 and the year ended December 31, 2020, selected per share information for Realty Income common stock on a historical and pro forma combined basis and for VEREIT common stock on a historical and pro forma equivalent basis. You should read the table below together with the historical consolidated financial statements and related notes of Realty Income and VEREIT contained in their respective Quarterly Reports on Form 10-Q for the period ended March 31, 2021 and Annual Reports on Form 10-K for the year ended December 31, 2020, all of which are incorporated by reference into this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”
The Realty Income pro forma combined earnings per share were calculated using the methodology as described above under the heading “Unaudited Pro Forma Condensed Combined Financial Statements Giving Effect to the Mergers,” and are subject to all the assumptions, adjustments and limitations described thereunder. The unaudited pro forma combined condensed balance sheet data gives effect to the Mergers, as indicated, as if they had occurred on March 31, 2021. The unaudited pro forma combined statements of operations data gives effect to the Mergers, as if they had become effective at January 1, 2020, based on the most recent valuation data available. The unaudited pro forma combined statements of operations data does not give effect to the Spin-Off because, pursuant to the terms of the Merger Agreement, Realty Income and VEREIT have broad discretion to amend the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), Realty Income and VEREIT may alternatively seek to sell some or all of the OfficeCo Properties, and Realty Income may elect not to pursue the Spin-Off at all. Please refer to Note 6 of the unaudited pro forma condensed combined financial statements for information related to the OfficeCo Properties and the potential Spin-Off or sale of some or all of the OfficeCo Properties. The VEREIT pro forma equivalent per common share amounts were calculated by multiplying the Realty Income pro forma combined per share amounts by the exchange ratio of 0.705. You should not rely on the pro forma amounts as being indicative of the financial position or results of operations of Realty Income that actually would have occurred had the Mergers been completed as of the date indicated above, nor is it necessarily indicative of the future operating results or financial position of the Realty Income.
Realty IncomeVEREIT
Historical
Pro Forma
for Merger
Historical
Pro Forma
for Merger
Three
Months
Ended
March
31,
2021
Year Ended
December
31,
2020
Three
Months
Ended
March
31,
2021
Year Ended
December
31,
2020
Three
Months
Ended
March
31,
2021
Year Ended
December
31,
2020
Three
Months
Ended
March
31,
2021
Year Ended
December
31,
2020
Book earnings per share$0.26$1.15$0.28$0.48$0.50$0.72$0.20$0.34
Diluted earnings per share$0.26$1.14$0.28$0.48$0.50$0.72$0.20$0.34
Cash dividends declared per share$0.70$2.80$0.70(1)$2.80(1)$0.46$1.84$0.50(2)$1.97
Book value per share (period end)$30.88$42.50$29.43$29.96
(1)
Dividends are declared and paid at the discretion of the Realty Income board of directors. The Realty Income board of directors may change Realty Income’s dividend policy at any time and there can be no assurance as to amount or timing of dividends in the future.
(2)
Dividends are declared and paid at the discretion of the VEREIT board of directors. The VEREIT board of directors may change VEREIT’s dividend policy at any time and there can be no assurance as to amount or timing of dividends in the future.

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RISK FACTORS
In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “CautionaryCautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with each of the businesses of Realty Income and VEREITSpirit because these risks will also affect Realty Income following completion of the transactions. These risks can be foundFor further discussion of factors that could materially affect the outcome of these forward-looking statements, see “Risk Factors” in Item 1A of the respective QuarterlyAnnual Reports on Form 10-Q10-K for the quarteryear ended MarchDecember 31, 2021 of Realty Income2022, as updated by Realty’s and VEREIT,Spirit’s subsequent filings under the Exchange Act, each of which is filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “WhereWhere You Can Find More Information.Information.
Risks Relating to the MergersMerger
The MergersMerger may not be completed on the terms or timeline currently contemplated, or at all. all. Completion of the MergersMerger is subject to many conditions and if these conditions are not satisfied or waived, the MergersMerger will not be completed, which could adversely affect the businesses of Realty Income or VEREIT,Spirit, and, in certain circumstances, result in the requirement that Realty Income or VEREITSpirit pays a certain termination fee.
The completion of the MergersMerger is subject to certain conditions, including: (1) approval by Realty Income’sSpirit’s common stockholders of the Realty Income Issuance Proposal, and VEREIT’s common stockholders of the VEREIT Merger Proposal; (2) approval for listing on the NYSE of Realty Income common stock and Realty Income Series A preferred stock to be issued in the MergersMerger or reserved for issuance in connection therewith; (3) no injunction or law prohibiting the Mergers;Merger; (4) accuracy of each party’s representations, subject in most cases to materiality or material adverse effect qualifications; (5) material compliance with each party’s covenants; (6) receipt by each of Realty Income and VEREITSpirit of an opinion to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; (7) receipt by VEREITSpirit of an opinion that Realty Income qualifies as a REIT under the Code and receipt by Realty Income of an opinion that VEREITSpirit qualifies as a REIT under the Code; and (8) effectiveness of the registration statement of which this joint proxy statement/prospectus is a part.
In addition, Realty Income will not be obligated to consummate the Mergers before January 29, 2022 unless the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger. If this condition is not satisfied or waived by Realty Income by January 29, 2022, and all other conditions to closing have been satisfied, the parties will be obligated to close the Mergers, regardless of whether the Spin-Off is ready to be consummated. In addition, Realty Income or VEREITSpirit may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Mergers areMerger is not completed by AprilJuly 29, 2022.2024.
Neither Realty Income nor VEREITSpirit can provide assurance that these conditions to completing the MergersMerger will be satisfied or waived, and accordingly, that the MergersMerger will be completed on the terms or timeline that the parties anticipate or at all.
Failure to consummate the MergersMerger may adversely affect Realty Income’s and/or VEREIT’sSpirit’s results of operations, financial condition and business prospects for many reasons, including, among others: (i) Realty Income and VEREITSpirit will have incurred substantial costs relating to the Mergers,Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the Mergers,Merger, which could adversely affect their respective financial conditions, results of operations and ability to make distributions to their respective stockholders and to pay the principal of and interest on its debt securities and other indebtedness; (ii) the Mergers,Merger, whether or not they close,it closes, will divert the attention of the management of each of Realty Income and VEREITSpirit instead of enabling them to more fully pursue other opportunities that could be beneficial to the companies, in each case, without realizing any of the benefits of having completed the Mergers or the other transactions contemplated by the Merger Agreement;Merger; and (iii) any reputational harm due to the adverse perception of any failure to successfully complete the Mergers.Merger. In addition, if the Merger Agreement is terminated under certain circumstances specified therein, Realty Income or VEREITSpirit may be required to pay the other partyRealty Income a termination fee and/or an expense reimbursement fee, as more fully described in “The Mergers — The Merger Agreement.Agreement — Termination of the Merger Agreement.

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The Exchange Ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Realty Income or VEREIT.Spirit.
At the effective time of the Merger,Effective Time, each share of VEREITSpirit common stock issued and outstanding will be converted into the right to receive 0.7050.762 newly issued shares of Realty Income common stock, with cash paid in lieu of fractional shares.

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The Exchange Ratio is fixed in the Merger Agreement and, while it will be adjusted in certain limited circumstances, including a recapitalization, stock or unit split, stock or unit dividend or other distribution, reclassification, combination or exchange offer of shares or other similar transaction involving Realty Income or VEREIT,Spirit, the Exchange Ratio will not be adjusted for changes in the market price of either Realty Income common stock or VEREITSpirit common stock. Changes in the price of Realty Income common stock prior to the Merger will affect the market value of the Merger consideration that VEREITSpirit common stockholders will receive at the closing of the Merger. Stock price changes may result from a variety of factors (many of which are beyond the control of Realty Income and VEREIT)Spirit), including the following factors:

changes in the respective businesses, operations, assets, liabilities and prospects of either company;

changes in market assessments of the business, operations, financial position and prospects of either company;

market assessments of the likelihood that the MergersMerger will be completed;

interest rates, general market and economic conditions and other factors generally affecting the price of Realty Income common stock and VEREITSpirit common stock;

federal, state and local legislation, governmental regulation and legal developments in the businesses in which Realty Income and VEREITSpirit operate; and

other factors beyond the control of Realty Income or VEREIT,Spirit, including those described under this heading “Risk Factors.Risk Factors.
The price of Realty Income common stock at the closing of the Merger may vary from its price on the date the Merger Agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the Spirit special meetings of Realty Income and VEREIT.meeting. As a result, the market value of the Merger consideration represented by the Exchange Ratio will also vary. For example, based on the range of closing prices of Realty Income common stock during the period from April 28, 2021,October 27, 2023, the last trading day before public announcement of the Merger, through , 2021,December 14, 2023, the latest practicable date before the date of this joint proxy statement/prospectus, the Exchange Ratio of 0.7050.762 represented a market value per share of VEREITSpirit common stock ranging from a low of $$35.22 to a high of $     .$44.06.
Because the Merger will be completed after the date of the Spirit special meetings,meeting, at the time of yourthe Spirit special meeting, you will not know the exact market value of the Realty Income common stock that VEREITSpirit stockholders will receive upon completion of the Merger, which may itself involve certain risks, including:

if the price of Realty Income common stock increases between the date the Merger Agreement was signed or the date of the VEREITSpirit special meeting and the closing of the Merger, VEREITSpirit stockholders will receive shares of Realty Income common stock that have a market value upon completion of the Merger that is greater than the market value of such shares calculated pursuant to the Exchange Ratio on the date the Merger Agreement was signed or on the date of the VEREITSpirit special meeting, respectively; and

if the price of Realty Income common stock declines between the date the Merger Agreement was signed or the date of the VEREITSpirit special meeting and the closing of the Merger, including for any of the reasons described above, VEREITSpirit stockholders will receive shares of Realty Income common stock that have a market value upon completion of the Merger that is less than the market value of such shares calculated pursuant to the Exchange Ratio on the date the Merger Agreement was signed or on the date of the VEREITSpirit special meeting, respectively.
Therefore, while the number of shares of Realty Income common stock to be issued per share of VEREITSpirit common stock is fixed, VEREITSpirit stockholders cannot be sure of the market value of the consideration they will receive upon completion of the Merger.
Realty Income and Spirit stockholders will be significantly diluted by the Merger.
The Merger will significantly dilute the ownership position of Realty Income common stockholders and result in Spirit stockholders having an ownership stake in Realty Income that is smaller than their
 
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Realty Income and VEREIT stockholders will be significantly diluted by the Mergers.
The Mergers will significantly dilute the ownership position of Realty Income stockholders and result in VEREIT stockholders having an ownership stake in Realty Income that is smaller than their current stake in VEREIT.Spirit. Upon completion of the Mergers,Merger, based on the shares of Realty Income common stock and VEREITSpirit common stock outstanding as of the record date of the Merger Agreement, we estimate that legacy Realty Income stockholders will own approximately 70%87% of the issued and outstanding shares of Realty Income common stock, and legacy VEREITSpirit stockholders will own approximately 30%13% of the issued and outstanding shares of Realty Income common stock. Additionally, becauseIn addition, as a result of the Merger, Realty Income is issuing shareswill issue one share of Realty Income commonSeries A preferred stock to certain holders of VEREIT OP common units in the Partnership Merger,for each outstanding share of Spirit Series A preferred stock, which, under certain circumstances, may be converted into Realty Income common stock after the completionstock. For more information, see “Description of the Mergers will represent a smaller percentage of the voting power of Realty Income than if such shares of common stock had not been issued in the Partnership Merger.Capital Stock — Preferred Stock.” Realty Income may also issue additional shares of common stock (including in connection with the settlement of existing or future forward sale agreements) or preferred stock in the future, which would create further dilution. Consequently, Realty Income stockholders and VEREITSpirit stockholders, as a general matter, will have less influence over the management and policies of Realty Income after the effective time of the MergerEffective Time than they currently exercise over the management and policies of Realty Income and VEREIT,Spirit, respectively.
The Merger Agreement contains provisions that could discourage a potential competing acquiror of either Realty Income or VEREITSpirit or could result in any competing proposal being at a lower price than it might otherwise be.
The Merger Agreement contains provisions that, subject to limited exceptions, restrict the ability of each of Realty Income and VEREITSpirit to initiate, solicit, knowingly encourage or facilitate any inquiries or the making of competing third-party proposals to effect, among other things, a merger, reorganization, share sale, share exchange, asset sale, consolidation, business combination, recapitalization liquidation, dissolution or similar transaction involving any purchase or sale of 20% or more of the consolidated assets of Realty Income or VEREIT.Spirit and its subsidiaries. In addition, either Realty Income or VEREIT generally has an opportunity to offer to modify the terms of the Merger Agreement in response to any competing “acquisition proposal” that may be made to the other partySpirit before the Spirit board of directors of such other party may withdraw or modify its recommendation in response to such competing acquisition proposal or may terminate the Merger Agreement to enter into such a competing acquisition proposal. In some circumstances, on termination of the Merger Agreement, one of the partiesSpirit may be required to pay a substantial termination fee and/or expense reimbursement fee to the other party.Realty Income. For more information, see “The Mergers — The Merger Agreement —  Termination of the Merger Agreement — Termination Fee and Expense Reimbursement.Reimbursement.
These provisions could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Realty Income or VEREITSpirit from considering or proposing such an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received or realized in the Mergers,Merger, or might result in a potential competing acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and/or expense reimbursement fee that may become payable in certain circumstances under the Merger Agreement.
The pendency of the MergersMerger could adversely affect the business and operations of Realty Income and VEREIT.Spirit.
In connection with the pending Mergers,Merger, some clients of each of Realty Income and VEREITSpirit may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of Realty Income and VEREIT,Spirit, regardless of whether the Mergers areMerger is completed, and of the combined company, if the Merger is completed. Similarly, current and prospective employees of Realty Income and VEREITSpirit may experience uncertainty about their future roles with Realty Income following the Mergers,Merger, which may materially adversely affect the ability of each of Realty Income and VEREITSpirit to attract and retain key personnel during the pendency of the Mergers.Merger. In addition, due to operating covenants in the Merger Agreement, each of Realty Income and VEREITSpirit may be unable (without the other party’s prior written consent), during the pendency of the Mergers,Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.
Some of the directors and executive officers of Spirit have interests in the Merger that are different from, or in addition to, those of the other Spirit stockholders.
Certain of the directors and executive officers of Spirit have interests in the Merger that may be different from, or in addition to, other Spirit stockholders. For more information, see “The Merger — Interests of Spirit Directors and Executive Officers in the Merger.”
 
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Some of the directors and executive officers of Realty Income and directors and executive officers of VEREIT have interests in the Mergers that are different from, or in addition to, those of the other Realty Income stockholders and VEREIT stockholders.
Certain of the directors and executive officers of Realty Income and directors and executive officers of VEREIT have interests in the Mergers that may be different from, or in addition to, other Realty Income stockholders and VEREIT stockholders, respectively. For more information, see “The Mergers — Interests of Realty Income Directors and Executive Officers in the Mergers” and “The Mergers — Interests of Realty Income Directors and Executive Officers in the Mergers.”
If the Mergers areMerger is not consummated by AprilJuly 29, 2022 (unless extended under certain circumstances),2024, either Realty Income or VEREITSpirit may terminate the Merger Agreement.
Either Realty Income or VEREITSpirit may terminate the Merger Agreement if the Mergers haveMerger has not been consummated by AprilJuly 29, 2022.2024. However, this termination right will not be available to a party if that party failed to comply withwho has materially breached any provisionrepresentation, warranty, covenant, or other agreement under the Merger Agreement and that failurematerial breach was the primary cause of, or resulted in, the failure of the Merger to consummate the Mergers.occur on or before July 29, 2024. For more information, see “The Mergers — The Merger Agreement — Termination of the Merger Agreement — Termination Fee and Expense Reimbursement.Reimbursement.” Any termination of the Merger Agreement may adversely affect Realty Income'sIncome’s or VEREIT'sSpirit’s results of operations, financial condition and business.business for many reasons, including those discussed elsewhere under this heading “Risk Factors.
If the Merger does not qualify as a reorganization, there may be adverse tax consequences.
The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. The closing of the Merger is conditioned on the receipt by each of Realty Income and VEREITSpirit of an opinion of its respective counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. However, such opinions are not binding on the Internal Revenue Service.Service (the “IRS”). If the Merger were to fail to qualify as a reorganization, then each VEREITSpirit stockholder generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the shares of Realty Income common stock and cash in lieu of any fractional share of Realty Income common stock received by the VEREITSpirit stockholder in the Merger; and (ii) the VEREITSpirit stockholder’s adjusted tax basis in its VEREITSpirit common stock. In addition, failure of the Merger to qualify as a reorganization may damage Realty Income'sIncome’s reputation and have other adverse impacts on Realty Income.
The Merger and related transactions are subject to approval by stockholders of both Realty Income and VEREIT.
In order for the Merger to be completed, VEREIT common stockholders must approve the VEREIT Merger Proposal, which requires the affirmative vote of the holders of at least a majority of the outstanding shares of VEREIT common stock entitled to vote on such proposal. In addition, Realty Income common stockholders must approve the issuance of Realty Income common stock in the Merger by an affirmative vote of the holders of at least a majority of the votes cast by the holders of Realty Income common stock, in person or by proxy, at the Realty Income special meeting. This approval is required under applicable NYSE rules in order for Realty Income to be authorized to issue the shares of Realty Income common stock to VEREIT stockholders as part of the merger consideration.
An adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of Realty Income and VEREITSpirit and their ability to consummate the transactions contemplated by the Merger Agreement.
Transactions like the MergersMerger are frequently the subject of litigation or other legal proceedings, including actions alleging that either parties’party’s board of directors breached their respective duties to their stockholders or other equity holders by entering into the Merger Agreement, by failing to obtain a greater value in the transaction for their stockholders or other equity holders or otherwise, or any other actions or claims (contractual or otherwise) arising out of the Mergers, Spin-Off, the potential sale of OfficeCo Properties,Merger or the transactions related thereto. If litigation or other legal proceedings are brought against Realty Income, VEREITSpirit or their respective boards of directors or subsidiaries in connection with the Merger Agreement, or the transactions contemplated thereby, the respective parties to the proceeding intend to defend against it but they might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even

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if successful, could have a material adverse effect on Realty Income’s or VEREIT’sSpirit’s ability to consummate the MergersMerger or their respective business, results of operation or financial position, including through the possible diversion of either company’s resources or distraction of key personnel.
Spirit stockholders will not have appraisal or dissenters’ rights in connection with the Merger.
Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.
Under Section 3-202(c) of the MGCL, holders of Spirit common stock and Spirit Series A preferred stock do not have the right to receive the appraised value of their shares in connection with the Merger because the Spirit Articles provide that stockholders are not entitled to exercise such rights unless the Spirit board of directors determines that such rights apply and because the Spirit common stock and Spirit Series A preferred stock are each listed on a national securities exchange. In addition, holders of Spirit Series A preferred stock do not have the right to receive the appraised value of their shares in connection with the Merger because such holders are not entitled to vote on the Merger Proposal.

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Risks Relating to Realty Income after Completion of the MergersMerger and the Transactions Contemplated by the Merger Agreement
Realty Income expects to incur substantial expenses related to the MergersMerger and the transactions contemplated by the Merger Agreement.
Realty Income expects to incur substantial expenses in completing the MergersMerger and integrating the business,businesses, operations, networks, systems, technologies, policies and procedures of Realty Income and VEREIT, as well as in the Spin-Off and the potential sale of some or all of the OfficeCo Properties.Spirit. There are a large number of systems that must be integrated or separated in connection with the Mergers, the Spin-Off or sale of OfficeCo Properties, and the other transactions contemplated by the Merger, Agreement, including leasing, billing, management information, purchasing, accounting and finance, information technology, operations, sales, payroll and benefits, fixed asset, lease administration and regulatory compliance. While Realty Income and VEREITSpirit have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. The expenses in connection with the MergersMerger and the transactions contemplated by the Merger Agreement are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.uncertain.
Following the Mergers,Merger, Realty Income may be unable to integrate the business of VEREIT successfully, consummate the Spin-Off, or sell the OfficeCo PropertiesSpirit successfully or realize the anticipated synergies and related benefits of the MergersMerger and the transactions contemplated by the Merger Agreement or to do so within the anticipated time frame.
The Mergers involveMerger involves the combination of two companies which currently operate as independent public companies. The Spin-Off or the potential sale of some or all of the OfficeCo Properties would involve the separation, reorganization and distribution of combined assets of two companies that currently operate as independent public companies. Realty Income will be required to devote significant management attention and resources to integrating the business practices and operations of VEREIT, and each of Realty Income and VEREIT will be required to devote significant management attention and resources to the Spin-Off and/or the potential sale of OfficeCo Properties.Spirit. Potential difficulties Realty Income VEREIT and OfficeCoSpirit may encounter in the integration process or in the Spin-Off or sale of OfficeCo Properties include the following:

the inability to successfully combine the businesses of Realty Income and VEREIT and separate the OfficeCo PropertiesSpirit in a manner that permits the combined company to achieve the cost savings anticipated to result from the Mergers,Merger, which would result in some anticipated benefits of the MergersMerger not being realized in the time frame currently anticipated or at all;

lost sales and clients as a result of certain clients of either of Realty Income or VEREITSpirit deciding not to do business with the combined company;

the complexities associated with managing the combined company out of multiple locations and integrating personnel from the two companies, as well as the potential complexities associated with the separation of personnel at OfficeCo and integrating personnel from Realty Income and VEREIT in OfficeCo;companies;

the additional complexities of combining two companies with different histories, regulatory restrictions, markets and customer bases;

the failure to retain key employees of either of the two companies;employees;

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the MergersMerger and the transactions contemplated by the Merger Agreement; and

performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the MergersMerger and integrating Realty Income’s and VEREIT’sSpirit’s operations.

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For all these reasons, you should be aware that it is possible that the integration process or the Spin-Off or sales of OfficeCo Properties could result in the distraction of Realty Income’s VEREIT’s or OfficeCo’sSpirit’s management, the disruption of the combined company’s or OfficeCo’s ongoing business or inconsistencies in the combined company’s or OfficeCo’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of the combined company or OfficeCo to maintain relationships with clients, customers, vendors, joint venture partners and employees or to achieve the anticipated benefits of the Mergers,Merger, or could otherwise adversely affect the business and financial results of the combined company or OfficeCo.company.
Following the MergersMerger and the transactions contemplated by the Merger Agreement, Realty Income or OfficeCo may be unable to retain key employees.
The success of Realty Income after the MergersMerger will depend in part upon its ability to retain key Realty Income and VEREIT employees. The success of OfficeCo after the Spin-Off will depend in part upon its ability to retain key Realty Income and VEREIT employees. Key employees may depart either before or after the Mergers or Spin-OffMerger because of issues relating to the

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uncertainty and difficulty of integration or separation or a desire not to remain with Realty Income or OfficeCo following the Mergers or Spin-Off.Merger. Accordingly, no assurance can be given that Realty Income, VEREITSpirit or, following the Mergers andMerger the transactions contemplated by the Merger Agreement, Realty Income or OfficeCocombined company will be able to retain key employees to the same extent as in the past.
Realty Income depends on key personnel for its future success, and the loss of key personnel or inability to attract and retain personnel could harm Realty Income’s business.
The members of the Realty Income board of directors and Realty Income’s executive officers will continue as the members of the board of directors and executive management of Realty Income. The future success of Realty Income depends in large part on its ability to hire and retain a sufficient number of qualified personnel. The future success of Realty Income also depends upon the service of Realty Income’s executive officers, who have extensive market knowledge and relationships and will exercise substantial influence over Realty Income’s operational, financing, acquisition and disposition activity. Among the reasons that they are important to Realty Income’s success is that each has a national or regional industry reputation that is expected to attract business and investment opportunities and assist Realty Income in negotiations with lenders, existing and potential clients and industry personnel.
Many of Realty Income’s other key executive personnel, particularly its senior managers, also have extensive experience and strong reputations in the industry. In particular, the extent and nature of the relationships that these individuals have developed with financial institutions and existing and prospective customers are critically important to the success of Realty Income’s business. The loss of services of one or more members of Realty Income’s senior management team, or Realty Income’s inability to attract and retain highly qualified personnel, could adversely affect Realty Income’s business, diminish Realty Income’s investment opportunities and weaken its relationships with lenders, business partners, existing and prospective customers and industry personnel, which could materially and adversely affect Realty Income.
The future results of Realty Income will suffer if Realty Income does not effectively manage its operations following the MergersMerger and the transactions contemplated by the Merger Agreement.
Following the Mergers,Merger, Realty Income may continue to expand its operations through additional acquisitions, development opportunities and other strategic transactions, some of which involve complex challenges. The future success of Realty Income will depend, in part, upon the ability of Realty Income to manage its expansion opportunities, which poses substantial challenges for Realty Income to integrate new operations into its existing business in an efficient and timely manner, to successfully monitor its operations, costs, regulatory compliance and service quality and to maintain other necessary internal controls. Realty Income cannot assure you that its expansion or acquisition opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
The trading prices of shares of the Realty Income common stock and OfficeCo commonRealty Income Series A preferred stock following the Mergers and the Spin-OffMerger may be affected by factors different from those affecting the price of shares of Realty Income common stock, Spirit common stock or VEREIT commonSpirit Series A preferred stock before the Mergers and the Spin-Off.Merger.
If the Mergers areMerger is completed, based on the shares of Realty Income common stock and VEREITSpirit common stock outstanding as of the record date of the Merger Agreement, legacy Realty Income common stockholders will become holders of

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approximately 70%87% of the outstanding shares of Realty Income common stock and legacy VEREITSpirit stockholders will become holders of approximately 30%13% of the outstanding shares of Realty Income common stock immediately after the Mergers. Based on the respective numbers of shares of common stock of Realty Income and VEREIT outstanding as of that date, and assuming that the Spin-Off is completed on the first business day following the closing of the Merger, legacy Realty Income stockholders would become holders of approximately 70% of the outstanding shares of the common stock of OfficeCo, and legacy VEREIT stockholders that receive Realty Income common stock in the Merger would become holders of approximately 30% of the outstanding shares of common stock of OfficeCo.Merger. The results of operations of Realty Income, and OfficeCo, as well as the trading priceprices of Realty Income common stock and OfficeCo commonRealty Income Series A preferred stock, after the Mergers and the Spin-OffMerger may be affected by factors different from those currently affecting Realty Income’s or VEREIT’sSpirit’s results of operations or the trading prices of Realty Income common stock, Spirit common stock and VEREIT commonSpirit Series A preferred stock. These different factors include:

with respect to Realty Income, a greater number of shares of Realty Income common stock outstanding, as compared to the number of shares of Realty Income common stock currently outstanding;

different stockholders in both Realty Income and OfficeCo;Income; and

Realty Income and OfficeCo owning different assets and maintaining different capitalizations.
Accordingly, the historical trading prices and financial results of Realty Income and VEREITSpirit may not be indicative of these matters for Realty Income and OfficeCo after the Mergers and the Spin-Off.Merger. For more information, see “WhereWhere You Can Find More Information.Information.
Counterparties to certain significant agreements with Realty Income or VEREITSpirit may exercise contractual rights under such agreements in connection with the Mergers, the Spin-Off or the sale of some or all of the OfficeCo Properties.Merger.
Realty Income and VEREIT are eachSpirit is party to certain agreements that give the counterparty certain rights following a change of control or similar event, including in some cases the right to terminate the agreement. Under some such agreements, including certain of Spirit’s debt, management, servicing and real estate arrangements, the Mergers, the Spin-Off or the sale of some or all of the OfficeCo Properties willMerger may constitute a change of control or cause certain other triggering events and therefore the counterparty may exercise certain rights under the agreement upon the closing of the Mergers,Merger, which may result in the Spin-Offloss of potential future revenue or such sales. Certainthe incurrence of liabilities or the loss or modification of rights that are material to Realty Income and VEREIT funds, joint ventures, management and servicing contracts, leases and debt obligations have agreements subject to such provisions.Income’s business. Any such counterparty may request modifications of its agreement as a condition to granting a waiver or consent under its agreement or it may terminate or seek to terminate its agreement with Realty Income or VEREIT, as the case may be,Spirit as a result of such change of control (if permitted to do so by the applicable agreement). In addition, certain indebtedness of Realty Income or VEREITSpirit may give the holders of that indebtedness the right to demand immediate repayment upon a change of control or similar event. There is no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available, that the exercise of any such rights will not result in a material adverse effect or that any modifications of such agreements will not result in a material adverse effect.

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Realty Income’s anticipated level of indebtedness will increase upon completion of the MergersMerger and may increasehave the relatedeffect of heightening other risks Realty Income now faces.
Upon completion of the Mergers,Merger, Realty Income intends to assume and/or refinance certain indebtedness of VEREIT and VEREIT OPSpirit and, assuming that occurs, Realty Income'sIncome’s consolidated indebtedness will increase substantially and it will be subject to increased risks associated with debt financing, including an increased risk that Realty Income’s cash flow could be insufficient to meet required payments on its debt securities or other indebtedness or to pay dividends on its common stock, the Realty Income Series A preferred stock or any other preferred stock it may issue. On March 31, 2021,As of September 30, 2023, Realty Income had indebtedness of approximately $8.6 billion, excluding unamortized deferred financing costs and net premiums.$20.5 billion. Taking into account Realty Income’s existing indebtedness and the assumption of VEREIT’sSpirit’s consolidated indebtedness in the Mergers,Merger, the total principal indebtedness of the combined company, including joint venture indebtedness, as of March 31, 2021September 30, 2023 would have been approximately $14.4$23.9 billion. For more information on how the pro forma amount of Realty Income’s consolidated indebtedness is calculated, see “Unaudited Pro Forma Condensed Combined Financial Statements.”

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Realty Income’s increased indebtedness could have important consequences to holders of its common stock, including VEREITSpirit stockholders who receive Realty Income common stock in the Merger, the Realty Income Series A preferred stock, any other preferred stock it may issue and its debt securities including:

increasing Realty Income’s vulnerability to general adverse economic and industry conditions;

limiting Realty Income’s ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;

requiring the use of a substantial portion of Realty Income’s cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing its ability to use its cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements;

limiting Realty Income’s flexibility in planning for, or reacting to, changes in its business and its industry; and

putting Realty Income at a disadvantage compared to its competitors with less indebtedness.
If Realty Income defaults under a debt instrument, it will automatically be in default under any other debt instrument that has cross-default provisions, the holders of all such indebtedness may be entitled to demand its immediate repayment and, in the case of secured indebtedness, Realty Income may lose any property securing that indebtedness.
Risks Relating to the Spin-Off
There can be no assurance that the Spin-Off of OfficeCo will occur in the form contemplated in this joint proxy statement/prospectus, on the anticipated terms or timing, or at all.
While Realty Income and VEREIT intend to cause the Spin-Off to be completed the business day following the closing of the Merger, during the process of effectuating the steps necessary to consummate the Spin-Off, certain issues may arise that may adversely impact the feasibility or desireability of the Spin-Off on the anticipated terms or timeline, or at all, or adversely impact the anticipated benefits of the Spin-Off to the combined company and its stockholders, including significant unanticipated costs or expenses (including consent fees), failure to obtain required consents or approvals, adverse tax implications, or other adverse impacts, all of which could significantly delay or prevent the Spin-Off.
In addition, pursuant to the terms of the Merger Agreement, the parties have broad discretion to amend the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), the scope and nature of the reorganization plan, the terms of the separation and distribution agreement, and the scope of transition services, if any, to be provided to OfficeCo by Realty Income following the Spin-Off, if any. Realty Income also may, after consultation with and good faith consideration of any comments from VEREIT, alternatively seek to sell some or all of the OfficeCo Properties to third parties in connection with the closing of the Merger, and the parties may otherwise sell certain properties that would have otherwise been included in the OfficeCo Properties during the pendency of the Mergers. These changes may adversely impact the timing of the Spin-Off, the viability of OfficeCo as a stand-alone business or benefits of the Spin-Off. In addition, there can be no assurance that Realty Income would be able to sell any such OfficeCo Properties should it elect to do so on terms Realty Income considers acceptable, or at all.
In addition, while Realty Income will not be obligated to consummate the Mergers until January 29, 2022 unless the Spin-Off is in all respects, ready to be consummated contemporaneously with the closing of the Merger, Realty Income may decide, in its sole discretion, to abandon the Spin-Off and waive that condition, and proceed with consummating the Mergers without completing the Spin-Off at all.
Accordingly, there can be no assurance that the Spin-Off will occur on the anticipated terms or within the anticipated time frame, or at all, and stockholders of Realty Income and VEREIT should not place undue reliance on the consummation of the Spin-Off as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus.

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There may be significant costs and expenses in effectuating the Spin-Off or the sales of OfficeCo Properties.
Realty Income and VEREIT expect to incur significant costs and expenses in connection with the Spin-Off, including third-party consent costs, refinancing costs, transfer costs, expenses related to the Form 10 that must be filed with the SEC in order to complete the Spin-Off and the preparation of separate financial information related thereto, negotiations and creation of OfficeCo’s business and operational relationships, and diversion of management resources, many of which may become payable whether or not the Spin-Off is consummated, and which may adversely impact the business, results of operation or financial position of Realty Income and/or VEREIT. In addition, the pursuit of any sales of some or all of the OfficeCo Properties may result in similar costs and expenses, and/or increase such costs or expenses, both with respect to the unique costs or expenses related to those sales, such as the marketing, negotiations and finalization of the operative agreements, additional tax or consent costs, and any indemnification obligations between the parties required pursuant to the Merger Agreement, as well as the costs of any additional changes those sales may have on the Spin-Off.
The Spin-Off or the sales of some or all of the OfficeCo Properties, if completed, may not deliver its intended results.
There are risks and uncertainties related to the Spin-Off and the potential sales of OfficeCo Properties, including but not limited to:

whether Realty Income will be able to effect the Spin-Off or potential sales of OfficeCo Properties within an acceptable time frame and on acceptable terms, if at all, which may be impacted by many factors, including consent rights, legal restrictions, tax impacts, and financing costs, among others;

whether OfficeCo will qualify as a REIT following the Spin-Off, which involves the application of highly technical and complex provisions of the Code, as well as various factual determinations not entirely within the control of the parties;

whether changes in legislation, treasury regulations or Internal Revenue Service, or IRS, interpretations may adversely affect Realty Income’s ability to engage in the Spin-Off or sales of OfficeCo Properties, or whether stockholders of OfficeCo will benefit from OfficeCo qualifying as a REIT;

whether OfficeCo is able to complete financings and/or refinancing related to the Spin-Off within an acceptable time frame and on acceptable terms, if at all;

whether the parties elect to change the nature or scope of the OfficeCo Properties prior to the consummation of the Spin-Off (including the properties to be contributed thereto);

whether the parties elect to sell certain properties that would have otherwise been contributed to the OfficeCo Properties, and when those elections are made;

whether any potential purchasers of OfficeCo Properties with whom the parties enter into purchase agreements (if any) terminate their agreements after signing, which could adversely impact the timing for the Spin-Off, or the ability to consummate the Spin-Off or the sale of OfficeCo Properties shortly following the closing of the Mergers, or at all,

whether OfficeCo may be able to conduct and expand its business following the Spin-Off;

whether there could be legal or other challenges to the Spin-Off, including changes in legal, regulatory, market and other circumstances that could lead to the Spin-Off not being pursued; and

whether OfficeCo and/or its clients experience financial difficulties from interest rates, general market and economic conditions and other factors.
Any one or more of these risks and uncertainties, or any other complexity or aspect of the Spin-Off, the sale of some or all of the OfficeCo Properties, or the respective implementation thereof, may prevent the Spin-Off or sales of some or all of the OfficeCo Properties from being completed on acceptable terms, or at all or adversely effect OfficeCo following the Spin-Off.

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If the OfficeCo Distribution is consummated, the distribution of shares of OfficeCo common stock in the OfficeCo Distribution is expected to be treated as a taxable distribution to Realty Income common stockholders for U.S. federal income tax purposes.
If the OfficeCo Distribution is consummated, the distribution of shares of OfficeCo common stock in the OfficeCo Distribution is expected to be treated as a taxable distribution to Realty Income common stockholders (which would include the former VEREIT stockholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo Distribution) for U.S. federal income tax purposes. Accordingly, an amount equal to the fair market value of the shares of OfficeCo common stock received by a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock in the OfficeCo Distribution is expected to generally be treated as a taxable dividend to the extent of the U.S. holder’s ratable share of any current or accumulated earnings and profits of Realty Income allocable to the OfficeCo Distribution, with the excess treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in Realty Income common stock and any remaining excess treated as capital gain. A U.S. holder’s tax basis in shares of Realty Income common stock held at the time of the OfficeCo Distribution is expected to be reduced (but not below zero) to the extent the fair market value of shares of OfficeCo common stock distributed by Realty Income to such holder in the OfficeCo Distribution exceeds such holder’s ratable share of Realty Income’s current and accumulated earnings and profits allocable to the OfficeCo Distribution. The U.S. holder’s holding period for such Realty Income shares for U.S. federal income tax purposes will not be affected by the distribution. Realty Income will not be able to advise you of the amount of earnings and profits of Realty Income until after the end of the calendar year in which the Spin-Off occurs. Realty Income or other applicable withholding agents may be required or permitted to withhold at the applicable rate on all or a portion of the distribution payable to non-U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock, and any such withholding would be satisfied by Realty Income or such agent by withholding and selling a portion of the shares of OfficeCo common stock that otherwise would be distributable to non-U.S. holders or by withholding from other property held in the non-U.S. holder’s account with the withholding agent.
Although Realty Income will be ascribing a value to the shares of OfficeCo common stock in the OfficeCo Distribution for tax purposes, this valuation is not binding on the IRS or any other tax authority. These taxing authorities could ascribe a higher valuation to those shares, particularly if shares of OfficeCo common stock trade at prices significantly above the value ascribed to those shares by Realty Income in the period following the OfficeCo Distribution. Such a higher valuation may cause a larger reduction in the tax basis of Realty Income common stock held by its common stockholders or may cause such stockholders to recognize additional dividend or capital gain income. Realty Income stockholders should consult their tax advisors as to the particular tax consequences of the OfficeCo Distribution to them.
Following or in connection with the Spin-Off, OfficeCo may need to incur substantial indebtedness and/or raise substantial capital.
If the Spin-Off is consummated, OfficeCo may need to incur a substantial amount of indebtedness to execute its business strategy. If incurred, the amount of such indebtedness could have material adverse consequences for OfficeCo, including:

increasing OfficeCo’s vulnerability to general adverse economic and industry conditions;

limiting OfficeCo’s ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;

requiring the use of a substantial portion of OfficeCo’s cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing its ability to use its cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements;

limiting OfficeCo’s flexibility in planning for, or reacting to, changes in its business and its industry; and

putting OfficeCo at a disadvantage compared to its competitors with less indebtedness.

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Moreover, to respond to competitive challenges, OfficeCo may be required to raise substantial additional capital to execute its business strategy, and there can be no assurance that it will be able to do so on terms it considers acceptable, or at all. OfficeCo’s ability to arrange financing will depend on, among other factors, its financial position and performance, as well as prevailing market conditions and other factors beyond its control. If OfficeCo incurs additional indebtedness, its credit ratings could be adversely affected, which could raise borrowing costs and limit future access to capital and its ability to satisfy its obligations under any credit facilities or other debt instruments into which it may enter.
Risks Relating to the Status of Realty Income and VEREITSpirit as REITs
Realty Income may incur adverse tax consequences if Realty Income or VEREITSpirit has failed or fails to qualify as a REIT for U.S. federal income tax purposes.
Each of Realty Income and VEREITSpirit has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the time of the Merger. Realty Income intends to continue operating in such a manner following the Merger. Neither Realty Income nor VEREITSpirit has requested or plans to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within the control of Realty Income or VEREITSpirit may affect each company’s ability to qualify as a REIT. In order to qualify as a REIT, each of Realty Income and VEREITSpirit must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Also, a REIT must make distributions to stockholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains.
The closing of the Merger is conditioned on receipt by Realty Income of an opinion from Goodwin ProcterLatham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to Realty Income and Spirit) to the effect that, for all taxable years commencing with VEREIT’sSpirit’s taxable year ended December 31, 20112016 and through the Merger Effective Time, VEREITSpirit has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and receipt by VEREITSpirit of an opinion

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from Latham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to Realty Income and Spirit) to the effect that, for all taxable years commencing with Realty Income’s taxable year ended December 31, 1994,2016, Realty Income has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the Merger Effective Time and future taxable years. The foregoing REIT opinions, however, will be based on the factual representations provided by Realty Income and VEREITSpirit to counsel and limited by the assumptions set forth therein, and are not a guarantee that Realty Income or VEREIT,Spirit, in fact, has qualified, or, in the case of Realty Income, will continue to qualify as a REIT, nor are such opinions binding on the IRS. Moreover, as noted above, neither Realty Income nor VEREITSpirit has requested or plans to request a ruling from the IRS that it qualifies as a REIT.
If Realty Income loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders and to pay the principal of and interest on its debt securities or other indebtedness, because:

it would be subject to U.S. federal corporate income tax on its net income at regular corporate rates for the years it did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing its taxable income);

it could be subject to a federal alternative minimum tax and increased state and local taxes for such periods;

unless it is entitled to relief under applicable statutory provisions, neither it nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified; and

for five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, it could be subject to federal corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election.
Even if Realty Income retains its REIT status, if VEREITSpirit is determined to have lost its REIT status for a taxable year ending on or before the Merger, VEREITSpirit would be subject to adverse tax consequences similar

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to those described above. This could substantially reduce Realty Income’s cash available for distribution, including cash available to pay dividends to its stockholders and to pay the principal of and interest on its debt securities or other indebtedness, because, assuming that Realty Income otherwise maintains its REIT qualification:

Realty Income generally would be subject to corporate level tax with respect to the built-in gain on each asset of VEREITSpirit existing at the time of the Merger if Realty Income were to dispose of the VEREITSpirit asset during the five-year period following the Merger;

Realty Income would succeed to any earnings and profits accumulated by VEREITSpirit for taxable periods that it did not qualify as a REIT, and Realty Income would have to pay a special dividend and/or employ applicable deficiency dividend procedures (including interest payments to the IRS) to eliminate such earnings and profits (or if Realty Income does not timely distribute those earnings and profits, Realty Income could fail to qualify as a REIT); and

if VEREITSpirit incurred any unpaid tax liabilities prior to the Merger, those tax liabilities would be transferred to Realty Income as a result of the Merger.
If there is an adjustment to VEREIT’sSpirit’s taxable income or dividends paid deductions, Realty Income could elect to use the deficiency dividend procedure in order to maintain VEREIT’sSpirit’s REIT status. That deficiency dividend procedure could require Realty Income to make significant distributions to its stockholders and to pay significant interest to the IRS.
As a result of all these factors, Realty Income’s or VEREIT’sSpirit’s failure to qualify as a REIT could impair Realty Income’s ability to expand its business and raise capital, and would materially adversely affect the market value of its common stock.stock, the Realty Income Series A preferred stock, any other preferred stock it may issue,

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and its debt securities. In addition, for years in which Realty Income does not qualify as a REIT, it would not otherwise be required to make distributions to stockholders.
Risks Relating to an Investment in Realty Income CommonCapital Stock or Debt Securities following the MergersMerger and the Transactions Contemplated by the Merger Agreement
The market price of Realty Income commoncapital stock and debt securities may decline as a result of the MergersMerger and the transactions contemplated by the Merger Agreement.
The market price of Realty Income common stock, the Realty Income Series A preferred stock, any other preferred stock it may issue, and its debt securities may decline as a result of the Merger and the transactions contemplated by the Merger Agreement if, among other things, Realty Income does not achieve the perceived benefits of the MergersMerger and the transactions contemplated by the Merger Agreement or the effect of the MergersMerger and the transactions contemplated by the Merger Agreement on Realty Income’s results of operations or financial condition is not consistent with the expectations of financial or industry analysts. The market value of Realty Income common stock, the Realty Income Series A preferred stock, any other preferred stock it may issue, and its debt securities may also be adversely affected by the increase in its indebtedness that is expected to occur if the Merger is consummated on the terms currently contemplated and, as described above, the market value of Realty Income common stock may be adversely affected by the large number of shares of common stock it expects to issue in the Merger.
In addition, upon consummation of the MergersMerger and the transactions contemplated by the Merger Agreement, Realty Income stockholders and VEREITSpirit stockholders will own interests in Realty Income, which will operate an expanded business with a different mix of properties, risks and liabilities. Current stockholdersHolders of Realty Income common stock, the Realty Income Series A preferred stock and VEREITany other preferred stock it may issue, and debt securities and holders of Spirit common stock and Spirit Series A preferred stock may not wish to continue to invest in Realty Income, or may wish to dispose of some or all of their shares ofthe Realty Income common stock.securities they own. If, following the effective time of the MergerEffective Time or while the Merger is pending, large amounts of Realty Income common stock, the Realty Income Series A preferred stock and any other preferred stock it may issue, or debt securities are sold, the market price of Realty Income common stocksecurities could decline, perhaps substantially.
After the MergersMerger and the transactions contemplated by the Merger Agreement are completed, VEREITSpirit stockholders who receive shares of Realty Income common stock in the Merger and shares of OfficeCo common stock in the Spin-Off will have different rights that may be less favorable than their current rights as VEREITSpirit stockholders.
After the effective time of the Merger, VEREITEffective Time, Spirit stockholders who receive shares of Realty Income common stock in the Merger will have different rights, which may be less favorable than their current rights as VEREITSpirit stockholders. For more information, see “ComparisonComparison of Rights of Realty Income Stockholders and VEREIT Stockholders.Spirit Stockholders.
The rights of OfficeCo stockholders will be provided for in OfficeCo’s articles of incorporation and bylaws, which also may be different from those of VEREIT stockholders or Realty Income stockholders.

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Following the MergersMerger and the transactions contemplated by the Merger Agreement, Realty Income may notbe unable to continue to pay dividends at or above the rate currently paid by Realty Income or VEREIT.Spirit.
Following the MergersMerger and the transactions contemplated by the Merger Agreement, dividends payable per share on Realty Income common stock may be lower than the stockholdersdividends per share that were paid to holders of Realty Income may not receive dividends in the same respective amounts per share of common stock that they did as stockholders of Realty Income or VEREITSpirit common stock prior to the MergersMerger for various reasons, including those discussed elsewhere under this caption "Risk Factors"Risk Factors and the following:

Realty Income may not have enough cash to pay such dividends due to changes in Realty Income’s cash requirements, capital spending plans, cash flow or financial position;position and the increase in the number of outstanding shares of Realty Income common stock that will be issued if the Merger is consummated;

decisions on whether, when and in what amounts to pay any future dividends will remain at all times entirely at the discretion of the Realty Income board of directors, which reserves the right to change Realty Income’s dividend practices at any time and for any reason;

Realty Income’s ability to declare and pay dividends on its common stock will be subject to the preferential rights of Realty Income Series A preferred stock that is anticipated to be issued in connection with the Merger; and

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the amount of dividends that Realty Income’s subsidiaries may distribute to Realty Income may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.
Stockholders of Realty Income will have no contractual or other legal right to dividends that have not been declared by the Realty Income board of directors.
Following the Merger, holders of the newly issued shares of Realty Income Series A preferred stock will have dividend and liquidation rights that are senior to those of the holders of Realty Income common stock.
Following the Merger, holders of Realty Income Series A preferred stock will have certain rights that holders of Realty Income common stock do not have. These include rights to dividends in priority to dividends on Realty Income common stock (including cumulative dividends) and a right to receive, upon a liquidation of Realty Income, a preference amount out of the assets available for distribution before any distribution can be made to holders of Realty Income common stock. In the event of a bankruptcy, holders of shares of Realty Income Series A preferred stock outstanding at that time would have a claim that is senior to any claim the holders of Realty Income common stock would have.
Other Risks
The historical and unaudited pro forma condensed combined financial statements included elsewhere in this joint proxy statement/prospectus do not purport to be representativeindicative of Realty Income’s results after the MergersMerger and the transactions contemplated by the Merger Agreement, and accordingly, you have limited financial information on which to evaluate the impact of the Merger on Realty Income.
The unaudited pro forma condensed combined financial statements included elsewhere in this joint proxy statement/prospectus hashave been presented for informational purposes only and do not purport to be indicative of the financial position or results of operations that actually would have occurred had the MergersMerger and the transactions contemplated by the Merger Agreement been completed as of the dates indicated, nor does itdo they purport to be indicative of the future operating results or financial position of Realty Income after the MergersMerger and the transactions contemplated by the Merger Agreement. The unaudited pro forma condensed combined financial statements reflectsare subject to numerous estimates and assumptions and other uncertainties. Among other things, they reflect adjustments, which are based upon preliminary estimates, to allocate the purchase price to VEREIT’sSpirit’s assets and liabilities. The unaudited pro forma condensed combined financial statements do not give effect to the proposed Spin-Off of certain office properties owned by Realty Income and VEREIT, or to the possible sale of some or all of such office properties, because, pursuant to the terms of the Merger Agreement, Realty Income and VEREIT have broad discretion to amend the scope and terms of the Spin-Off, including, among other things, the office properties to be contributed to OfficeCo and the fact that they may instead seek to sell some or all of such office properties, and also because Realty Income may elect not to pursue the Spin-Off or sale of office properties at all. For further information concerning the Spin-Off, please see Note 6 to the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus.
In addition, the unaudited pro forma condensed combined financial statements do not reflect other future events that may occur after the MergersMerger and the transactions contemplated by the Merger Agreement, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the MergersMerger and the transactions contemplated by the Merger Agreement, and do not consider potential impacts of current market conditions on revenues or expense efficiencies.expenses. The unaudited pro forma condensed combined financial statements presented elsewhere in this joint proxy statement/prospectus are based in part on certain estimates and assumptions (including the estimated purchase price allocation described above) regarding the MergersMerger and the transactions contemplated by the Merger Agreement that Realty Income and VEREITSpirit believe are reasonable under the circumstances. Realty Income and VEREITSpirit cannot assure you that the estimates and assumptions will prove to be accurate.
The market price and trading volume of the Realty Income commonIncome’s capital stock and debt securities may be volatile.
The United States stock markets, including the NYSE, on which the Realty Income common stock is and, after the Mergers,Merger, will continue to be listed under the symbol “O,” and on which it is expected that the Realty Income Series A preferred stock will be listed, and the markets for preferred stock and debt securities have experienced significant price and

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volume fluctuations. As a result, the market price of shares of the Realty Income common stock, isthe Realty Income Series A preferred stock and any other preferred stock Realty Income may issue, and debt securities are likely to be similarly volatile, and investors in shares of the Realty Income common stock, the Realty Income Series A preferred stock and any other preferred stock Realty Income may issue, and debt securities may experience a decrease which could be substantial, in the value of their shares,investment, including decreases unrelated to Realty Income’s operating performance or prospects. Realty Income and VEREITSpirit cannot assure you that the

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market price of Realty Income’sIncome common stock, Realty Income Series A preferred stock and any other preferred stock Realty Income may issue, and debt securities will not fluctuate or decline significantly in the future.
In addition to the other risks listed inunder this “Risk Factors” section,heading “Risk Factors,” a number of factors could negatively affect the market value of Realty Income’s share priceIncome common stock, the Realty Income Series A preferred stock, any other preferred stock and debt securities or result in fluctuations, which could be substantial, in the price or trading volume of Realty Income’s common stock,those securities, including:

the annual yield from distributions on Realty Income common stock as compared to yields on other financial instruments;

equity issuances by Realty Income (including issuances of Realty Income common stock and Realty Income Series A preferred stock in the Mergers)Merger and including issuances of Realty Income common stock in connection with the settlement of existing or future forward sales agreements), or future sales of substantial amounts of Realty Income common stock by its existing or future stockholders, or the perception that such issuances or future sales may occur;

increases in market interest rates or a decrease in Realty Income’s distributions to stockholders that lead purchasers of Realty Income common stock to demand a higher yield;

changes in market valuations of similar companies;

fluctuations in stock market prices and volumes;

additions or departures of key management personnel;

Realty Income’s operating performance and the performance of other similar companies;

actual or anticipated differences in Realty Income’s quarterly operating results;

changes in expectations of future financial performance or changes in estimates of securities analysts;

publication of research reports about Realty Income or its industry by securities analysts;

failure to qualify as a REIT for federal income tax purposes;

adverse market reaction to any indebtedness Realty Income incurs in the future, including indebtedness to be assumed or incurred in connection with the Mergers;Merger;

strategic decisions by Realty Income or its competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;

the passage of legislation or other regulatory developments that adversely affect Realty Income or its industry or any failure by Realty Income to comply with regulatory requirements;

the expiration or loss of local tax abatements, tax credit programs or other governmental incentives;

the imposition of a penalty tax as a result of certain property transfers that may generate prohibited transaction income;

the inability of Realty Income to sell properties if and when it would be appropriate to do so;

risks and liabilities in connection with Realty Income’s co-investment ventures and investment in new or existing co-investment ventures, including that Realty Income’s property ownership through joint ventures may limit its ability to act exclusively in its interests and may depend on the financial performance of its co-venturers;

speculation in the press or investment community;

changes in Realty Income’s results of operations, financial condition or prospects;

failure to satisfy the listing requirements of the NYSE;

failure to comply with the requirements of the Sarbanes-Oxley Act;

actions by institutional stockholders of Realty Income;

changes in accounting principles;
 
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changes in accounting principles;

changes in environmental conditions or the potential impact of climate change;

terrorist attacks or other acts of violence or war in areas in which Realty Income’s properties are located or markets on which Realty Income’s securities are traded; and

general economic and/or market conditions, including factors unrelated to Realty Income’s performance.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert Realty Income’s management’s attention and resources, which could have a material adverse effect on Realty Income’s cash flows, its ability to execute its business strategy and Realty Income’s ability to make distributions to its stockholders.
Realty Income VEREIT and OfficeCoSpirit face other risks.
The risks listed above are not exhaustive, and you should be aware that, prior to and following the MergersMerger and the transactions contemplated by the Merger Agreement, Realty Income will face various other risks, including those discussed in reports filed by Realty Income and VEREITSpirit with the SEC.SEC from time to time, such as those discussed under the heading “Risk Factors” in their respective, most recently filed reports on Forms 10-K and 10-Q. For more information, see “WhereWhere You Can Find More Information.Information.
You should be aware that, following the Spin-Off, if consummated, OfficeCo will face various other risks that OfficeCo will discuss in its reports and filings with the SEC, which are not incorporated by reference into this joint proxy statement/prospectus.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Realty Income, VEREITSpirit and their respective subsidiaries operate and beliefs of and assumptions made by Realty Income’s management and VEREIT’sSpirit’s management, involve uncertainties that could significantly affect the financial or operating results of Realty Income, VEREIT,Spirit, or the combined company or OfficeCo.company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Realty Income and VEREIT,Spirit, including future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including statements relating to creating value for stockholders, benefits of the proposed transactions to clients, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transactions - are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to, those set forth under “Risk Factors” beginning on page 26 as well as the following:section entitled “Risk Factors” of this proxy statement/prospectus:

risks associated with the ability or failure to complete the Mergers;Merger;

risks associated with the fixed Exchange Ratio;

risks associated with the dilution of Realty Income and VEREITSpirit stockholders in the Mergers;Merger;

risks associated with provisions in the Merger Agreement that could discourage a potential competing acquiror of either Realty Income or VEREIT;Spirit;

risks associated with the pendency of the MergersMerger adversely affecting the businessbusinesses of Realty Income and VEREIT;Spirit;

risks associated with the different interests in the MergersMerger of certain directors and executive officers of Realty Income and VEREIT;Spirit;

risks associated with the ability of Realty Income and VEREITSpirit to terminate the MergersMerger if the Mergers areMerger is not consummated by AprilJuly 29, 2022;2024;

risks associated with the failure of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

risks relating to approval of the Merger and related transactions by Realty Income and VEREITSpirit stockholders;

risks relating to the adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby;

risks relating to the consummation and scope of the Spin-Off;

risks relating to costs of the Spin-Off or sale of OfficeCo Properties;

risks relating to the results of the Spin-Off;

risks relating to the taxable nature of the OfficeCo Distribution for Realty Income’s stockholders;

risks relating to the incurrence of substantial expenses in the MergersMerger and the transactions contemplated by the Merger Agreement;

risks relating to the failure to integrate the businesses of Realty Income and VEREIT or the failure to successfully execute the Spin-Off;Spirit;

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risks relating to the inability of Realty Income or OfficeCo to retain key employees after the Mergers and the Spin-Off;Merger;

risks relating to the inability of Realty Income to attract and retain key personnel;

risks relating to the ability of Realty Income to effectively manage its expanded operations following the Mergers;Merger;

risks relating to the trading prices of Realty Income common stock and OfficeCo commonRealty Income Series A preferred stock following the Mergers and the Spin-Off;Merger;

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risks relating to certain contractual rights of counterparties to agreements with Realty Income or VEREIT;Spirit;

risks relating to an increase in Realty Income’s anticipated level of indebtedness upon completion of the Mergers;Merger;

risks relating to the failure of Realty Income or VEREITSpirit to qualify as a REIT;

risks relating to a decline in the market price of Realty Income common stock as a result of the MergersMerger and the transactions contemplated by the Merger Agreement;

risks relating to a difference in rights of stockholders atof Realty Income and VEREIT;Spirit;

risks relating to the use of pro forma financial information;

risks relating to the volatility of Realty Income’sIncome common stock; and

those additional risks and factors discussed in reports filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”)SEC by Realty Income and VEREITSpirit from time to time, including those discussed under the heading “Risk Factors”Risk Factors in their respective most recently filed reports on Forms 10-K and 10-Q.
Neither Realty Income nor VEREITSpirit undertakes any duty to update any forward-looking statements appearing in this document, except as may be required by applicable securities laws.
 
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER COMMON SHARE
The following table sets forth, for the nine months ended September 30, 2023 and the year ended December 31, 2022, selected per share information for Realty Income common stock on a historical and pro forma combined basis and for Spirit common stock on a historical basis. You should read the table below together with the historical consolidated financial statements and related notes of Realty Income and Spirit contained in their respective Quarterly Reports on Form 10-Q for the period ended September 30, 2023 and Annual Reports on Form 10-K for the year ended December 31, 2022, all of which are incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information.”
The Realty Income pro forma combined earnings per share were calculated using the methodology as described below under the heading “Unaudited Pro Forma Condensed Combined Financial Statements,” and are subject to all the assumptions, adjustments and limitations described thereunder. The unaudited pro forma combined condensed balance sheet data gives effect to the Merger, as indicated, as if it had occurred on September 30, 2023. The unaudited pro forma combined statements of operations data gives effect to the Merger, as if they had become effective at January 1, 2022, based on the most recent valuation data available. You should not rely on the pro forma amounts as being indicative of the financial position or results of operations of Realty Income that actually would have occurred had the Merger been completed as of the dates indicated above, nor is it necessarily indicative of the future operating results or financial position of Realty Income.
Realty IncomeSpiritCombined Company
HistoricalHistorical(Pro Forma for Merger)
Nine Months
Ended
September 30,
2023
Year Ended
December 31,
2022
Nine Months
Ended
September 30,
2023
Year Ended
December 31,
2022
Nine Months
Ended
September 30,
2023
Year Ended
December 31,
2022
Earnings per share, basic and diluted$0.96$1.42$1.28$2.04$0.99$1.35
Cash dividends declared per share(3)
$2.28(1)$2.97(1)$2.00(2)$2.60(2)
Book value per share (period end)$43.73$43.49$31.79$32.30$45.10
(1)
Dividends are declared and paid at the discretion of the Realty Income board of directors. The Realty Income board of directors may change Realty Income’s dividend policy at any time and there can be no assurance as to amount or timing of dividends in the future.
(2)
Dividends are declared and paid at the discretion of the Spirit board of directors. The Spirit board of directors may change Spirit’s dividend policy at any time and there can be no assurance as to amount or timing of dividends in the future.
(3)
Pro Forma dividends per share of common stock are not presented, as the dividend policy for the combined company will be determined by the Realty Income board of directors following the completion of the Merger.

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INFORMATION ABOUT THE COMPANIES
Realty Income Corporation
Realty Income, a Maryland corporation, is an S&P 500 company dedicated to providing stockholders with dependable monthly dividends that increase over time. Realty Income is structured as a real estate investment trust, or REIT, requiring it annually to distribute at least 90% of its taxable income (excluding net capital gains) in the form of dividends to its stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under long-term lease agreements with Realty Income’s commercial clients.
Realty Income was founded in 1969, and listed on the New York Stock Exchange in 1994. For over 5254 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term lease agreements with Realty Income’s commercial clients. Realty Income is a member of the S&P 500 Dividend Aristocrats®Aristocrats® index for having increased its dividend every year for over 25 consecutive years.
At March 31, 2021,September 30, 2023, Realty Income owned or held interests in a diversified portfolio:

Of 6,66213,282 properties;

With an occupancy rate of 98.0%98.8%, or 6,53113,123 properties leased and 131159 properties available for lease or sale;

Doing business in 5685 separate industries;

Located in all U.S. states, Puerto Rico, and the United Kingdom (U.K.);, Spain, Italy, and Ireland;

With approximately 114.2262.6 million square feet of leasable space; and

With a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 8.9 years; and9.7 years.
With an average leasable space per property of approximately 17,150 square feet; approximately 12,420 square feet per retail property and 250,670 square feet per industrial property.
Of the 6,66213,282 properties in the portfolio at March 31, 2021, 6,621,September 30, 2023, 13,032, or 99.4%98.1%, arewere single-client properties, of which 6,49412,875 were leased, and the remaining are multi — clientwere multi-client properties.
Following the Merger, and assuming the consummation of the Spin-Off, Realty Income’s portfolio is expected to encompass approximately 10,30015,300 primarily single-tenant,single-client, net lease commercial real estate properties primarily located in all U.S. states, Puerto Rico, and the U.K., Spain, Italy, and Ireland, with an estimated total portfolio annualized contractual rent of approximately $2.5$4.6 billion, based on a combined portfolio as of December 31, 2020.September 30, 2023.
The principal offices of Realty Income are located at 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
Realty Income common stock is listed on the New York Stock Exchange (which we refer to as the “NYSE”),NYSE, trading under the symbol “O.”
Additional information about Realty Income and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “WhereWhere You Can Find More Information.Information.
RamsSaints MD Subsidiary, I, Inc.
RamsSaints MD Subsidiary, I, Inc., a Maryland corporation, is a direct, wholly owned subsidiary of Realty Income. RamsSaints MD Subsidiary, I, Inc. was formed by Realty Income solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. RamsSaints MD Subsidiary, I, Inc., has not conducted any business activities, has no assets, liabilities or obligations and has conducted its operations solely as contemplated by the Merger Agreement. Its principal executive offices are located at c/o Realty Income Corporation, 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
Rams Acquisition Sub II, LLC.Spirit Realty Capital, Inc.
Rams Acquisition Sub II, LLC, a Delaware limited liability company, is a direct, wholly owned subsidiary ofSpirit Realty Income. Rams Acquisition Sub II, LLC was formed by Realty Income solely for the purpose of

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engaging in the transactions contemplated by the Merger Agreement. Rams Acquisition Sub II, LLC.Capital, Inc., has not conducted any business activities, has no assets, liabilities or obligations and has conducted its operations solely as contemplated by the Merger Agreement. Its principal executive offices are located at c/o Realty Income Corporation, 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
VEREIT, Inc. and VEREIT Operating Partnership, L.P.
VEREIT, a Maryland corporation is a full-service real estate operating company which owns and actively manages one of the largest portfolios of single-tenant commercial properties in the U.S. and has a business model of providing equity capital to creditworthy organizations in return for long-term leases on their properties. VEREIT’s full-service real estate operations include portfolio management through strategic acquisitions and dispositions, property management, asset management and leasing. As of March 31, 2021, VEREIT’s portfolio was comprised of 3,855 retail, restaurant, office and industrial real estate properties. Omitting the square feet of one redevelopment property and including the pro rata share of square feet and annualized rental income from VEREIT’s unconsolidated joint ventures, VEREIT owned an aggregate of 88.7 million square feet, of which 98.0% was leased, with a weighted-average remaining lease term of 8.4 years as of March 31, 2021. Of VEREIT’s 3,855 properties, annualized rental income as of March 31, 2021 as a percentage of the total portfolio was approximately 46.6% retail, 20.5% restaurant, 17.9% industrial, 14.9% office and 0.1% other. VEREIT’s properties are located throughout the U.S. (including Puerto Rico) with the two highest concentrations in the Southeast and Midwest regions.
VEREIT was incorporated in the State of Maryland on December 2, 2010 andthat has elected to be treated as a REIT for U.S. federal income tax purposes. Substantially all of VEREIT’spurposes, is an internally-managed net-lease REIT with in-house functions including

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acquisitions, credit research, asset management, portfolio management, real estate research, legal, finance and accounting. Spirit invests primarily in single-tenant, operationally essential real estate assets throughout the United States, which are subsequently leased on a long-term, triple-net basis to high quality tenants with operations in retail, industrial and certain other industries. As a REIT, Spirit is required to, among other things, annually distribute at least 90% of its taxable income (excluding net capital gains) to its stockholders. Spirit achieves this objective through consistent quarterly dividends supported by the cash flows generated by its leasing operations.
Spirit’s operations are conductedgenerally carried out through VEREITSpirit Realty, L.P., a Delaware limited partnership (the “Spirit Partnership”), and its subsidiaries. Spirit General OP Holdings, LLC, a Delaware limited liability company and one of which VEREITSpirit’s wholly-owned subsidiaries, is the sole general partner. VEREIT is the holder of 99.9%partner and owns approximately 1% of the common partnership interests in VEREIT OP asSpirit Partnership. Spirit and a wholly-owned subsidiary (Spirit Notes Partner, LLC, a Delaware limited liability company) are the only limited partners and, together, own the remaining 99% of March 31, 2021. VEREIT OP was formed in the State of Delaware on January 13, 2011.Spirit Partnership.
The principal executive offices of VEREITSpirit are located at 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016,2727 North Harwood Street, Suite 300, Dallas, Texas 75201, and its telephonephone number is (800) 606-3610.(972) 476-1900.
VEREITSpirit common stock and VEREITSpirit Series F Preferred Stock tradeA preferred stock are traded on the NYSE, trading under the symbols “SRC” and “SRC-A,” respectively. Spirit Series A preferred stock is also traded on the NYSE under the trading symbols “VER” and “VER PRF,alternate ticker symbol “SRC-PA. respectively.
Additional information about VEREITSpirit and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “WhereWhere You Can Find More Information.Information.
OfficeCo
In connection with the Spin-Off, Realty Income intends to form a new direct or indirect wholly owned subsidiary (“OfficeCo”). Subject to the terms and conditions of the Merger Agreement, Realty Income and VEREIT intend to contribute certain of their office properties to OfficeCo, and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders as a result of the Merger) on a pro rata basis.
After giving pro forma effect to the Mergers, and based on the properties contemplated to be contributed to OfficeCo in connection with the Spin-Off as of the date of this joint proxy statement/prospectus, the OfficeCo Properties, in total, would have represented approximately 6% of the combined company total assets at March 31, 2021 and approximately 7% and approximately 8% of total revenues for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.
Assuming the Spin-Off is consummated, VEREIT and Realty Income intend for OfficeCo to operate as a self-managed, publicly traded office REIT, engaged in the ownership, acquisition, development and leasing of office assets throughout the United States.
Prior to the Mergers, OfficeCo’s principal executive offices are located at: c/o Realty Income Corporation, 11995 El Camino Real, San Diego, California 92130, and its telephone number is (858) 284-5000.
 
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THE MERGERSMERGER
The following is a discussion of the Merger and the material terms of the Merger Agreement by and between Realty Income and VEREIT.Spirit. You are urged to read the Merger Agreement carefully and in its entirety, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference into this joint proxy statement/prospectus.
Background of the MergersMerger
Over the years, in the ordinary course of business and from time to time, the VEREIT board of directors, the Realty IncomeSpirit board of directors and the respectiveSpirit management teams of both VEREIT and Realty Incometeam have evaluated and considered a variety of financial and strategic opportunities as part of their respectiveSpirit’s long-term strategiesstrategy to enhance value for their respectiveSpirit’s stockholders, including potential acquisitions, divestitures, joint ventures, business combinations and other transactions. These evaluations have focused on, among other things, the business environment facing net lease real estate investments generally and VEREIT and Realty Income, as applicable,Spirit in particular, as well as conditions and trends in the commercial net lease industry, including assessments of potential industry consolidation in the net lease industry and the benefits and risks to VEREITSpirit and Realty Income, as applicable, and their respectiveits stockholders of strategic combinations compared to the benefits and risks of continued operation as stand-alone companies.a standalone company. Factors assessed in connection with these reviews have included the risks and opportunities associated with operating in existing and new markets, competition, potential positive and negative expense and revenue synergies, interest rate environment, size, scale, diversification, credit risk and access to capital, market risk including in connection with the COVID-19 pandemic, and rapid changes in technology. These evaluationsreviews have occasionally involved analyses provided by outside financial advisors, who have provided their perspectives over the years regarding Spirit’s potential as a standalone company and strategic initiatives in addition to acquisitions or dispositions that Spirit could pursue, as well as their perspectives regarding potential counterparties in strategic transactions involving Spirit, as well as their analyses of relative valuations of such counterparties as compared to Spirit. Additionally, Spirit’s board of directors and members of Spirit’s management have considered various challenges that Spirit has faced as a public company, in particular that shares of Spirit common stock have traded at a lower multiple of earnings as compared to other publicly traded companies in the net lease industry, including Realty Income, and the difficulty of Spirit obtaining accretive growth, given its higher cost of capital as compared to such other industry participants. These challenges have persisted through Spirit’s portfolio transformation, including following the spin-off of Spirit MTA REIT in 2018, and remained after Spirit achieved or exceeded most of the long-term financial and operational goals it set for itself during its December 2019 Investor Day.
Over the years, in the ordinary course of business and from time to time, the Realty Income board of directors and the Realty Income management team have also included discussions with respect to potential transactions that would further VEREIT’sevaluated and considered a variety of financial and strategic opportunities as part of Realty Income’s respectivelong-term strategy to enhance value for Realty Income’s stockholders, including potential acquisitions, divestitures, joint ventures, business combinations and other transactions. As part of this process, Realty Income had identified Spirit as a potential candidate for a possible strategic objectives andtransaction with Realty Income.
Jackson Hsieh, the potential benefits and riskschief executive officer of any such transactions.
Glenn Rufrano, the Chief Executive Officer of VEREIT,Spirit, and Sumit Roy, the Chief Executive Officerchief executive officer of Realty Income, have periodically discussed with each other trends in the commercial net lease industry and their respective companies generally. These discussions, which began following Mr. Roy’sHsieh’s appointment as Chief Executive Officerchief executive officer of Realty IncomeSpirit in 2018,2017, generally occurred during meetings at investor and industry conferences. Neither Mr. RufranoHsieh nor Mr. Roy discussed the possibility of a potential business combination between Spirit and Realty Income at those times. In addition, Richard Gilchrist, chairman of the Spirit board of directors, and Michael McKee, chairman of the Realty Income board of directors, have periodically discussed with each other trends in the commercial net lease industry and their respective companies generally.
During 2021, Spirit developed a strategic business plan for 2022, which included a plan to acquire $1.3 billion to $1.5 billion worth of assets and generate adjusted funds from operation per share of Spirit common stock of $3.52 to $3.58, which, if achieved, would surpass Spirit’s goals for adjusted funds from operations per share of Spirit common stock for 2022 identified during Spirit’s December 2019 Investor Day.
In early May 2022, Mr. Roy sent Mr. Hsieh an email in which he suggested that they meet in San Diego, and they agreed during a telephone call that they would meet later that summer.

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From April 2022 through August 2022, Spirit pursued a large potential industrial/retail sale leaseback transaction that would have been transformational to Spirit. However, this transaction did not come to fruition, as members of Spirit’s management and the Spirit board of directors concluded that the terms demanded by the potential counterparties in these transactions would not have been in the best interests of Spirit and its stockholders.
In early August 2022, Mr. Hsieh told Mr. Roy that he would be in California the week of August 15, 2022, for personal matters, and Mr. Hsieh and Mr. Roy agreed that they would meet for lunch in San Diego on August 17, 2022.
On August 8 and 9, 2022, the Spirit board of directors held regularly scheduled board meetings. During the August 8, 2022 meeting, one of Morgan Stanley’s economists gave a presentation regarding the state of the U.S. economy. Additionally, members of Spirit’s management and the Spirit board of directors discussed Spirit’s short and long term operational and capital deployment strategy, including continued execution on Spirit’s portfolio transformation.
At its August 9, 2022 meeting, the Spirit board of directors held its third quarter board and annual strategy sessions, during which the Spirit board of directors continued its discussions regarding the business plan and strategy of Spirit, including the opportunities and risks associated therewith. Representatives of an investment bank attended the meeting, and the Spirit board of directors was provided an update on the commercial net lease sector generally, as well as market perspectives with respect to Spirit. This update analyzed potential strategic transactions involving Spirit, including a business combination with Realty Income. Representatives of the investment bank speculated that Realty Income might have interest in pursuing an acquisition of Spirit. During this discussion, members of the Spirit board of directors discussed the fact that shares of Spirit common stock were trading at a lower multiple of earnings as compared to other publicly traded companies in the commercial net lease industry, including Realty Income, and VEREIT at those times, exceptSpirit’s higher cost of capital as compared to such other industry participants. Following this update, members of Spirit’s management other than Mr. Hsieh were excused from the meeting. During an executive session of the Spirit board of directors, Mr. Hsieh then informed the other directors that in January 2020, in the course of similar discussions, Mr. Rufrano andhe planned to meet Mr. Roy discussedfor lunch the following week, noting that Mr. Roy had requested the meeting several months before but had not indicated the topics he planned to discuss with Mr. Hsieh. The Spirit board of directors, including Mr. Hsieh, agreed that if Mr. Roy raised the possibility of a potential acquisition of Spirit by Realty Income, Mr. Hsieh should inform Mr. Roy that Spirit was focused on executing on its strategic objectives and had confidence in its standalone plan, but that he and the other members of the Spirit board of directors were always focused on maximizing shareholder value. The Spirit board of directors also unanimously agreed that if Mr. Roy brought up a potential acquisition, Mr. Hsieh should engage with Mr. Roy on discussions regarding a potential transaction. The Spirit board of directors then discussed Mr. Hsieh’s potential responses if Mr. Roy asked for Mr. Hsieh’s views with respect to an exchange ratio in a potential stock-for-stock transaction, which discussion was informed by the update presented at the meeting, as well as other presentations that had been made to the Spirit board of directors over the years regarding potential business combinationcombinations involving Realty Income, and the directors’ views on the commercial net lease industry and the U.S. economy in general. The Spirit board of directors agreed that if Mr. Roy asked for his perspective, Mr. Hsieh would express the view that, subject to further discussion and diligence, a fixed exchange ratio of 0.825 shares of Realty Income common stock for each share of Spirit common stock might represent a value-maximizing transaction.
Early in the week of August 15, 2022, while in California, representatives of a different investment bank sent Mr. Hsieh material analyzing the market environment, which materials included recent trading prices and VEREIT, butimplied exchange ratios between Realty Income and Spirit. This investment bank’s also speculated that possibility was not explored further at that time.Realty Income might have interest in pursuing an acquisition of Spirit.
On January 6, 2021,August 17, 2022, Mr. Roy contactedand Mr. Rufrano by telephoneHsieh met in San Diego, California. During the meeting, Mr. Roy complimented Mr. Hsieh and the Spirit management team’s successful transformation of Spirit’s real estate portfolio, balance sheet and overall prospects. Mr. Hsieh and Mr. Roy also discussed market conditions and the publicly announced outlook for each of Spirit and Realty Income. Mr. Roy informed himMr. Hsieh that, based onupon Realty Income’s review of publicly available information, Realty Income was interested in exploring a potential business combination of Realty Income and VEREIT, which would also potentially involveSpirit, in a spin-off of VEREIT’s and Realty Income’s office properties,stock-for-stock transaction, and that Mr. Roy believed that such a combinationtransaction could be compelling for both parties and their

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respective stockholders. Mr. Roy explained to Mr. Hsieh that Realty Income was interested in pursuing a mutually agreeable transaction, and that Realty Income did not proposeintend to pursue a transaction with Spirit that did not have the support of the Spirit board of directors. Mr. Hsieh informed Mr. Roy that Spirit was confident in its standalone plan, including continuing to execute on the goals that Spirit had identified at its December 2019 Investor Day. Mr. Hsieh also informed Mr. Roy that he and the other members of the Spirit board of directors were always focused on maximizing value for shareholders, and that if Mr. Roy would like to make a proposal, Mr. Hsieh and the other members of the Spirit board of directors would consider and evaluate any material terms for any such combination during the conversation,offer. Mr. Roy indicated that he was not in a position to make a specific proposal at that time, but suggested that it would be helpful for Realty Income to have access to certain limited, nonpublic information about VEREITSpirit in order to further evaluate a potential business combination with VEREITSpirit and to prepare a potential proposal with respect thereto. Mr. Rufrano respondedHsieh informed Mr. Roy that he believed that, subject to further due diligence, a fixed exchange ratio of 0.825 shares of Realty Income common stock for each share of Spirit common stock could potentially be an exchange ratio that might yield a compelling transaction for holders of Spirit common stock. Mr. Hsieh also informed Mr. Roy that he would consider Mr. Roy’s suggestion.request that Spirit provide certain nonpublic information for Realty Income’s review. On August 17, 2022, the closing price of Spirit common stock was $43.52 per share, and the closing price of Realty Income common stock was $73.58 per share.
Following that conversation,his August 17, 2022 meeting with Mr. RufranoRoy, Mr. Hsieh consulted with Hugh R. Frater, Chairman ofMr. Gilchrist and summarized his meeting with Mr. Roy. Given the VEREITsupport for preliminary discussions expressed by the Spirit board of directors regarding a potential business combination of VEREIT and Realty Income, and the various factors to be considered by the VEREIT board of directors if VEREIT were to explore such a business combination.at its August 9, 2022 meeting, Mr. RufranoGilchrist and Mr. Frater were supportive of engaging in preliminary exploration of such a business combination with Realty Income, andHsieh agreed that Mr. RufranoHsieh should continue discussions with Mr. Roy regarding a potential business combination and that VEREITSpirit provide certain non-publicnonpublic information for Realty Income’s review consistent with Mr. Roy’s request.
On January 14, 2021,August 21, 2022, Spirit and Realty Income entered into a customary confidentiality and standstill agreement (the “August 2022 NDA”), which contained customary fall-away rights, and in the days that followed Spirit made available certain limited nonpublic information to Realty Income. From August 21, 2022 through September 27, 2022, members of Realty Income’s management engaged in business due diligence with respect to Spirit, requesting certain documentation and answers to business due diligence questions. Several calls between senior executives of Realty Income and Spirit occurred regarding property information and financial information.
On September 28, 2022, Mr. Roy called Mr. Hsieh and expressed appreciation for Spirit’s efforts in the due diligence process. Mr. Roy informed Mr. Hsieh that Realty Income’s due diligence review of Spirit had confirmed and enhanced Realty Income’s interest in a business combination with Spirit. However, Mr. Roy informed Mr. Hsieh that, due to the recent volatility in the U.S. capital markets, particularly the changing interest rate environment, Realty Income would not be able to make a compelling proposal to Spirit and therefore was not prepared to make a proposal at that time with respect to an acquisition of Spirit, and that Mr. Roy expressed interest in potentially reengaging at a later date.
Following Mr. Roy’s September 27, 2022 phone call, Mr. Hsieh notified Mr. Gilchrist of the developments with Realty Income. At a regularly scheduled meeting of the Spirit board of directors held a regularly scheduled telephonic meeting, in whichon November 4, 2022, during an executive session, Mr. RoyHsieh provided an update tomembers of the Realty IncomeSpirit board of directors with respectan update regarding the due diligence work completed by Realty Income, Realty Income’s continued interest in a business combination with Spirit, and the decision to his initialpause discussions with Mr. Rufrano. The Realty Incomegiven the volatility in the capital markets.
For the rest of 2022 and early 2023, Spirit continued to execute on its business plan, including meeting or exceeding most of its objectives identified during its December 2019 Investor Day and completing several capital markets transactions intended to successfully position Spirit for a higher interest rate environment. However, at Spirit’s regularly scheduled board meetings, including its November 4, 2022 meeting, the Spirit board of directors expressed their support forcontinued to discuss the fact that shares of Spirit common stock continued to trade at a lower multiple as compared to other publicly traded companies in the commercial net lease industry, including Realty Income, and Spirit’s cost of capital remained higher than other industry participants, in each case, notwithstanding Spirit’s execution of its 2022 business plan. At the November 4, 2022 meeting, members of Spirit’s management to continue its evaluationpresented a preliminary budget plan for 2023 that did not involve the issuance and sale of shares of Spirit common stock, but focused on acquiring assets with free cash flow after dividends and accretive asset dispositions. This plan proposed a potential strategic transaction involving VEREIT, including the entry into a confidentiality agreement for those purposes, and instructed management to seek to propose anreduced aggregate amount of acquisitions
 
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exchange ratio basedas compared to 2022, and focused on management’s due diligence, and to keepminimizing credit loss, which the Realty IncomeSpirit board of directors apprisedbelieved would showcase to the market the durability, quality and diversification of any material developments. Following thisSpirit’s property portfolio. Additionally, at its November 4, 2022 meeting and throughout the negotiations with VEREIT, Mr. Roy and members of Realty Income’s management regularly communicated and consulted with the membersat other meetings of the Realty IncomeSpirit board of directors regardingduring late 2022 and early 2023, the negotiations.Spirit board of directors discussed the fact that Spirit had successfully executed on its strategic plan for 2022, but notwithstanding this successful execution, Spirit continued to trade at a lower multiple than its peers in the net lease industry.
On January 20, 2021, VEREIT and Realty Income entered into a customary confidentiality and standstill agreement, and inMay 3, 2023, the days that followed VEREIT made available certain limited nonpublic information to Realty Income. From January 20, 2021 through April 29, 2021, members of Realty Income’s management and VEREIT’s management team held meetings to discuss due diligence matters.
On January 21, 2021, during an executive session that occurred following a telephonic meeting of VEREIT’s Nominating and Corporate Governance Committee, Mr. Rufrano provided a verbal update to the VEREIT directors regarding his conversations with Mr. Roy and VEREIT’s execution of a confidentiality agreement.
On February 16, 2021, Mr. Roy informed Mr. Rufrano that Realty Income planned to communicate a non-binding proposal with respect to a potential business combination of VEREIT and Realty Income following the release of both companies’ earnings reports for the fourth fiscal quarter and full fiscal year of 2020.
On February 18, 2021, the Realty IncomeSpirit board of directors held a regularly scheduled telephonicboard meeting, with representatives of Moelis, Realty Income’s financial advisor, and Latham & Watkins LLP (“Latham & Watkins”), Realty Income’s legal advisor,Morgan Stanley in attendance. MembersAt the meeting, members of Realty Income management reviewed with the Realty IncomeSpirit board of directors discussed with management Spirit’s strategic plan for the rest of 2023 and had preliminary discussions betweenregarding the 2024 strategic plan, including the impact of market conditions and the interest rate environment and Spirit’s cost of capital on Spirit’s future plans. During the meeting, representatives of Morgan Stanley presented to the Spirit board of directors their perspective on the macroeconomic outlook for the rest of 2023, including with respect to the U.S. real estate market, as well as their views on the potential interest rate environment in the coming years. During this presentation, representatives of Morgan Stanley noted that the relative multiple of adjusted funds from operations at which Realty Income traded as compared to Spirit’s multiple had widened since 2021. Additionally, representatives of Morgan Stanley reviewed the prevalence of shareholder activism within the real estate sector, and discussed the arguments that an activist might make in a hypothetical campaign at Spirit, as well as Spirit’s structural profile in that context.
On May 30, 2023, Mr. Hsieh contacted Mr. Roy and the two agreed to meet during the annual National Association of Real Estate Investment Trusts (“Nareit”) investor conference in New York City the following week.
On June 5, 2023, Mr. Hsieh and Mr. Roy met in New York City. During this meeting, Mr. Roy and Mr. RufranoHsieh discussed potentially reengaging with respect to date, the status of Realty Income management’s evaluation of VEREIT and the potential business combination with VEREIT. The Realty Income board of directors, together with Realty Income management and its external advisors, conducted an extensive discussion of the strategic rationale of a potential business combination with VEREIT, as well as the potential risks. Representatives of Realty Income management and Moelis reviewed with the Realty Income board of directors an overview of the business combination. Following these discussions, the Realty Income board of directors authorized Mr. Roy, following the respective earnings releases of Realty Income and VEREIT, to communicate to VEREIT a non-binding proposal to acquire all outstanding shares of VEREIT common stock in a stock-for-stock transaction atHsieh reiterated that he believed that a fixed exchange ratio of 0.6490.825 shares of Realty Income common stock for each share of Spirit common stock could potentially be an exchange ratio that would yield a compelling transaction for holders of Spirit common stock. Mr. Hsieh also noted that Mr. Roy had yet to make a proposal, despite the due diligence review Realty Income had conducted in August and September of 2022. Mr. Roy informed Mr. Hsieh that he would be in touch with respect to potential next steps once the investor conference had concluded. On June 5, 2023, the closing price of Spirit common stock was $39.29 per share, and the closing price of VEREITRealty Income common stock subjectwas $59.99 per share.
Following the investor conference, on June 9, 2023, Mr. Roy and Mr. Hsieh agreed that representatives of Realty Income would reach out to furtherrepresentatives of Spirit in order to reengage with respect to business due diligence, and, asin order to provide Realty Income with information necessary to negotiate the exchange ratio within the parameters discussed in the meeting.make a proposal for a potential business combination. From June 9, 2023 through October 29, 2023, representatives of Realty Income held telephonic meetings with representatives of Spirit to conduct due diligence.
On February 22, 2021, Realty Income released its earnings reports for the fourth fiscal quarter and full fiscal year of 2020.
On February 23, 2021, during a regularly scheduled meeting of the VEREIT board of directors, Mr. Rufrano provided the VEREIT board of directors an overview regarding capital markets and potential M&A activity generally, based on information provided by J.P. Morgan that was not tailored to address a potential combination between VEREIT and Realty Income.
On February 24, 2021, VEREIT released its earnings reports for the fourth fiscal quarter and full fiscal year of 2020.
On February 25, 2021,July 17, 2023, Mr. Roy called Mr. RufranoHsieh and presented to him a verbal non-bindingnonbinding proposal (the “February 25“July 17 proposal”), pursuant to which, subject to further due diligence, Realty Income would acquire VEREITSpirit in a stock-for-stock transaction with a fixed exchange ratio of 0.6490.732 shares of Realty Income common stock per share of VEREITSpirit common stock. As part of his proposal,Mr. Hsieh informed Mr. Roy proposed that Realty Income and VEREIThe would substantially concurrentlydiscuss the July 17 proposal with the closingSpirit board of directors and that he would provide a response to the acquisition, divest their respective office properties, either throughJuly 17 proposal on August 11, 2023. Mr. Hsieh also informed Mr. Roy that he believed that, based on prior discussions, the Spirit board of directors would likely view the exchange ratio in the July 17 proposal as insufficient, and that, absent a compelling proposal, the Spirit board of directors would continue to pursue its standalone business plan, including pursuing a potential large sale to third parties or distribution to an independent, newly formed, publicly traded REIT.leaseback property transactions.
During a telephonic meeting of the VEREITSpirit board of directors on February 26, 2021,July 18, 2023, Mr. RufranoHsieh updated the VEREITSpirit board of directors regarding the February 25July 17 proposal. In light of the fact that VEREIT’s stock price had risen following its announcement of results for the 2020 fiscal year and its projected guidance for 2021, and following discussion by the VEREITThe Spirit board of directors of VEREIT’s plansdiscussed the July 17 proposal, and prospects as a standalone company,Mr. Hsieh informed the VEREITSpirit board of directors rejectedthat, in his opinion, the February 25July 17 proposal did not represent Realty Income’s best and final offer. Following this conversation, the Spirit board of directors instructed Mr. Hsieh to contact Morgan Stanley and J.P. Morgan to potentially serve as financial advisors to assist the Spirit board of directors in its consideration of Realty Income’s proposal, and Mr. Hsieh accordingly contacted representatives of Morgan Stanley and J.P. Morgan following the July 18, 2023 meeting.
 
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instructed Mr. Rufrano to tell Mr. Roy that Realty Income would need to increaseOn August 10, 2023, the proposed exchange ratio in order for the VEREITSpirit board of directors held a meeting, with representatives of J.P. Morgan, Morgan Stanley and Latham & Watkins LLP (“Latham & Watkins”), Spirit’s corporate legal counsel, in attendance. Representatives of J.P. Morgan and representatives of Morgan Stanley each reviewed separate presentations with the Spirit board of directors, which presentations analyzed market conditions, including the interest rate environment and developments in the commercial net lease sector. During these presentations, representatives of Morgan Stanley and representatives of J.P. Morgan discussed Spirit’s performance over time and noted that, despite the fact that it continued to consider continuingexecute on its business plan, Spirit had consistently traded at a discount relative to engageits peers in negotiationsthe net lease industry, and also continued to face challenges with respect to lowering its cost of capital, particularly in a proposedhigher interest rate environment. Representatives of each of J.P. Morgan and Morgan Stanley also addressed the advantages and disadvantages of various strategic alternatives available to Spirit and discussed the July 17 proposal and potential responses by Spirit. Alternatives discussed included continuing discussions with Realty Income, pursuing other potential public partners or private buyers, pursuing large portfolio acquisitions and focusing on Spirit’s standalone business combination.
On February 27, 2021, Mr. Rufrano informed Mr. Royplan. Representatives of Morgan Stanley and J.P. Morgan each noted in their materials that the relative spread between Spirit and Realty Income’s 2023 adjusted funds from operations multiple had compressed as compared to historical trends, which made a stock-for-stock transaction more favorable to holders of Spirit common stock. During these discussions, it was noted that there were not likely to be a large number of potential acquirers of Spirit, and that given Spirit’s size, the growth profile of the VEREITcommercial net lease sector and the interest rate environment, it was unlikely that any potential acquirer of Spirit would be prepared to include significant cash consideration in a transaction. Additionally, representatives of each of J.P. Morgan and Morgan Stanley provided an overview of Realty Income and their perspective on the July 17 proposal, including a variety of potential responses to the July 17 proposal.
Following these two presentations, representatives of Latham and Watkins reviewed with the Spirit board of directors the directors’ position,duties with respect to evaluating its strategic alternatives, including change of control transactions. Additionally, the need forrepresentatives of Latham and Watkins in attendance discussed the fact that a separate Latham and Watkins team had historically represented Realty Income to increase its proposed exchange ratioas Realty Income’s corporate legal counsel and in order for VEREIT management to continue to engage inother strategic transactions. and noted that, if discussions regarding a potential business combination.transaction between Spirit and Realty Income proceeded, it would be advisable for Spirit to retain legal counsel other than Latham & Watkins to represent Spirit in such a transaction. Following this discussion, the representatives of Latham & Watkins were excused from the meeting. During the pendency of discussions between Spirit and Realty Income regarding a potential transaction, Latham & Watkins maintained an “ethics wall” between the team representing Realty Income and the team that had represented Spirit.
On March 10, 2021,The Spirit board of directors then discussed their perspectives on the presentations made by J.P. Morgan and Morgan Stanley, as well as the various alternatives available to Spirit, and, following discussion of Spirit’s plans and prospects as a standalone company, the Spirit board of directors rejected the July 17 proposal and instructed Mr. Hsieh to contact Mr. Roy presented to Mr. Rufrano an updated verbal non-binding proposal (the “March 10 proposal”) pursuant to which, subject to further due diligence,and make a counteroffer whereby Realty Income proposed to increase thewould acquire Spirit in a stock-for-stock transaction with a fixed exchange ratio to 0.695of at least 0.780 shares of Realty Income common stock per share of VEREITSpirit common stock, representing an implied price per sharestock.
On August 11, 2023, Mr. Hsieh called Mr. Roy and informed him that the Spirit board of VEREIT common stockdirectors had determined that the exchange ratio in the July 17 proposal was insufficient, and that the Spirit board of $42.69 based on the closing pricedirectors had instructed him to make a verbal nonbinding proposal (the “August 11 proposal”), pursuant to which, subject to due diligence, Realty Income would acquire Spirit in a stock-for-stock transaction with a fixed exchange ratio of 0.785 shares of Realty Income common stock on March 10, 2021.per share of Spirit common stock. Mr. Roy informed Mr. RufranoHsieh that Realty Income was continuing to make progress on its due diligence review, and that Realty Income would respond to the March 10August 11 proposal was conditioned uponin the abilitycoming weeks.
On September 18, 2023, Mr. Roy called Mr. Hsieh and presented to him a verbal nonbinding proposal (the “September 18 proposal”), pursuant to which, subject to confirmatory due diligence, Realty Income would acquire Spirit in a stock-for-stock transaction with a fixed exchange ratio of the parties to, substantially concurrently with the closing of the acquisition, divest their respective office properties, either through a potential sale to third parties or distribution to an independent, newly formed, publicly traded REIT. On March 10, 2021, the closing price of VEREIT common stock was $38.71 per share, and the closing price0.760 shares of Realty Income common stock per share of Spirit common stock. When Mr. Hsieh asked Mr. Roy if the September 18 proposal was $61.42 per share.
Following this conversation,Realty’s best and final proposal, Mr. Rufrano providedRoy stated that an updateaccretive transaction was very important to Mr. Frater onRealty Income, that he viewed the discussions with Mr. Roy. During his discussion with Mr. Frater, Mr. Frater agreedproposal as fair, and requested that Mr. Rufrano should contact J.P. MorganSpirit provide a response to potentially serve as a financial advisor to assist the VEREIT board of directors in its consideration ofSeptember 18 proposal quickly, but did not state that the September 18 proposal was Realty Income’s proposal,best and Mr. Rufrano accordingly contacted representatives of J.P. Morgan on March 12, 2021.
From March 10, 2021 to March 24, 2021, Mr. Rufrano discussed the March 10 proposal and the opportunity for exploring a potential transaction with members of the VEREIT board of directors, and received their views and opinions related to the same.
On March 12, 2021, Realty Income and VEREIT executed an amended and restated confidentiality and standstill agreement on substantially similar terms to the existing confidentiality and standstill agreement, other than to make the obligations under the agreement mutual to facilitate Realty Income making certain limited nonpublic information available to VEREIT in connection with VEREIT’s due diligence of Realty Income.
On March 16, 2021, at the direction of Realty Income, representatives of Moelis met with representatives of J.P. Morgan, acting at the direction of VEREIT management, to discuss Realty Income’s March 10 proposal and underlying assumptions.
On March 24, 2021, the VEREIT board of directors held a meeting to discuss the potential transaction with Realty Income, with representatives of J.P. Morgan and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), legal counsel to VEREIT, participating. A representative of Wachtell Lipton reviewed with the VEREIT board of directors the process for evaluating and responding to the March 10 proposal and the information that would be provided by its advisors to enable the VEREIT board of directors to fulfill its duties in connection with such evaluation. Also during this meeting, representatives of J.P. Morgan advised the VEREIT board of directors of the nature of the financial analyses it would perform, which would include a review of strategic alternatives. The VEREIT board of directors determined to reconvene to continue their evaluation of the March 10 proposal once J.P. Morgan had completed its review of the financial terms of the March 10 proposal.
On April 1, 2021, the VEREIT board of directors held a meeting to continue its discussions with respect to the potential transaction with Realty Income, with representatives of J.P. Morgan and Wachtell Lipton participating. Mr. Rufrano reported to the VEREIT board of directors on the various discussions he had with Mr. Roy regarding the potential transaction, including the proposed exchange ratio reflected in the March 10 proposal and the proposed spin-off of VEREIT’s and Realty Income’s office properties. A representative of J.P. Morgan provided the VEREIT board of directors with, among other information, an overview of market conditions for REITs and the net lease sector, VEREIT’s position as compared to its peers in the net lease industry, an overview of the financial terms of the March 10 proposal, and an overview of other strategic alternatives that VEREIT could pursue, including remaining as a standalone company or pursuing anfinal offer.
 
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alternative transaction. A representative of Wachtell Lipton reviewed withOn September 19, 2023, the VEREITSpirit board of directors held a meeting to discuss the directors’ duties under Maryland lawSeptember 18 proposal, with representatives of Morgan Stanley, J.P. Morgan and Latham & Watkins present. During the meeting, Mr. Hsieh provided a summary of the negotiations since the August 10, 2023 meeting of the Spirit board of directors, including Spirit’s August 11 proposal and Realty Income’s September 18 proposal. The Spirit board of directors discussed the September 18 proposal with members of Spirit management and representatives of J.P. Morgan and Morgan Stanley. Additionally, the Spirit board of directors discussed market conditions for REITs and the commercial net lease sector, the interest rate environment, the conditions in the U.S. capital markets, Spirit’s position as wellcompared to its peers in the commercial net lease industry and the strategic alternatives that Spirit could pursue, including remaining as the terms for the potential transaction proposed by Realty Income.a standalone company or pursuing an alternative transaction. The VEREITSpirit board of directors, together with VEREITSpirit’s management and its external advisors, conducted an extensive discussion of the strategic rationale of a potential business combination with Realty Income and potential benefits to VEREIT’sSpirit’s stockholders, as well as potential risks, including conditionality relating to the spin-off of the office properties.risks. In addition, the VEREITSpirit board of directors considered the possibility of soliciting alternative transaction proposals from other third parties, and the potential benefits and risks that could entail. Following discussion, the VEREITSpirit board of directors directeddetermined to meet again in several days to further discuss the September 18 proposal.
On September 22, 2023, the Spirit board of directors held another meeting to discuss the September 18 proposal. During the meeting, the Spirit board of directors continued its discussion of potential responses to Realty Income’s September 18 proposal, including with respect to identifying Spirit’s financial and legal advisors should negotiations with Realty Income move forward. Mr. RufranoHsieh recommended that Spirit formally engage J.P. Morgan and Morgan Stanley as its financial advisors in connection with a potential transaction and that Spirit engage Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) as its legal counsel in connection with a potential transaction. Additionally, Mr. Hsieh expressed his opinion that the 0.760 exchange ratio in the September 18 proposal did not represent Realty Income’s best and final offer, and recommended that Spirit reject the September 18 proposal, and request that Realty Income increase the exchange ratio. Mr. Hsieh also requested authorization from the Spirit board of directors for Spirit’s management to contactcommence reverse due diligence on Realty Income.
Following this discussion, representatives of J.P. Morgan and Latham and Watkins were invited to join the meeting. Representatives of J.P. Morgan provided the Spirit board of directors with, among other information, an overview of the financial terms of the September 18 proposal, as well as an update on market conditions. Following a discussion with representatives of J.P. Morgan regarding the September 18 proposal and potential next steps, the representatives of J.P. Morgan were excused from the meeting. The Spirit board of directors then continued its discussion of potential responses to the September 18 proposal, including Mr. Hsieh’s recommendations. Additionally, the Spirit board of directors discussed with Spirit management Spirit’s standalone plan and its outlook for 2024. Following this discussion, the Spirit board of directors authorized Mr. Hsieh to (i) formally engage J.P. Morgan and Morgan Stanley as financial advisors to Spirit in connection with the potential transaction, (ii) engage Wachtell Lipton as legal advisor to Spirit in connection with the potential transaction, (iii) reject the September 18 proposal and request that Realty Income increase the proposed exchange ratio and (iv) commence reverse due diligence with respect to Realty Income.
Following the meeting, on September 22 Mr. Hsieh called Mr. Roy and informinformed him that the VEREITSpirit board of directors was not prepared to proceed withaccept the proposed transactions on the terms contemplated by the March 10 proposal, and to work with representatives of J.P. Morgan to prepare a counterproposal based on the discussions at the meeting and to negotiate with Realty Income to increase the proposed0.760 exchange ratio in the March 10 proposal for the benefit of VEREIT’s stockholders.
Between April 1, 2021September 18 proposal. Mr. Hsieh also indicated that Spirit would need to commence reverse due diligence with respect to Realty Income to continue negotiations, and April 6, 2021,following discussions, Mr. Rufrano worked with representatives of J.P. MorganRoy agreed to determine a counterproposalprovide reverse due diligence to the March 10 proposal.Spirit.
On April 6, 2021, representatives of J.P. MorganSeptember 25, 2023, Spirit and Moelis metRealty Income entered into a separate confidentiality and at the direction of VEREIT management, representatives of J.P. Morgan presented VEREIT’s non-binding counterproposal (the “April 6 proposal”), pursuantstandstill agreement to which VEREIT proposedfacilitate Realty Income making certain limited nonpublic information available to increase the fixed exchange ratio to 0.730 sharesSpirit in connection with Spirit’s due diligence of Realty Income common stock per share of VEREIT common stock.Income. Additionally, representatives of J.P. Morgan, at the direction of VEREIT management, proposedparties amended the August 2022 NDA to include a “market check” provision in the form of a “go-shop” in the definitive agreement related to the proposed transaction that would permit VEREIT and its representatives to solicit alternative acquisition proposals after the announcement of a transaction with Realty Income, with a reduced termination fee payable if such a proposal was accepted within a certain period of time. J.P. Morgan, acting at the direction of VEREIT management, and Moelis also discussedprovide for an alternative market check mechanism in the form of a “window shop.” In addition, at the direction of VEREIT management, J.P. Morgan communicated VEREIT’s position that the proposed transaction should not be conditioned upon the consummation of the proposed spin-off of the office properties. Representatives from Moelis agreed to communicate the terms of the April 6 proposal to Realty Income.
On April 7, 2021, Mr. Roy and Mr. Rufrano discussed the April 6 proposal, and Mr. Roy confirmed to Mr. Rufrano that Realty Income would not agree to a transaction on those proposed terms. Thereafter, following ongoing discussions in a series of calls between Mr. Roy and Mr. Rufrano, Mr. Rufrano ultimately proposed a fixed exchange ratio of 0.715 shares of Realty Income common stock per share of VEREIT common stock.
On April 8, 2021, Mr. Roy, following discussions with certain other members of the Realty Income board of directors and management, presented to Mr. Rufrano a verbal non-binding proposal (the “April 8 proposal”), indicating a proposed increase to the exchange ratio from 0.695 to 0.705 shares of Realty Income common stock per share of VEREIT common stock, as well as certain other proposed terms, including the addition of two members of the VEREIT board of directors to the Realty Income board of directors following the closing of the transaction, no “market-check” provision with the terms that had been suggested by J.P. Morgan, and the readiness to effect the spin-off of the office properties as a condition to the consummation of the transaction. Later on April 8, 2021, at the instruction of VEREIT management, representatives of J.P. Morgan contacted representatives of Moelis to negotiate for a higher exchange ratio, and were informed by Moelis, based on guidance from Realty Income, that Realty Income would not be willing to increase its proposed exchange ratio.
Later on April 8, 2021, after a discussion with Mr. Frater, Mr. Rufrano contacted Mr. Roy and requested that Mr. Roy provide a written term sheet reflecting the key termsextension of Realty Income’s proposal so thatobligations with respect to the VEREIT board of directors could evaluatestandstill and the proposal.
On April 9, 2021, Mr. Roy delivered a written non-binding term sheet reflecting the substantive terms of the April 8 proposal (the “April 9 proposal”), including, among other terms, the proposed fixed exchange ratio of 0.705.confidentiality obligations set forth therein.
From April 9, 2021 to the announcement of the execution of the Merger Agreement, VEREITSeptember 25, 2023 through October 29, 2023, Spirit and Realty Income, with the assistance of their respective advisors, continued to engage in mutual due diligence,

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available information and information provided in their respective virtual data rooms,rooms. In connection with that process, Spirit made available to Realty Income and participatingits representatives certain additional due diligence information in additional discussions regarding overalla virtual data room, including the Spirit Standalone Projections, and Realty Income made available to Spirit and its representatives certain due diligence information in a confidential virtual data room, including the information that comprised the Realty Income Standalone Projections.
In early October, Mr. Roy emphasized to Mr. Hsieh that it was important for the parties, if they were to reach agreement on a potential transaction, structure andto announce the proposed separationtransaction prior to the release of Realty Income’s earnings for the office properties.third quarter of 2023, in light of Realty Income’s other strategic initiatives, including its planned capital markets activities.
On April 13, 2021,October 3, 2023, the VEREITSpirit board of directors held a meeting to discuss the April 9 proposal,potential transaction with Realty Income, with representatives of J.P. Morgan, Morgan Stanley and Wachtell Lipton participating. Mr. Rufrano reported to the VEREIT board of directors on his recent discussions with Mr. Roy as well as the discussions between J.P. Morgan and Moelis, and the status of the negotiations between the parties. Representatives of J.P. Morgan provided the VEREIT board of directors with an overview of the financial terms of the April 9 proposal, as well as an overview of precedent transaction terms, including with respect to the prevalence and form of post-signing market checks in similar transactions. A representative of Wachtell Lipton also discussed various terms ofreviewed with the April 9 proposal. In addition, VEREIT management updated the VEREITSpirit board of directors the directors’ duties under Maryland law in their consideration of a proposed transaction with Realty Income. Following this review, Mr. Hsieh provided an update on discussions regarding a potential transaction with Realty Income, including Spirit’s preliminary findings in its due diligence review of Realty Income. Representatives of J.P. Morgan and Morgan Stanley provided an overview of macroeconomic conditions in the United States, including market perspectives on inflation and the potential of a recession occurring in the near term. In particular, representatives of J.P. Morgan and Morgan Stanley highlighted market perspectives regarding interest rates, including the emerging view that the U.S. Federal Reserve would maintain higher interest rates for longer than previously anticipated. Additionally, representatives of J.P. Morgan and Morgan Stanley noted that the positive momentum of the first half of 2023 in the commercial net lease industry had largely evaporated given the expectations with respect to the interest rate environment, and noted that the trading price of both Realty Income common stock and Spirit common stock had declined since the Spirit board of directors’ August 10, 2023 meeting.
Following this overview, representatives of J.P. Morgan and Morgan Stanley provided their perspectives on Spirit’s standalone plan as compared to pursuing a transaction with Realty Income, including a discussion of the fact that shares of Spirit common stock continued to trade at a discount to its peers in the commercial net lease industry, and that Spirit continued to have a higher cost of capital than many of its net lease peers, including Realty Income. The Spirit board of directors noted the difficulty with achieving a more competitive cost of capital in a higher interest rate environment with softer macroeconomic conditions. The Spirit board of directors, Spirit’s management and its financial advisors also discussed their expectation that Spirit’s growth profile over the next two years was expected to be lower than many of its commercial net lease peers, including Realty Income. Following this discussion, the Spirit board of directors and its advisors discussed the timing of a transaction with Realty Income, and the benefits and risks of pursuing a transaction at the current time, as well as the benefits and risks of waiting to pursue a transaction. The considerations discussed included the difficulty of Spirit obtaining accretive growth, given its higher cost of capital and the economic and interest rate environment, the advantage that the combined company would have to leverage its size, scale and credit profile to drive further growth and refinance debt maturities at favorable rates, and that pursuing a transaction could mitigate risks inherent in Spirit’s go-forward standalone plan during a time of uncertainty in the commercial net lease industry. The Spirit board of directors also discussed the possibility that, if interest rates were to decline in the near term, Spirit’s standalone plan might create more value than a transaction with Realty Income, as well as encourage other potential counterparties that might be interested in acquiring Spirit, including for cash, as well as the risk that failing to pursue a transaction with Realty Income would lead to Realty Income pursuing other opportunities, and that, based on his discussions with Mr. Roy and the other discussions with Realty Income to date, Mr. Hsieh believed that if the parties did not agree on a transaction prior to the release of Realty Income’s earnings for the third quarter of 2023, Realty Income would not consider pursuing a transaction with Spirit until the first quarter of 2024 at the earliest.
Following this discussion, representatives of J.P. Morgan and Morgan Stanley provided their perspectives on the statushistorical trading prices of Spirit and Realty Income, as well as their perspectives on each company’s portfolio, and expressed the ongoing diligence review. view that it was unlikely that there were potential acquirers that would be interested in pursuing a transaction with Spirit at this time involving significant cash consideration, and a limited group of potential strategic acquirers that might be interested in pursuing a stock-for-stock

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transaction with Spirit. The Spirit board of directors then discussed with its legal and financial advisors the possibility of including a “market check” provision in any proposed transaction with Realty Income, which provision would provide for a reduced termination fee payable if an alternative proposal was made and accepted within a certain period of time. The Spirit board of directors discussed both a “go-shop” provision, which would provide Spirit and its representatives with the ability to solicit alternative proposals following the execution of a definitive agreement with Realty Income and a reduced termination fee payable if such a proposal was accepted within a certain period of time, and a “window-shop” provision, where Spirit and its representatives would not be permitted to solicit alternative proposals following the signing of definitive documentation, but would have the benefit of a reduced termination fee for a certain period of time. The Spirit board of directors further discussed the limited number of potential alternative counterparties that would be interested and able to pursue a strategic transaction with Spirit, and the fact that any transaction with Realty Income would be publicly announced, which the Spirit board of directors believed indicated that the ability to actively solicit other proposals following the execution of a definitive agreement with Realty Income pursuant to a “go-shop” provision would not provide much incremental value beyond the incentive of a two-tiered termination fee pursuant to a “window-shop” provision.
Following extensive discussions,discussion, the VEREITSpirit board of directors instructed Mr. Hsieh and the other members of VEREITSpirit’s management to pursue further negotiations of a possible transaction at the proposedwith Realty Income, and to make a counteroffer whereby Realty Income would acquire Spirit in a stock-for-stock transaction with a fixed exchange ratio of 0.705, including continuingat least 0.775 shares of Realty Income common stock per share of Spirit common stock, with the goal of obtaining an increase from the 0.760 exchange ratio from the September 18 proposal. Additionally, the Spirit board of directors instructed Mr. Hsieh to negotiate forfocus his efforts in the negotiation on obtaining a higher exchange ratio, and not to discuss the possibility of a “market check” provisionor any other terms at that time.
On October 4, 2023, Mr. Hsieh called Mr. Roy and proposed that Realty Income would acquire Spirit in a stock-for-stock transaction with a fixed exchange ratio of 0.777 shares of Realty Income common stock per share of Spirit common stock. Mr. Roy responded that he had met with the Realty Income board of directors, and that based on that meeting he proposed that Realty Income would acquire Spirit in a stock-for-stock transaction with a fixed exchange ratio of 0.762 shares of Realty Income common stock per share of Spirit common stock (the “October 4 proposal”). Mr. Roy informed Mr. Hsieh that the October 4 proposal was Realty Income’s best and final offer. Mr. Roy also reiterated the importance for the parties to seekmove diligently, if they were to limitreach agreement on a potential transaction. On October 4, 2023, the conditionality relating toclosing price of Spirit common stock was $33.10 per share, and the spin-offclosing price of Realty Income common stock was $49.57 per share.
On October 5, 2023, Mr. Gilchrist and Mr. McKee, chairman of the office properties.
Also on April 13, 2021, the Realty Income board of directors, had a telephone call to discuss the potential transaction, current market perspectives, the companies’ respective portfolios and the commercial net lease industry in general. Mr. McKee confirmed to Mr. Gilchrist that the October 4 proposal represented Realty Income’s best and final offer.
Later on October 5, 2023, the Spirit board of directors held a meeting to discuss the April 9October 4 proposal, with representatives of MoelisMorgan Stanley, J.P. Morgan and Latham & WatkinsWachtell Lipton participating. During the meeting, Mr. Hsieh provided a summary of his October 4, 2023 discussion with Mr. Roy, and he outlined the October 4 proposal. Additionally, Mr. Gilchrist provided the Realty Income boarda summary of directorshis October 5, 2023 discussion with an overviewMr. McKee. Following this discussion, representatives of J.P. Morgan and Morgan Stanley provided their perspective on the latest developments and discussions regarding the potential strategic transaction, including the terms of the April 9October 4 proposal, the remaining open negotiating points, the potential debt and financing implications of the possible transaction, and the status of its due diligence to date, including with respect to VEREIT generallythe relative trading prices and the proposed spin-offtrading multiples of the office properties. Representatives of Moelis also reviewed with theSpirit and Realty Income, as well as their historical exchange ratio. Following this review, the Spirit board of directors certain market trading information,engaged in a reviewdiscussion of VEREIT’s fourth quarter earnings performancethe various matters considered at the October 3, 2023 meeting, including the benefits and public guidance for 2021,risks of continuing to pursue Spirit’s standalone plan and preliminary accretion analysis based onwhether to solicit proposals from other counterparties, as well the benefits and risks of pursuing a transaction with Realty Income. Following extensive discussion, the Spirit board of directors instructed Mr. Hsieh and members of Spirit’s management to (i) continue negotiations with Realty Income management’s financial cases available as of April 8regarding a transaction at the proposed exchange ratio. Moelisratio of 0.762, (ii) negotiate for a “market check” provision and (iii) ensure that holders of Spirit common stock would have the right to continue to receive ordinary course dividends for the period from the execution of definitive documentation to the consummation of a transaction. The Spirit board of directors also expressed support for seeking to announce the potential transaction prior to the release of Spirit’s and Realty Income’s earnings for the third quarter of 2023.

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On October 5, 2023, Mr. Hsieh and Mr. Roy had a telephone call, during which Mr. Hsieh informed Mr. Roy that the Spirit board of directors was prepared to pursue a transaction on the terms set forth in the October 4 proposal, so long as (i) the definitive documentation provided Latham with a letter reviewing relationships withcustomary “market check” provision, (ii) holders of Spirit common stock continued to receive dividends during the period between the signing of definitive documentation and the closing of a transaction, and (iii) the parties executed definitive documentation and announced the transaction in October 2023. Over the course of several calls on October 5, 2023, Mr. Roy agreed to these terms, and Mr. Hsieh and Mr. Roy ultimately agreed that the parties would target the execution of definitive documentation and the announcement of a transaction on October 30, 2023. Realty Income and VEREIT, whichSpirit also consented to representatives of Latham discussed with the& Watkins who had not previously acted as Spirit’s corporate legal counsel representing Realty Income board of directors. Following these discussions, the Realty Income board of directors instructed Realty Income management andas its advisorslegal advisor with respect to continue to negotiate the outstanding terms of the potential transaction, to continueso long as Latham & Watkins maintained its due diligence, and to provideexisting “ethics wall.” Mr. Roy also informed Mr. Hsieh that Realty Income’s legal advisor would prepare an update toinitial draft of the Realty Income board of directors once the remaining terms had been negotiated and Realty Income management’s due diligence was complete.proposed merger agreement.
On April 14, 2021,October 13, 2023, Latham & Watkins provided an initial draft of the proposed merger agreement to Wachtell Lipton, which did not provide for a post-signing market check for the benefit of VEREIT,Lipton. Between October 13, 2023 and proposed that the readiness to effect the spin-off of the office properties, including the effectiveness of a Form 10 Registration Statement required to complete the spin-off, would be a condition to Realty Income’s obligation to consummate the Mergers. Between April 14, 2021 and AprilOctober 29, 2021,2023, Mr. RoyHsieh and Mr. Rufrano,Roy, as well as VEREITSpirit’s and Realty Income’s respective management teams and legal and financial advisors, engaged in extensive negotiations regarding the terms of the proposed merger agreement, including the terms of athe “market check” provision, the structure of the transactions, the size of the termination feesfee and expense reimbursement fees, whether readiness to effectuate the spin-off would be a conditionfee, Spirit’s obligations with respect to the parties’ obligations to consummateoperation of its business during the Mergers, andperiod between the terms and conditions thereof. During the course of these negotiations, Mr. Rufrano and Mr. Roy agreed that VEREIT would be provided with a “window-shop” period with a reduced termination fee payable by VEREIT if the merger agreement was terminated in certain circumstances within forty-five (45) days after the executionsigning of the merger agreement. In addition, they agreed that Realty Income would not be obligated to consummate the Mergers until the spin-off was ready, in all respects, to be consummated contemporaneously withMerger Agreement and the consummation of the Mergers, but that if this condition is not satisfied or waived by nine months afterMerger, the executionscope of the merger agreement, Realty Income would be automatically deemedrestrictions applicable to have waived this condition (and at that point, assuming all other conditions to closing have been satisfied,actions taken by Spirit during the parties would be obligated to closeperiod between the Mergers, regardless of whether the spin-off is ready to be consummated).
On April 20, 2021, Mr. Roy, upon invitation by the VEREIT board of directors, met with the VEREIT board of directors to discuss and respond to questions regarding, among other things, the evolution of Realty Income’s business and its views on the future, including the potential benefitssigning of the proposed business

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combination, an overview of Realty Income’s plans to develop its non-U.S. business and other opportunities for growthMerger Agreement and the anticipated integration process. Following the discussion with Mr. Roy, the independent directorsconsummation of the VEREIT board of directors discussed, without Mr. Roy participating, their views on the information provided by Mr. Roy,Merger, including the strategic rationale and potential riskswith respect to employee compensation and benefits and employee retention matters, and the structure of the proposed business combination.transaction.
On April 25, 2021,October 18, 2023, the VEREITSpirit board of directors held a meeting, with representatives of J.P. Morgan, and Wachtell Lipton participating, to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with Realty Income, including regarding the status of negotiations with respect to the proposed terms of the merger agreement, the mutual due diligence review and the timing for a potential transaction announcement.
On April 26, 2021, the Realty Income board of directors held a meeting to discuss the status of the potential transaction with VEREIT, with representatives of Moelis, Latham & Watkins and Ballard Spahr LLP (“Ballard Spahr”), Realty Income’s Maryland counsel, participating. Mr. Roy provided an update regarding the status of discussions and negotiations of a potential transaction with VEREIT since the prior meeting of the Realty Income board of directors. Moelis reviewed certain preliminary financial information and other data related to the proposed transaction based on the proposed exchange ratio. Representatives from Latham & Watkins and Ballard Spahr also provided an overview of the directors’ duties under Maryland law with respect to the proposed transaction. Representatives from Latham & Watkins also summarized the key terms of the merger agreement and the status of remaining open terms. Following discussions, the Realty Income board of directors authorized Realty Income’s management and its advisors to finalize negotiations of the merger agreement and the related transaction documents for final evaluation.
On April 27, 2021, the VEREIT board of directors held a meeting to discuss, among other matters, the potential transaction with Realty Income, with representatives of J.P. Morgan Stanley and Wachtell Lipton participating. Mr. RufranoAt the meeting, members of Spirit senior management reviewed and discussed Spirit’s long-range outlook and financial plan, including the Spirit Standalone Projections that had been prepared by management for discussion and review with the Spirit board of directors. The Spirit Standalone Projections are more fully described in “— Spirit Unaudited Prospective Financial Information.” Following this review and discussion, members of Spirit management provided an update regarding the status of discussions and negotiations of a potential transaction with Realty Income since the April 25, 2021 VEREITOctober 5, 2023 Spirit board of directors meeting, and representatives of Wachtell Lipton provided an overview of the principal terms of the draft merger agreement shared by Latham & Watkins.
On October 27, 2023, the Spirit board of directors held a meeting to discuss the potential transaction with Realty Income, with representatives of J.P. Morgan, Morgan Stanley and Wachtell Lipton participating. Mr. Hsieh provided an update regarding the status of discussions and negotiations of a potential transaction with Realty Income since the October 18, 2023 Spirit board of directors meeting. Representatives of J.P. Morgan and Morgan Stanley reviewed and discussed with the VEREITSpirit board of directors, among other matters, the financial aspects of the proposed transaction and itstheir preliminary financial analyses of the proposed 0.7050.762 exchange ratio to be provided in the proposed Merger. AtAdditionally, prior to the directionmeeting, J.P. Morgan had provided a relationship disclosure letter (a draft of which had been reviewed by members of Spirit senior management and Wachtell Lipton) to the VEREITSpirit board of directors J.P. Morgan also provided Wachtell Liptonproviding certain information regarding its relationships with a letter reviewing relationships withSpirit and Realty Income, and VEREIT,prior to the meeting Morgan Stanley had provided a relationship disclosure letter (a draft of which had been reviewed by members of Spirit senior management and Wachtell LiptonLipton) to the Spirit board of directors providing certain information regarding its material relationships with each of Spirit and Realty Income, each of which letters were discussed with the VEREITSpirit board of directors.directors at the meeting. Members of VEREITSpirit’s management reviewed with the VEREITSpirit board of directors the status and process of the mutual due diligence review by VEREITSpirit and Realty Income, including the key findings of VEREIT’sSpirit’s due diligence review of Realty Income. Members of Spirit’s management also reviewed draft communications to be used by the parties in the event that they were able to reach an agreed transaction. Representatives of Wachtell Lipton reviewed with the VEREITSpirit board of directors certain legal considerations, including the directors’ duties in connection with their consideration of the potential transaction and the principal terms of the draft merger agreement. Following these discussions, the VEREITSpirit board of directors instructed VEREITSpirit management and its advisors to continue to negotiate the terms of the potential transaction, with a further update to be provided to the VEREITSpirit board of directors at its next meeting.

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From AprilOctober 27, 20212023 and through April 28, 2021, VEREIT’sOctober 29, 2023, Spirit’s and Realty Income’s respective management teams, with the assistance of their respective legal advisors, finalized the remaining open issues related to the merger agreementMerger Agreement and related transaction documents.
On April 28, 2021,October 29, 2023, following the resolution of the remaining open issues related to the Merger Agreement and related transaction documents, the Realty Income board of directors held a meeting, to discuss the potential transaction with VEREIT, with representatives of Moelis,Realty Income management, Latham & Watkins and Ballard Spahr participating. AtWells Fargo Securities, LLC, Realty Income’s financial advisor, participating, to review and potentially approve the meeting,execution of the Merger Agreement. Mr. Roy and members of the Realty Income management reviewed with the Realty Income board of directors the terms of, strategic and financial rationale for and potential risks associated with the proposed transaction. Representatives of Wells Fargo reviewed with the Realty Income board of directors the financial aspects of the proposed transaction and representatives of Latham & Watkins providedreviewed with the Realty Income board of directors with an update on the recent negotiations and discussions with VEREIT, including with respect to the resolutionkey terms of the remaining open issues,Merger Agreement and representatives of Latham & Watkins and Ballard Spahr reviewedrelated matters. Following the directors’ duties under Maryland law. In addition, representatives of Moelis reviewed and discussed its financial analyses with respect to Realty Income, VEREIT and the proposed Mergers provided for in the Merger Agreement. At the request ofdiscussion, the Realty Income board of directors Moelis rendered its oral opinion on April 28, 2021 to the Realty Income board of directors (which was subsequently confirmed in writing by delivery of Moelis’ written opinion addressed to the Realty Income board of directors dated the same date) as to, as of April 28, 2021approved Merger Agreement, and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, the fairness, from a

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financial point of view, to Realty Income of the Exchange Ratio in the Merger pursuant to the Merger Agreement. See “— Opinion of Realty Income’s Financial Advisor — Opinion of Moelis & Company LLC” beginning on page 59.
Following further discussion, during which the directors considered the matters reviewed and discussed at that meeting and prior meetings, including factors described under the section of this joint proxy statement/prospectus entitled “— Realty Income’s Reasons for the Merger; Recommendation of the Realty Income Board of Directors,” the Realty Income board of directors unanimously determined thatdeclared the Merger Agreement, and the transactions contemplated byhereby, including the Merger, Agreement wereand the issuance of Realty Income common stock and Realty Income Series A preferred stock in connection with the Merger on the terms set forth herein, to be advisable and fair to and in the best interests of Realty Income and its stockholders, and unanimously approvedstockholders.
Also on October 29, 2023, the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and recommended that Realty Income common stockholders approve the Realty Income Issuance Proposal.
On April 28, 2021, the VEREITSpirit board of directors held a meeting to discuss the potential transaction with Realty Income, with representatives of J.P. Morgan, Morgan Stanley and Wachtell Lipton participating. Mr. RufranoHsieh updated the VEREITSpirit board of directors on the final negotiations with Realty Income relating to the potential transaction. A representative of Wachtell Lipton updated the directors on the terms of the proposed Merger Agreement. Representatives of J.P. Morgan and Morgan Stanley then discussed the financial aspects of the potential transaction and certain updates todiscussed the preliminary financial analyses itthey had reviewed with the VEREITSpirit board of directors at the AprilOctober 27, 20212023 meeting.
Following the discussion, at the request of the VEREITSpirit board of directors, J.P. Morgan rendered to the VEREITSpirit board of directors its opinion, which was initially renderedprovided orally and subsequently confirmed by delivery of a written opinion, dated April 28, 2021,October 29, 2023, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing theits opinion, the exchange ratioExchange Ratio in the proposed Merger was fair, from a financial point of view, to the holders of VEREITSpirit common stock. See “— Opinion of VEREIT’sSpirit’s Financial AdvisorAdvisors — Opinion of J.P. Morgan Securities LLC” beginningLLC.” In addition, at the request of the Spirit board of directors, Morgan Stanley rendered to the Spirit board of directors its opinion, which was initially provided orally and subsequently confirmed by delivery of a written opinion, dated October 29, 2023, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on page 65.the scope of review undertaken by Morgan Stanley in preparing the opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Spirit common stock (other than the shares held by Spirit, Realty Income and Merger Sub and any direct or indirect wholly owned subsidiary of Realty Income (other than Merger Sub) or Spirit). See “— Opinion of Spirit’s Financial Advisors — Opinion of Morgan Stanley.”
Following further discussion, during which the Spirit directors considered the matters reviewed and discussed at that meeting and prior meetings, including factors described under the section of this joint proxy statement/prospectus entitled “— VEREIT’sSpirit’s Reasons for the Merger; Recommendation of the VEREITSpirit Board of Directors,” the VEREITSpirit board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were advisable and fair to and in the best interests of VEREITSpirit and its stockholders, and approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and recommended that VEREIT common stockholders approve the Merger.
Early in the morning of April 29, 2021, Realty Income and VEREIT executed the Merger Agreement. The transaction was promptly announced before the opening of the financial markets in New York on April 29, 2021, in a press release jointly issued by Realty Income and VEREIT.
Realty Income’s Reasons for the Mergers; Recommendations of the Realty Income Board of Directors
After careful consideration, the Realty Income board of directors, at a meeting held on April 28, 2021, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers. In the course of evaluating the Merger Agreement and the transactions contemplated thereby, the Realty Income board of directors consulted with Realty Income’s management and Realty Income’s legal and financial advisors and considered a number of factors that the Realty Income board of directors believed supported its decision to approve the Merger Agreement and to recommend adoption and approval by Realty Income stockholders of the Realty Income Issuance Proposal, including the following material factors:

the belief that the transaction will provide an opportunity for Realty Income to drive additional growth in its business due to increasing size and scale, enabling it to pursue larger transactions and potentially resulting in lower cost of capital;

the belief that the transaction will provide further opportunities to increase engagement with core clients, as well as provide a complementary investment pipeline and operational capabilities, including through new verticals;

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the expectation that, following the Mergers, Realty Income’s real estate portfolio will be more diversified by client, industry, geography and asset class;

the belief that the Mergers will immediately increase, and be accretive to, Realty Income’s adjusted funds from operations, and that, following the Mergers, Realty Income will be able to continue to increase its monthly dividend, while maintaining a conservative payout ratio;

the expectation that, following the Mergers, Realty Income is expected to become one of the six largest REITs in the MSCI US REIT Index by equity market capitalization and among the top half of constituents in the S&P 500, resulting in increased weighting in major benchmark equity indices and further growing its trading liquidity;

the expectation that Realty Income’s enhanced scale and diversification following the Mergers will be viewed as credit positives, and Realty Income’s plan to maintain desirable target leverage as a result of the Mergers in order to continue to benefit from a compelling cost of capital for future acquisitions;

the belief that there would be attractive opportunities to refinance VEREIT’s existing debt at lower interest rates over the next decade, and the ability to redeem VEREIT’s preferred stock in connection with the Mergers;

the expectation that, because a substantial portion of the rental revenue added by the Mergers will be generated by investment-grade tenants, the Mergers will help Realty Income maintain its strategic objective of preserving favorable credit quality of its clients within its real estate portfolio;

the belief that the businesses of Realty Income and VEREIT are highly complementary and that the integration of the two companies will be completed in a timely and efficient manner with minimal disruption to tenants and employees;

the expectation that Realty Income will achieve corporate cost synergies both inclusive of stock-based compensation and on a cash basis, with a significant portion of savings expected to be achieved in the first 12 months post-closing;

the fact that the Exchange Ratio is fixed and will not fluctuate as a result of changes in the price of Realty Income common stock or VEREIT common stock, which also limits the impact of external factors on the transaction;

the Realty Income board of directors’ and management’s strong understanding of the business, operations, financial condition, earnings and prospects of Realty Income and VEREIT, taking into account the results of Realty Income’s due diligence review of VEREIT, as well as of the current and prospective environment in which Realty Income and VEREIT operate, including economic and market conditions, and its belief that this information supported its expectations as to the value of the Mergers and the other transactions contemplated by the Merger Agreement to Realty Income;

the belief that the Mergers will better allow Realty Income to compete given macroeconomic and industry trends, including a potential trend towards consolidation within the REIT industry to develop larger and more diverse companies with expanded portfolios, greater client and geographic diversity and enhanced access to capital markets;

the flexibility and control afforded to Realty Income pursuant to the terms of the Merger Agreement, subject to consultation with VEREIT, to finalize the terms of the Spin-Off or to pursue potential sales of some or all of the OfficeCo Properties, or to retain some or all of the OfficeCo Properties, to determine the most desirable outcome to maximize stockholder value for Realty Income’s stockholders;

the fact that until January 29, 2022, Realty Income will not be obligated to consummate the Mergers unless the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless that condition is otherwise waived;

the belief that the Spin-Off, if consummated, will provide Realty Income stockholders with the ability to control their asset allocation decision, including the opportunity to invest in OfficeCo;

the expectation that upon completion of the Mergers, legacy Realty Income common stockholders will own approximately 70% of the common stock of Realty Income, and, if the Spin-Off is consummated, a similar proportion of the common stock of OfficeCo;

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the knowledge that, following the Mergers, Realty Income will continue to be led by Realty Income’s president and chief executive officer, Mr. Sumit Roy, and the existing Realty Income senior management team;

the knowledge that, following the Mergers, the Realty Income board of directors will be composed of           members,           of whom currently serve on the Realty Income board of directors, with Mr. Michael K. McKee continuing as the chairman of the Realty Income board of directors;

the Merger Agreement’s provisions requiring VEREIT to pay Realty Income a termination fee of up to $365.0 million (or $195.0 million in certain circumstances) and an expense reimbursement payment of $25.0 million, in each case, if the Merger Agreement is terminated under certain circumstances, as further described in “— The Merger Agreement — Termination of the Merger Agreement” and “—The Merger Agreement — No Solicitation”;

the historical and then-current trading prices and volumes of each of Realty Income common stock and VEREIT common stock;

the financial analyses reviewed and discussed with the Realty Income board on April 28, 2021 by representatives of Moelis in connection with the consideration by the Realty Income board of the proposed Merger provided for in the Merger Agreement, as well as the oral opinion of Moelis rendered to the Realty Income board on April 28, 2021 (which was subsequently confirmed in writing by delivery of Moelis’ written opinion addressed to the Realty Income board dated the same date) as to, as of April 28, 2021 and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, the fairness, from a financial point of view, to Realty Income of the Exchange Ratio in the Merger pursuant to the Merger Agreement. For more information, see “— Opinion of Realty Income’s Financial Advisor — Opinion of Moelis & Company LLC”; and

the other terms and conditions of the Merger Agreement.
The Realty Income board of directors also considered a number of risks and other potentially negative factors identified in its deliberations on the Mergers, including the following:

the risk of not capturing all of the anticipated estimated annual savings and operational and leasing synergies, and the risk that other anticipated benefits of the Mergers might not be realized on the expected timeframe or at all;

the restrictions on the conduct of Realty Income’s business during the period between execution of the Merger Agreement and the consummation of the Mergers, and the costs and distractions to Realty Income’s management in connection with the consummation of the Mergers and the transactions contemplated thereby, as further described in “— The Merger Agreement — Conduct of Business Pending the Merger,” “— The Merger Agreement — The Spin-Off” and “The Spin-Off”;

the fact that projections of future results of operations are necessarily estimates based on assumptions, as further described in “— Realty Income Unaudited Prospective Financial Information”;

the possibility that the Mergers or the Spin-Off may not be completed, or that completion may be unduly delayed, including for reasons beyond the control of Realty Income or VEREIT;

the risk that the Realty Income stockholders may fail to approve the Realty Income Issuance Proposal or that VEREIT stockholders may fail to approve the VEREIT Merger Proposal;

the challenges of combining Realty Income with VEREIT and separating the OfficeCo Properties following the Mergers, including technical, operational, accounting and other challenges;

the knowledge that the Spin-Off, if consummated, is expected to be taxable to Realty Income stockholders;

the substantial costs to be incurred in connection with the Mergers and the Spin-Off and/or the sale of some or all of the OfficeCo Properties, including the costs of integrating the businesses of Realty Income and VEREIT, establishing OfficeCo as a standalone public company and/or selling OfficeCo Properties;

the risk that Realty Income or VEREIT may be unable to retain key employees;

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the ownership dilution to legacy Realty Income stockholders as a result of the issuance of Realty Income common stock pursuant to the Merger Agreement;

the Merger Agreement’s provisions imposing restrictions on Realty Income from soliciting acquisition proposals and requiring Realty Income to pay VEREIT a termination fee of up to $838.0 million and/or an expense reimbursement payment of $25.0 million if the Merger Agreement is terminated under certain circumstances, as further described in “— The Merger Agreement — Termination of the Merger Agreement” and “— The Merger Agreement — No Solicitation”;

the Merger Agreement’s provisions permitting VEREIT to terminate the Merger Agreement in order to enter into a Superior Proposal (subject to compliance with the provisions of the Merger Agreement regarding non-solicitation of acquisition proposals), upon payment by VEREIT to Realty Income of a termination fee of $365.0 million, or a reduced fee of $195.0 million under certain circumstances, in each case, as further described in “— The Merger Agreement — Termination of the Merger Agreement”;

the risk that the agreed termination fee and/or expense reimbursement amount payable by VEREIT to Realty Income if the Merger Agreement is terminated under certain circumstances may not be sufficient to fully compensate Realty Income for its losses in such circumstances;

the risk that failure to complete the Mergers or the Spin-Off could negatively affect the price of Realty Income common stock and future business and financial results of Realty Income;

the potential risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the Mergers; and

other matters described under the caption “Risk Factors.”
In addition to considering the factors described above, the Realty Income board of directors considered the fact that some of Realty Income’s directors and executive officers have other interests in the Mergers that are different from, or in addition to, the interests of Realty Income’s stockholders generally, as discussed herein under “— Interests of Realty Income Directors and Executive Officers in the Mergers.”
The Realty Income board of directors concluded that the potentially negative factors associated with the Mergers were outweighed by the potential benefits that it expected the Realty Income stockholders would achieve as a result of the Mergers. Accordingly, the Realty Income board of directors determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are advisable, fair to, and in the best interests of, Realty Income and its stockholders. The foregoing discussion of the factors considered by the Realty Income board of directors is not intended to be exhaustive, but, rather, includes certain material factors considered by the Realty Income board of directors. In reaching its decision to approve the Merger Agreement, and the transactions contemplated by the Merger Agreement, including the Mergers,Merger, and recommended that holders of Spirit common stock approve the Merger.
Following the Spirit board of directors’ approval, Spirit and Realty Income boardexecuted the Merger Agreement on October 29, 2023. Thereafter, the transaction was announced before the opening of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Realty Income board of directors considered all these factors asfinancial markets in New York on October 30, 2023, in a whole, including discussions with, and questioning of, Realty Income’s managementpress release jointly issued by Spirit and Realty Income’s financial and legal advisors, and overall considered the factors to be favorable to, and supportive of, its determination.
This explanation of Realty Income’s reasons for the Mergers and other information presented in this section is forward-looking in nature and should be read in light of the sections herein entitled “Risk Factors,” beginning on page 26 and “Cautionary Statement Concerning Forward-Looking Statements.”Income.
 
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For the reasons set forth above, the Realty Income board of directors unanimously declared that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Realty Income and its stockholders and unanimously approved the Merger Agreement. The Realty Income board of directors unanimously recommends to Realty Income’s stockholders that they vote “FOR” the Realty Income Issuance Proposal.
VEREIT’sSpirit’s Reasons for the Mergers;Merger; Recommendations of the VEREITSpirit Board of Directors
With the assistance of its financial and legal advisors, the VEREITSpirit board of directors evaluated the Merger Agreement and the transactions contemplated thereby, including the Mergers,Merger, and after careful consideration, at a special meeting of the VEREITSpirit board of directors held on April 28, 2021,October 29, 2023, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, VEREITSpirit and the holders of VEREIT common stock.Spirit stockholders. The VEREITSpirit board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and has unanimously approved the Merger, Agreement, and recommends that the holders of VEREITSpirit common stock vote to approve the Merger and the transactions contemplated by the Merger Agreement on the terms and conditions set forth in the Merger Agreement.
In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the VEREITMerger, the Spirit board of directors consulted with VEREIT’sSpirit’s management and VEREIT’sSpirit’s legal and financial advisors and considered a number of factors that the VEREITSpirit board of directors believed supported its decision to approve the Merger Agreement and to recommend adoption and approval by VEREITSpirit stockholders of the Merger, Agreement, including the following material factors:

Ownership Stake in the Combined Company.   The receipt of Realty Income common stock as Merger consideration provides VEREITSpirit stockholders with the opportunity to have an ownership stake in the combined company, which is expected to provide a number of significant potential strategic opportunities and benefits to create additional value for VEREITSpirit stockholders, including the following:

The combined company is expected to be among the six largest REITs in the MSCI US REIT Index (RMZ) by equity market capitalization and among the top half of constituents in the S&P 500, and itswith enhanced scale and diversification, as well as its investment grade ratings, are expected to facilitate more efficient access to less expensive capital;diversification;

The MergersMerger will combine two complementary portfolios with similar business strategies in top U.S. markets, which is expected to allow the combined company to capture immediate and substantial cost synergies in the form of corporate general and administrative cost savings and operating cost savings and reductions in interest, as well as long-term revenue synergies from operating performance and development value creation, all of which is expected to ultimately drive increases to net operating income;savings;

The combined company is expected to be a highly diversified net lease industry leader in terms of client credit, industry and geography, providing runway for further growth;

The combined company will be positioned to leverage its size, scale and credit profile to refinance debt maturities at lower rates than VEREIT’s current indebtedness, particularly in light of Realty Income’s investment grade credit rating and lower cost of capital;

VEREIT stockholders are expected to benefit from an increased dividend rate;favorable rates; and

The combined company is expected to have an investment grade credit rating and lower cost of capital than Spirit, particularly due to the scale to effectively pursue a spin-off or salehistorically lower equity cost of the combined office portfoliocapital of Realty Income, and VEREIT;which is expected to provide a strategic advantage in future property level acquisitions in an environment with elevated interest rates.

Premium Over Share Trading Price.   The value of shares of Realty Income common stock that VEREITSpirit stockholders will receive in the Merger represents a premium of approximately 17% tobased on the closing prices per shareprice of VEREIT common stock and Realty Income common stock a premium of approximately 20% to the 30-day volume weighted average price and a premium of approximately 14% to the 52-week high, respectively, in each case as of April 28, 2021on October 27, 2023 (the last trading day before the Merger was announced); represents an implied premium of approximately 15.4% to the closing price per share of Spirit common stock on October 27, 2023;

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Participation in Future Appreciation.Appreciation in Value.   The Merger consideration will be paid in shares of Realty Income common stock, which will provide VEREITSpirit stockholders with the opportunity to participate in any potential appreciation of Realty Income common stock following the Merger;

NYSE Listing.   The Merger consideration, consisting of Realty Income common stock whichissued as part of the Merger consideration will be listed for trading on the NYSE continuesand continue to provide liquidity for VEREIT stockholdersholders of Spirit common stock desiring to liquidate their investment after the Merger, and Realty Income Series A preferred stock issued as part of the Merger consideration is expected to be listed for trading on the NYSE at the closing of the Merger, and continue to provide liquidity for holders of Spirit Series A preferred stock desiring to liquidate their investment after the Merger;

Upcoming Debt Maturity.   The fact that a significant portion of Spirit’s existing debt matures in the next few years, and the challenges to accessing, at attractive rates, new capital or debt required to refinance Spirit’s debt and support its future growth (including to acquire assets or drive growth opportunities);

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Best Available Strategic Alternative.   The VEREITSpirit board of directors reviewed possible alternatives to the Mergers and other transactions contemplated by the Merger Agreementover a period of time and consulted with VEREIT’sSpirit’s financial advisors regarding possible alternatives, including continuing to operate VEREITSpirit as an independent company or seeking a business combination with another party. After considering the alternatives, the VEREITSpirit board of directors determined that the Mergers and the other transactions contemplated by the Merger Agreement areis the best available option for VEREITSpirit and its stockholders;

Superior Proposals.   The VEREITSpirit board of directors has the ability, under certain circumstances and subject to certain conditions specified in the Merger Agreement, to consider and respond to unsolicited bona fide written acquisition proposals with respect to VEREITSpirit and to engage in negotiations with any third party making any such acquisition proposal and to terminate the Merger Agreement in order to enter into a Superior Proposal,superior proposal (as hereinafter defined), subject to, among other things, certain notice requirements and payment of expense reimbursement and/or a termination fee by VEREITSpirit to Realty Income, as further described in “— The Merger Agreement — Termination of the Merger Agreement.Agreement;

Termination Fees.   The VEREITSpirit board of directors evaluated,considered the fact that in certain circumstances a lower termination fee of $93.68 million (representing approximately 1.75% of the equity value of the transaction) will be payable by Spirit, and that the lower termination fee of $93.68 million and the termination fee of $173.97 million (representing approximately 3.25% of the of the equity value of the transaction) were viewed by the Spirit board of directors, after consultation with VEREIT’sits outside legal counsel and financial advisors, as reasonable under the amounts of potential termination fees and expense reimbursement payable by VEREIT in such circumstances and determined that such amounts are reasonable and will not unduly impedelikely to preclude or discourage another party from making a competing acquisition proposal, particularly during the ability of a third party to make a Superior Proposal;window-shop period;

Opinion of Financial Advisor.Advisors.   The VEREITSpirit board of directors considered the April 28, 2021October 29, 2023 oral opinionopinions of J.P. Morgan and Morgan Stanley, which waswere confirmed by delivery of a written opinion,opinions, dated April 28, 2021,October 29, 2023, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by J.P. Morgan and Morgan Stanley in preparing its opinion,their opinions, the exchange ratio provided inExchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of VEREITshares of Spirit common stock (in the case of Morgan Stanley’s opinion, other than the shares held by Spirit, Realty Income and Merger Sub and any direct or indirect wholly owned subsidiary of Realty Income (other than Merger Sub) or Spirit), as more fully described in the section entitled “— Opinion of VEREIT’sSpirit’s Financial AdvisorAdvisors — Opinion of J.P. Morgan Securities LLC”LLC” and “— Opinion of Spirit’s Financial Advisors — Opinion of Morgan Stanley & Co. LLC. The full text of the written opinionopinions of J.P. Morgan and Morgan Stanley, dated April 28, 2021,October 29, 2023, which setsset forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by J.P. Morgan and Morgan Stanley in preparing its opinion, istheir opinions, are attached as Annex B and Annex C, respectively, to this joint proxy statement/prospectus and isare incorporated herein by reference;

Familiarity with Businesses.   The VEREITSpirit board of directors considered its knowledge of the business, operations, financial condition, earnings and prospects of both VEREITSpirit and Realty Income, taking into account the results of VEREIT’sSpirit’s due diligence review of Realty Income, as well as its knowledge of the current and prospective environment in which VEREITSpirit and Realty Income operate, including economic and market conditions;

Management Experience at Realizing Value Opportunities.   The VEREITSpirit board of directors considered that the existing Realty Income management team has significant experience in all areas of real estate operations, financing and investment, as well as extensive relationships with real estate industry entrepreneurs, investors, owners and financiers and a track record of success built on identifying opportunities, assessing risk, structuring transactions with investment partners and optimizing returns, including realizing the intrinsic value in undervalued real estate;

High Likelihood of Consummation.   The VEREITSpirit board of directors determined it is highly likely that the MergersMerger will be completed in a timely manner given the commitment of both parties to complete the business combinationtransaction pursuant to their respective obligations under the Merger Agreement and the absence of any significant closing conditions under the Merger Agreement, other than the stockholder approvals of VEREIT and Realty Income and the full readiness for consummationapproval of the Spin-Off (which condition will be automatically deemed to have been waived if not satisfiedMerger by January 29, 2022);Spirit’s stockholders;
 
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Continuous Dividends.   The VEREITSpirit board of directors considered that VEREIT and VEREIT OP areSpirit is permitted to continue to pay regular quarterly cash dividends or distributions, as applicable, in accordance with past practice until consummation of the Mergers;

Representation on Combined Company Board.   The VEREIT board of directors consideredMerger, and that two VEREIT directors will join the Realty Income boardand Spirit will coordinate their dividends so that, if Realty Income’s common stockholders receive a dividend for a particular period prior to the closing of directors, helping to oversee the ongoing equity investment of VEREITMerger, Spirit’s common stockholders and providing an opportunitywill also receive a dividend for the combined company to benefit from the insights and experience of these incoming directors;a comparable period;

Current Market Trends.   The VEREITSpirit board of directors considered current market and industry trends, VEREIT’sSpirit’s future prospects as an independent company and the challenges and risks that could affect VEREIT’sSpirit’s future performance;performance including capital raising conditions, inflation, creditworthiness of tenants, Spirit’s size relative to its peers (including relative disadvantages with respect to scale and cost of capital) and risks associated with the concentration of Spirit’s property locations; and

Tax-Free Merger.   The VEREITSpirit board of directors considered that the Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, and if the Merger so qualifies, then U.S. holders of VEREITSpirit common stock aregenerally will not expected to recognize any gain or loss for U.S. federal income tax purposes upon the receipt of the Merger consideration (except with respect to any cash in lieu of fractional shares of Realty Income common stock);

OfficeCo Spin-Off.   The VEREIT board of directors considered that, the Spin-Off or the sale of some or all of the OfficeCo Properties, if completed, will potentially unlock further value of certain office assets for VEREIT’s stockholders; and

Flexibility to Operate the Business.   The VEREIT board of directors considered that the Merger Agreement provides VEREIT with sufficient operating flexibility between the signing of the Merger Agreement and the closing of the Merger for VEREIT to use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice..
The VEREITSpirit board of directors also considered various risks and other potentially negative factors concerning the Merger Agreement the Mergers and the other transactions contemplated bythereby, including the Merger, Agreement, including the following:

the Merger consideration for Spirit common stock is a fixed exchange ratio that will not fluctuate as a result of changes in the price of VEREITSpirit common stock or Realty Income common stock prior to the effective time of the Merger,Effective Time, which means that the market value of the Merger consideration could decrease prior to the effective time of the MergerEffective Time if the trading price of Realty Income common stock decreases;

under certain circumstances, the Realty Income board of directors can modify or withdraw its recommendation that Realty Income stockholders vote in favor of the Realty Income Issuance Proposal;

the obligation to pay Realty Income a termination fee of $195.0$93.68 million or $365.0$173.97 million, depending on, among other factors, when the termination occurs and whether a person making a Superior Proposal is a qualified bidder,superior proposal meets certain criteria specified in the Merger Agreement, and expense reimbursement of $25.0 million if the Merger Agreement is terminated under certain circumstances, as further described in “— The Merger Agreement — Termination of the Merger Agreement” and “— The“The Merger Agreement — No Solicitation”Solicitation;

the risk that the agreed termination fee and/or expense reimbursement amount payable by Realty Income to VEREIT if the Merger Agreement is terminated under certain circumstances may not be sufficient to fully compensate VEREIT for its losses in such circumstances;

the risk that a different strategic alternative potentially could be more beneficial to VEREITSpirit stockholders than the Mergers;Merger;

the risk that VEREITSpirit and Realty Income may be obligated to complete the MergersMerger without having obtained appropriate consents, approvals or waivers from the counterparties under certain of VEREIT’sSpirit’s contracts that require consent or approval to consummate the Mergers,Merger, and the risk that such consummation could trigger the termination of, or default under, such contracts or the exercise of rights by the counterparties under such contracts;

the possibility that the Mergers or the other transactions contemplated by the Merger Agreement may not be completed, or that completion may be delayed for reasons that are beyond the control of

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VEREIT Spirit or Realty Income, including the failure of VEREITSpirit stockholders to approve the VEREIT Merger Proposal or the failure of Realty Income stockholders to approve the Realty Income Issuance Proposal, or the failure of VEREITSpirit or Realty Income to satisfy other requirements that are conditions to closing the Mergers;Merger;

the risk that failure to complete the MergersMerger could negatively affect the price of VEREITSpirit common stock, Spirit Series A preferred stock and/or the future business and financial results of VEREIT;Spirit;

the potential diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the Mergers;Merger;

the risk that if interest rates were to decline or the acquisition financing markets were to materially improve, a transaction involving cash consideration could become more likely;

the risk of not realizing all of the anticipated operating efficiencies, cost savings or other anticipated benefits of the MergersMerger within the expected time frame or at all;

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the substantial costs to be incurred in connection with the transaction, including the costs of integrating the businesses of VEREITSpirit and Realty Income, and the transaction expenses arising from the Mergers and the other transactions contemplated by the Merger Agreement, including the Spin-Off;Merger;

the terms of the Merger Agreement placing certain limitations on the ability of VEREITSpirit to initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer by or with a third party with respect to an acquisition proposal and to furnish nonpublic information or data to, or engage in discussions or negotiations with, a third party interested in pursuing an alternative business combination transaction (unless such third party has made an unsolicited bona fide written acquisition proposal (as hereinafter defined) that constitutes or is reasonably likely to result in a Superior Proposalsuperior proposal (as hereinafter defined) and such third party enters into a confidentiality agreement with VEREITSpirit having provisions that are no less favorable to such party than those contained in the confidentiality agreement between Realty Income and VEREIT)Spirit);

that provisions in the Merger Agreement placing certain restrictions on the operation of VEREIT’sSpirit’s business during the period between the signing of the Merger Agreement and closing of the Merger that may delay or prevent VEREITSpirit from undertaking business opportunities that may arise or other actions it would otherwise take with respect to its operationsbusiness absent the pending completion of the Mergers;Merger;

the absence of appraisal rights for VEREITSpirit stockholders under Maryland law;

while the Merger is generally not expected to result in the recognition of gain or loss to VEREIT stockholders for U.S. federal income tax purposes, the Spin-Off is expected to be a taxable transaction for stockholders of Realty Income following the Merger, including the former VEREIT stockholders;

the flexibility and control afforded to Realty Income pursuant to the terms of the Merger Agreement, subject to consultation with VEREIT, to finalize the terms of the Spin-Off, including electing to pursue potential sales of some or all of the OfficeCo Properties, or to retain some or all of the OfficeCo Properties;

prior to January 29, 2022, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the effectiveness of the New Realty Income Form 10; and

the other factors described herein under “Risk Factors.Risk Factors.
In addition to the factors described above, the VEREITSpirit board of directors considered the fact that some of VEREIT’sSpirit’s directors and executive officers have other interests in the MergersMerger that are different from, or in addition to, the interests of VEREIT stockholders generally, as discussed herein under “— Interests of VEREITSpirit Directors and Executive Officers in the Mergers.Merger.
The above discussion of the factors considered by the VEREITSpirit board of directors is not intended to be exhaustive, but does set forth material factors considered by the VEREITSpirit board of directors. In view of the wide variety of factors considered in connection with its evaluation of the Mergers and the other transactions contemplated by the Merger Agreement and the complexity of these matters, the VEREITSpirit board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The VEREITSpirit board of directors viewed its position and

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recommendation as being based on an overall review of the totality of the information available to it and overall considered these factors to be favorable to, and to support, its determination regarding the Mergers.Merger.
This explanation of VEREIT’sSpirit’s reasons for approving and recommending the MergersMerger and other information presented in this section is forward-looking in nature and should be read in light of the section titled “CautionaryCautionary Statement Regarding Forward-Looking Statements.Statements.
For the reasons set forth above, the VEREITSpirit board of directors unanimously declareddetermined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable to, and in the best interests of, VEREIT and its stockholders and unanimously approved the Merger Agreement. The VEREIT board of directors recommends to VEREIT stockholders that they vote “FOR” the VEREIT Merger Proposal.
Opinion of Realty Income’s Financial Advisor
Opinion of Moelis & Company LLC
At the meeting of Realty Income’s board of directors on April 28, 2021 to evaluate and approve the Merger Agreement and the transactions contemplated thereby, including the Mergers, Moelis delivered an oral opinion, which was confirmed by deliveryMerger, are advisable to, and in the best interests of, a written opinion, dated April 28, 2021, addressed to Realty Income’sSpirit and its stockholders and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The Spirit board of directors to the effectrecommends that as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, the Exchange Ratio was fair, from a financial point of view, to Realty Income.
The full text of Moelis’ written opinion dated April 28, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of Realty Income’s board of directors (solely in its capacity as such) in its evaluation of the Mergers. Moelis’ opinion was limited solely to the fairness, from a financial point of view, to Realty Income of the Exchange Ratio. Moelis’ opinion does not address Realty Income’s underlying business decision to effect the Mergers, or the relative merits of the Mergers as compared to any alternative business strategies or transactions that might be available with respect to Realty Income. Moelis’ opinion does not constitute a recommendation to any holder of securities as to how such holder shouldSpirit stockholders vote or act with respect to the Mergers or any other matter, including the Realty Income Share Issuance Proposal.
In arriving at its opinion, Moelis, among other things:

reviewed certain publicly available business and financial information relating to VEREIT and Realty Income;

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of VEREIT furnished to Moelis by VEREIT and Realty Income, including financial forecasts provided to or discussed with Moelis by the management of Realty Income (referred to in this section as the “Realty Income Projections for VEREIT”);

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Realty Income furnished to Moelis by Realty Income, including financial forecasts provided to or discussed with Moelis by the management of Realty Income (referred to in this section as the “Realty Income Projections”);

reviewed certain information relating to the capitalization (including incentive equity) of Realty Income and VEREIT provided to Moelis by Realty Income and VEREIT, and discussed with Moelis by the management of Realty Income;

participated in discussions with members of the senior managements and representatives of Realty Income and VEREIT concerning the information described in the first four items of this list, as well as the businesses and prospects of Realty Income and VEREIT, generally;

reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

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reviewed a draft, dated April 28, 2021, of the merger agreement;

participated in certain discussions and negotiations among representatives of Realty Income and VEREIT and their advisors; and

conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.
In connection with its review, with Realty Income’s consent, Moelis relied on the information supplied to, discussed with or reviewed by it for purposes of its opinion being complete and accurate in all material respects. Moelis did not assume any responsibility for independent verification of, and Moelis did not independently verify, any of such information. With Realty Income’s consent, Moelis relied upon, without independent verification, the assessment of Realty Income and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts referred to above in this section, including Realty Income Projections for VEREIT and the Realty Income Projections, Moelis assumed, at Realty Income’s direction, that they had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Realty Income as to the future performance of Realty Income and VEREIT, respectively. At Realty Income’s direction, Moelis assumed that the financial forecasts referred to above, including Realty Income Projections for VEREIT and the Realty Income Projections, were a reasonable basis upon which to evaluate VEREIT, Realty Income and the Mergers and at Realty Income’s direction Moelis relied upon such financial forecasts for purposes of its analyses and opinion. Moelis did not express any views as to the reasonableness of any financial forecasts or the assumptions on which they were based. With Realty Income’s consent, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of VEREIT or Realty Income, nor was it furnished with any such evaluation or appraisal.
Moelis’ opinion did not address Realty Income’s underlying business decision to effect the Mergers, or the relative merits of the Mergers as compared to any alternative business strategies or transactions that might be available to Realty Income and did not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, and Moelis did not, offer any opinion as to any terms of“FOR” the Merger Agreement or any aspect or implication of the Mergers, except for the fairness to Realty Income from a financial point of view of the Exchange Ratio pursuant to the Merger Agreement. In that regard, Moelis’ opinion did not address the Spin-Off or any aspect or implication thereof. Moelis did not express any opinion as to what the value of Realty Income shares actually would be when issued in the Mergers or the prices at which Realty Income common shares or VEREIT shares may trade at any time. Moelis assumed, with Realty Income’s consent, that the final executed form of the Merger Agreement would not differ in any material respect from the draft that it reviewed, that the Mergers would be consummated in accordance with their terms without any waiver or modification that would be material to its analysis, and that the parties to the Merger Agreement would comply with all the material terms of the Merger Agreement. Moelis assumed, with Realty Income’s consent, that all governmental, regulatory or other consents or approvals necessary for the completion of the Mergers would be obtained, except to the extent that would not be material to Moelis’ analyses. In addition, Realty Income advised Moelis, and Moelis assumed, with the consent of Realty Income, that the Mergers would qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date thereof, and Moelis assumed no responsibility to update its opinion for developments occurring or coming to its attention after such date.
Moelis’ opinion did not address the fairness of the Mergers or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of Realty Income or VEREIT. Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Mergers, or any class of such persons, relative to the exchange ratio or otherwise. Moelis’ opinion was approved by a Moelis fairness opinion committee.
This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting

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portions of the analyses or summary set forth below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.
No company used in the analyses described below is identical to VEREIT or Realty Income. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described below (including much of the information used therein) are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Realty Income nor Moelis or any other person assumes responsibility if future results are materially different from those forecasts.
The Exchange Ratio was determined through arms’ length negotiations between Realty Income and VEREIT and was approved by the Realty Income board of directors. Moelis did not recommend any specific consideration to Realty Income or its board of directors, or that any specific amount or type of consideration constituted the only appropriate consideration in the Mergers.
Summary of Financial Analyses
The following is a summary of the material financial analyses presented by Moelis in connection with its opinion to the Realty Income board of directors at a meeting held on April 28, 2021. This summary describes the material analysis underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.
Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.
For purposes of its analyses, Moelis reviewed a number of financial metrics, including the following:

EBITDA — generally the amount of the relevant company’s earnings before interest, taxes, depreciation, and amortization for a specified time period.

Funds From Operations — generally the amount of the relevant company’s funds from operations for a specified time period.

Adjusted Funds From Operations — generally the amount of the relevant company’s funds from operations, adjusted to account for, among other things, debt extinguishment costs, stock-based compensation, the straight-lining of rents, amortization of above and below-market leases and amortization of deferred financing costs, for a specified time period.

Enterprise Value — generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the value of its net debt (the face amount of total debt and preferred stock and the book value of non-controlling interests, less the amount of cash and cash equivalents, as reflected on then most recently available balance sheet).
Dividend Discount Model Analysis
Moelis performed separate dividend discount analyses for each of Realty Income and VEREIT to calculate the implied present values of the estimated dividends per share that Realty Income and VEREIT were forecasted to distribute during the six months ending December 31, 2021 and the fiscal years ending December 31, 2022 and December 31, 2023, respectively, and the present value of estimated terminal values based on a multiple of terminal year Adjusted Funds from Operations per share as described below for Realty

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Income and VEREIT projected by the management of Realty Income. The financial data for Realty Income and VEREIT was based on financial forecasts and other information and data provided by Realty Income and VEREIT, including Realty Income Projections and the Realty Income Projections for VEREIT.
For Realty Income, Moelis utilized a range of discount rates (based on an estimated range of the cost of equity for Realty Income) of 6.25% to 8.75% to calculate estimated present values as of June 30, 2021 of (i) estimated dividends per share that Realty Income was forecasted to distribute during the six months ending December 31, 2021 and the fiscal years ending December 31, 2022 and December 31, 2023 and (ii) estimated terminal values derived by applying a range of multiples of 16.50x to 21.00x to a terminal year one-year forward estimate of Adjusted Funds from Operations per share for Realty Income, which reflects an assumed 4.0% growth, as projected by the management of Realty Income, from the Adjusted Funds from Operations per share for Realty Income for the fiscal year ending December 31, 2023 based on the Realty Income Projections. For VEREIT, Moelis utilized a range of discount rates (based on an estimated range of the cost of equity for VEREIT) of 7.00% to 10.00% to calculate estimated present values as of June 30, 2021 of (i) estimated dividends per share that VEREIT was forecasted to distribute during the six months ending December 31, 2021 and the fiscal years ending December 31, 2022 and December 31, 2023 and (ii) estimated terminal values derived by applying a range of multiples of 12.50x to 15.50x to a terminal year one-year forward estimate of Adjusted Funds from Operations per share for VEREIT, which reflects an assumed 4.0% growth, as projected by the management of Realty Income, from the Adjusted Funds from Operations per share for VEREIT for the fiscal year ending December 31, 2023 based on the Realty Income Projections for VEREIT.
The ranges of cost of equity referred to above reflected a derived cost of equity for each of Realty Income and VEREIT using (i) selected ranges of betas informed by selected publicly traded companies as of April 27, 2021, (ii) selected ranges of debt to total capitalization ratios informed by the selected publicly traded companies, and (iii) size premiums based on publicly traded companies with equity values similar to Realty Income and VEREIT.
This analysis indicated an implied per share equity value range for VEREIT of approximately $40.37 to $52.31, and an implied per share equity value range for Realty Income of approximately $59.57 to $78.28.
Based on the implied per share equity value ranges for Realty Income and VEREIT derived from the discounted dividend model analysis performed, the following implied exchange ratio range (representing the range determined by using (x) as the bottom end of the range, the amount calculated by dividing the lowest implied per share equity value range for VEREIT by the highest implied per share equity value range for Realty Income and (y) as the top end of the range, the amount calculated by dividing the highest implied per share equity value range for VEREIT by the lowest implied per share equity value range for Realty Income), as compared to the Exchange Ratio, were indicated:
Implied Exchange Ratio Range:Merger Exchange Ratio
0.516x – 0.878x0.705x
Selected Publicly Traded Companies Analysis
Moelis performed a selected publicly traded companies analysis of each of Realty Income and VEREIT. Moelis reviewed financial and stock market information of the selected publicly traded companies that it deemed similar in one or more respects, including REITs that are internally-managed, focus primarily on the net lease asset class and have market capitalizations in excess of $1 billion.
Moelis reviewed, among other things, (a) Enterprise Values of the selected publicly traded companies as a multiple of estimated EBITDA for the years ending December 31, 2021 and December 31, 2022, (b) share prices for the selected publicly traded companies as a multiple of estimated per share Funds From Operations (“FFO”) for the years ending December 31, 2021 and December 31, 2022, estimated per share Adjusted Funds From Operations (“AFFO”) for the years ending December 31, 2021 and December 31, 2022, and (c) the premium or discount implied by the share price for the selected publicly traded companies to estimated per share net asset value (“NAV”).
Enterprise Values and share prices used in the selected publicly traded companies analyses described below were based upon market prices of the common stock of the selected publicly traded companies listed

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below as of April 27, 2021. Financial and certain other data (including NAV estimates) for the selected publicly traded companies, including Realty Income and VEREIT, were based on publicly available consensus research analysts’ estimates, public filings and other publicly available information. The selected publicly traded companies and their respective metrics are summarized below:
Selected Publicly Traded Company
Enterprise
Value /
2021E EBITDA
Enterprise
Value /
2022E EBITDA
Price /
2021E FFO
Price /
2022E FFO
Price /
2021E AFFO
Price /
2022E AFFO
Premium or
Discount to
Consensus NAV
Realty Income Corp.20.4x18.2x20.4x18.8x19.7x18.7x31.9%
W.P. Carey Inc.18.3x17.3x15.9x15.4x15.0x14.6x10.1%
STORE Capital Corporation19.2x16.9x19.1x17.8x18.5x17.4x39.2%
VEREIT, Inc.15.4x14.5x12.9x12.4x12.8x12.3x1.5%
National Realty Properties, Inc.19.2x17.9x18.0x17.0x16.7x16.3x12.9%
Spirit Realty Capital, Inc.16.8x15.1x15.5x14.7x15.1x14.5x14.3%
Agree Realty Corporation20.5x16.7x20.4x19.1x20.8x19.5x20.8%
Broadstone Net Lease, Inc.15.1x13.8x13.6x13.1x15.0x14.1x(0.6)%
Essential Properties Realty Trust, Inc.20.6x16.2x21.0x19.1x21.1x19.0x45.7%
Four Corners Property Trust, Inc.19.7x17.8x19.1x18.1x19.1x18.3x16.9%
For purposes of its analysis, for Realty Income, Moelis applied the following ranges of selected multiples (or premia as the case may be) informed by its review of the following selected publicly traded companies: Realty Income, STORE Capital Corporation, National Retail Properties, Agree Realty Corporation and Essential Properties Realty Trust, which Moelis selected because of similar historical growth performance and / or asset mix to Realty Income. This analysis indicated the following ranges of implied per share equity value.
MetricSelected Range: Realty Income
Implied Equity Value Range Per Share:
Realty Income
Enterprise Value / 2021E EBITDA19.00x – 21.00x$62.81 – $71.49
Enterprise Value / 2022E EBITDA16.00x – 18.50x$57.53 – $69.59
Share price / 2021E FFO18.00x – 21.00x$59.19 – $69.05
Share Price / 2022E FFO17.00x – 19.50x$59.89 – $68.69
Share price / 2021E AFFO16.50x – 21.00x$56.93 – $72.45
Share Price / 2022E AFFO16.00x – 20.00x$56.77 – $70.96
Premium (Discount) to NAV10.0% – 45.0%$57.44 – $75.72
For purposes of its analysis, for VEREIT, Moelis applied the following ranges of selected multiples (or premia as the case may be) informed by its review of the following selected publicly traded companies: W.P. Carey, Spirit Realty Capital, VEREIT and Broadstone Net Lease which Moelis selected because of similar historical growth performance and / or asset mix to VEREIT. This analysis indicated the following ranges of implied per share equity value.
MetricSelected Range: VEREIT
Implied Equity Value Range Per Share:
VEREIT
Enterprise Value / 2021E EBITDA15.00x – 19.00x$39.50 – $56.95
Enterprise Value / 2022E EBITDA13.50x – 17.50x$34.36 – $52.25
Share price / 2021E FFO12.50x – 16.50x$40.51 – $53.48
Share Price / 2022E FFO12.00x – 16.00x$40.34 – $53.78
Share price / 2021E AFFO12.50x – 15.50x$40.75 – $50.53
Share Price / 2022E AFFO12.00x – 15.00x$40.66 – $50.82
Premium (Discount) to NAV(5.0)% – 15.0%$38.67 – $46.81

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Based on the implied per share equity value ranges for Realty Income and VEREIT derived from the selected publicly traded companies analysis performed, the following implied exchange ratio ranges (representing the range determined by using (x) as the bottom end, the amount calculated by dividing the lowest implied per share equity value range for VEREIT by the highest implied per share equity value range for Realty Income and (y) as the top end, the amount calculated by dividing the highest implied per share equity value range for VEREIT by the lowest implied per share equity value range for Realty Income), as compared to the Exchange Ratio, were indicated:
MetricImplied Exchange Ratio Range
Enterprise Value / 2021E EBITDA0.552x – 0.907x
Enterprise Value / 2022E EBITDA0.494x – 0.908x
Share price / 2021E FFO0.587x – 0.904x
Share Price / 2022E FFO0.587x – 0.898x
Share price / 2021E AFFO0.562x – 0.888x
Share Price / 2022E AFFO0.573x – 0.895x
Premium (Discount) to NAV0.511x – 0.815x
Other Information
For reference only, Moelis reviewed a precedent premia paid analysis in which Moelis reviewed premia paid in selected REIT transactions announced since 2015 with transaction values over $1 billion. Moelis did not utilize a precedent premia paid analysis for purposes of its analysis or opinion but included the data for informational purposes. These transactions reflected mean, median, 25th percentile, and 75th percentile (a) one-day premiums of 17.4%, 15.5%, 9.8% and 20.9%, respectively and (b) one-week premiums of 18.8%, 15.7%, 11.3% and 20.8%, respectively. Moelis noted that the (i) one-day premium implied by the Exchange Ratio and the $41.32 closing share price for VEREIT on April 27, 2021 was 17.5% and (ii) one-week premium implied by the Exchange Ratio and the $41.31 closing share price for VEREIT on April 20, 2021 was 17.5%.
In addition, for reference only, Moelis reviewed the financial terms of certain transactions in the net lease sector with transaction values over $1 billion that were completed since 2015. Moelis did not utilize a precedent transactions analysis for purposes of its analysis or opinion because of the limited number of recent transactions, the fact that all of the reviewed transactions had announced before the onset of COVID-19 (limiting the comparability of the multiples reflected in those transactions to the Mergers) and the lack of retail property exposure in the reviewed transactions.
Miscellaneous
Moelis acted as financial advisor to Realty Income in connection with the Mergers and will receive a transaction fee of $19.0 million for its services, contingent upon the consummation of the Mergers. Moelis also became entitled to receive a fee of approximately $5.0 million upon having substantially completed its work necessary to deliver its opinion, without regard to the conclusion reached therein, which is creditable against the transaction fee. In addition, Realty Income agreed to indemnify Moelis for certain liabilities and other items, including liabilities under the federal securities laws, arising out of its engagement. Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of Realty Income and VEREIT. Moelis is providing investment banking services to Realty Income in connection with the Spin-Off and potential alternatives thereto, and may receive compensation for such services. Moelis has provided investment banking and other services to Realty Income unrelated to the Mergers and in the future may provide such services to Realty Income, and has received and may receive compensation for such services. Moelis may, in the future, provide investment banking or other services unrelated to the Mergers to VEREIT, and may receive compensation for such services. In the past two years prior to the date of its opinion, Moelis (i) acted among other things as a co-manager in various equity and debt offerings undertaken by Realty Income, for which Moelis received approximately $200,000 in aggregate compensation and (ii) had not received any fees for financial advisory services from VEREIT.
The Realty Income board of directors selected Moelis as its financial advisor in connection with Mergers because Moelis has substantial experience in similar transactions and familiarity with Realty Income. Moelis

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is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.
Opinion of VEREIT’sSpirit’s Financial AdvisorAdvisors
Opinion of J.P. Morgan Securities LLC
Pursuant to an engagement letter, VEREITSpirit retained J.P. Morgan to serve as its financial advisor to Spirit in connection with the Mergers.Merger. In connection with this engagement, Spirit requested that J.P. Morgan evaluate the fairness, from a financial point of view, to the Spirit common stockholders of the Exchange Ratio of 0.762 shares of Realty Income common stock to be issued in the Merger for each share of Spirit common stock.
At the meeting of the VEREITSpirit board of directors on April 28, 2021,October 29, 2023, J.P. Morgan rendered its oral opinion to the VEREITSpirit board of directors that, as of such date and based upon and subject to the assumptions

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made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to VEREIT’sthe Spirit common stockholders. J.P. Morgan confirmed its April 28, 2021October 29, 2023 oral opinion by delivering its written opinion, dated as of April 28, 2021,October 29, 2023, to the VEREITSpirit board of directors that, as of such date, the Exchange Ratio in the Merger was fair, from a financial point of view, to VEREIT’sthe Spirit common stockholders.
The full text of the written opinion of J.P. Morgan, dated as of April 28, 2021,October 29, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex CB to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. VEREIT’sThe Spirit common stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the VEREITSpirit board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Mergers,Merger, was directed only to the Exchange Ratio in the Merger and did not address any other aspect of the Mergers.Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the MergersMerger to the holders of any other class of securities, creditors or other constituencies of VEREIT or VEREIT OP, including the consideration to be paid to certain minority partners of VEREIT OP,Spirit, or as to the underlying decision by VEREITSpirit to engage in the Mergers.Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The J.P. Morgan opinion does not constitute a recommendation to any stockholder of VEREITSpirit common stockholders as to how such stockholder should vote with respect to the VEREIT Merger Proposal or any other matter.
In arriving at its opinion, J.P. Morgan, among other things:

reviewed a draft, dated AprilOctober 28, 2021,2023 of the Merger Agreement;

reviewed certain publicly available business and financial information concerning VEREITSpirit and Realty Income and the industries in which they operate;

compared the financial and operating performance of VEREITSpirit and Realty Income with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of each of VEREIT’sSpirit common stock and Realty Income’sIncome common stock and certain publicly traded securities of such other companies;

reviewed certain internal financial analyses and forecasts prepared by the managementmanagements of VEREIT, for itselfSpirit and for Realty Income relating to thetheir respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the MergersMerger (the “Synergies”); and

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.
In addition, J.P. Morgan held discussions with certain members of the management of VEREITSpirit and Realty Income with respect to certain aspects of the Mergers,Merger, and the past and current business operations of VEREITSpirit and Realty Income, the financial condition and future prospects and operations of VEREITSpirit and Realty Income, the effects of the MergersMerger on the financial condition and future prospects of VEREITSpirit and Realty Income, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

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In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by VEREIT orSpirit and Realty Income or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with VEREIT,Spirit, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of VEREITSpirit or Realty Income under any state or federal laws relating to bankruptcy, insolvency, or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by VEREIT’sSpirit’s management as to the expected future results of operations and financial condition of VEREITSpirit and Realty Income to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the Merger will qualify as a tax-free reorganization for United States federal income tax purposes, and

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will be consummated as described in the Merger Agreement, and that the definitive Merger Agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. In addition, J.P. Morgan’s opinion did not address or reflect the Separation of OfficeCo from Realty Income, or any sale of all or any portion of the OfficeCo Properties. J.P. Morgan also assumed that the representations and warranties made by VEREIT,Spirit and Realty Income and their respective subsidiaries in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to VEREITSpirit with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the MergersMerger will be obtained without any adverse effect on VEREITSpirit or Realty Income or on the contemplated benefits of the Mergers.Merger.
The projections furnished to J.P. Morgan were prepared by VEREIT’sSpirit’s management, as discussed more fully under the section entitled “— VEREITSpirit Unaudited Prospective Financial Information”Information, beginning on page 7562 of this joint proxy statement/prospectus. VEREITSpirit does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Mergers,Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of VEREIT’sSpirit’s management or Realty Income’s management, as applicable, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the sectionssection entitled “— VEREITSpirit Unaudited Prospective Financial Information”Information, beginning on page 7562 of this joint proxy statement/prospectus.
J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Exchange Ratio in the Merger to VEREIT’sthe Spirit common stockholders, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the MergersMerger to the holders of any other class of securities, creditors or other constituencies of VEREIT or VEREIT OP, including the consideration to be paid to certain minority partners of VEREIT OP,Spirit or as to the underlying decision by VEREITSpirit to engage in the Mergers.Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Mergers,Merger, or any class of such persons, relative to the Exchange Ratio applicable to VEREIT’sthe Spirit common stockholders in the Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the VEREITSpirit common stock or the Realty Income common stock will trade at any future time.
J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of VEREITSpirit or any other alternative transaction.
The terms of the Merger Agreement, including the Exchange Ratio, were determined through arm’s length negotiations between VEREITSpirit and Realty Income, and the decision to enter into the Merger Agreement

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was solely that of the VEREITSpirit board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the VEREITSpirit board of directors in its evaluation of the MergersMerger and should not be viewed as determinative of the views of the VEREITSpirit board of directors or VEREIT’sSpirit’s management with respect to the MergersMerger or the Exchange Ratio.
In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the VEREITSpirit board of directors on April 28, 2021October 29, 2023 and in the financial analysis presented to the VEREITSpirit board of directors on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the VEREITSpirit board of directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

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Public Trading Multiples.Multiples
.   Using publicly available information, J.P. Morgan compared selected financial data of VEREITSpirit and Realty Income with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to those engaged in by VEREITSpirit and Realty Income, as applicable.
The companies selected by J.P. Morgan with respect to VEREITSpirit were as follows:

VEREIT,Spirit Realty Capital, Inc.

W.P. Carey Inc.

Spirit Realty Capital,NNN REIT, Inc.

Broadstone Net Lease, Inc.
The companies selected by J.P. Morgan with respect to Realty Income were as follows:

Realty Income Corporation

STORE CapitalAgree Realty Corporation

NationalEssential Properties Realty Properties,Trust, Inc.

Spirit Realty Capital, Inc.Four Corners Property Trust Inc

Agree Realty CorporationNetSTREIT Corp.
These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, may be considered similar to those of VEREITSpirit and Realty Income, as applicable. However, certain of these companies may have characteristics that are materially different from those of VEREITSpirit and Realty Income, as applicable. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect VEREITSpirit and Realty Income, as applicable.
Using publicly available information, J.P. Morgan calculated, for each selected company, the ratios of (i) the company’s price per share of common stock to the consensus equity research analystmanagement estimates for the company’s AFFOadjusted funds from operations (“AFFO”) per share of common stock for the yearsyear ending December 31, 20212024 (the “P/2021E AFFO”) and December 31, 2022 (the “P/2022E2024E AFFO”) and (ii) a third party research analyst estimatemanagement estimates for the company’s cash net operating income for the next twelve months to a third party research analyst estimate for the company’s implied value of real estate value (the “Implied Capitalization Rate”).
For VEREIT,Spirit, based on the results of this analysis, J.P. Morgan selected multiple reference ranges of 13.0x8.75x – 15.0x, 12.25x10.75x and 7.75% – 14.75x and 6.5% – 5.8%8.75% for P/2021E AFFO, P/2022E2024E AFFO and the Implied Capitalization Rate, respectively. After applying such ranges to the projected AFFO for VEREIT for the year

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ending December 31, 2021, the projected AFFO for VEREITSpirit for the year ending December 31, 2022,2024 and the projected cash net operating income for VEREITSpirit for the next twelve months, respectively, the analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for shares of VEREITSpirit common stock:
Implied Per Share Equity Value
LowHigh
VEREIT P/2021E AFFO$42.50$49.00
VEREIT P/2022E AFFO$41.50$50.00
VEREIT Implied Capitalization Rate$44.25$52.75
Implied Per Share
Equity Value
LowHigh
Spirit P/2024E AFFO$32.00$39.25
Spirit Implied Capitalization Rate$31.00$38.00
The ranges of implied per share equity value for VEREITSpirit common stock were compared to (i) the closing share price of VEREITSpirit common stock of $41.32$32.35 per share on AprilOctober 27, 2021,2023, the last trading day immediately precedingprior to the date of the written opinion, dated April 28, 2021,October 29, 2023 and (ii) the implied offer price of $37.34 per share consideration (based on the closing price of Realty Income common stock of $49.00 per share on AprilOctober 27, 2021) of $48.55.2023).
For Realty Income, based on the results of the analysis described above, J.P. Morgan selected multiple reference ranges of 15.00x11.00x – 20.75x, 14.50x13.25x and 7.00% – 19.50x and 5.8% – 5.0%8.00% for P/2021E AFFO, P/2022E2024E AFFO and the Implied Capitalization Rate, respectively. After applying such ranges to the projected AFFO for Realty Income for the year ending

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December 31, 2021, the projected AFFO for Realty Income for the year ending December 31, 2022,2024 and the projected cash net operating income for Realty IncomeSpirit for the year ending December 31, 2021,next twelve months, respectively, the analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for shares of Realty Income common stock:
Implied Per Share Equity Value
Implied Per Share
Equity Value
LowHighLowHigh
Realty Income P/2021E AFFO$51.75$71.50
Realty Income P/2022E AFFO$51.50$69.25
Realty Income P/2024E AFFO44.5053.75
Realty Income Implied Capitalization Rate$59.25$71.7547.2556.75
The ranges of implied per share equity value for Realty Income common stock were compared to the closing share price of Realty Income common stock of $68.86$49.00 per share on AprilOctober 27, 2021,2023, the last trading day immediately precedingprior to the date of the written opinion, dated April 28, 2021.October 29, 2023.
Discounted Cash Flow Analysis.Analysis.
J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for both VEREITSpirit common stock and Realty Income common stock. J.P. Morgan calculated the unlevered free cash flows that VEREITSpirit and Realty Income are expected to generate during fiscal years 20212023E through 20232026E (as set forth in the section entitled “— VEREITSpirit Unaudited Prospective Financial Information”Information, which was discussed with, and approved by, the VEREITSpirit board of directors for use by J.P. Morgan in connection with its financial analyses). J.P. Morgan also calculated a range of terminal values for VEREITSpirit and Realty Income at the end of this period by applying perpetual growth rates ranging from 0.25%1.00% to 0.75%1.50%, in the case of VEREIT, and 0.75% to 1.25%, in the case of Realty Income, based on guidance provided by VEREIT’sSpirit’s management, to estimates of the unlevered terminal free cash flows for each of VEREITSpirit and Realty Income at the end of fiscal-year 2023,fiscal year 2026, as provided in the VEREITSpirit management projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2020June 30, 2023 using discount rates ranging from 6.5%8.00% to 7.0%8.50% for VEREIT,Spirit, and 5.875%7.50% to 6.375%8.00% for Realty Income, which ranges were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of VEREITSpirit and Realty Income, respectively. For each of VEREITSpirit and Realty Income, the present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting net debt for each company as of December 31, 2020.June 30, 2023.

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Based on the foregoing, this analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for VEREITSpirit common stock and Realty Income common stock:
Implied Per Share Equity Value
Implied Per Share
Equity Value
LowHighLowHigh
VEREIT Discounted Cash Flow$32.50$44.25
Spirit Discounted Cash Flow$30.75$40.50
Realty Income Discounted Cash Flow$50.25$70.00$43.25$57.50
The range of implied per share equity values for VEREITSpirit common stock was compared to (i) the closing share price of VEREITSpirit common stock of $41.32$32.35 per share on AprilOctober 27, 2021,2023, the last trading day immediately precedingprior to the date of the written opinion, dated April 28, 2021October 29, 2023 and (ii) the implied offer price of $37.34 per share consideration (based on the closing price of Realty Income common stock of $49.00 per share on AprilOctober 27, 2021) of $48.55.2023). The range of implied per share equity valuesvalue for Realty Income common stock was compared to the closing share price of Realty Income common stock of $68.86$49.00 per share on AprilOctober 27, 2021,2023, the last trading day immediately precedingprior to the date of the written opinion, dated April 28, 2021.October 29, 2023.
Implied Relative Value Analysis.Analysis.
J.P. Morgan compared the results for VEREITSpirit to the results for Realty Income with respect to the public trading multiples and discounted cash flow analyses described above. J.P. Morgan compared the lowest equity value per share for VEREITSpirit to the highest equity value per share for Realty Income to derive the lowest exchange ratio implied by each pair of results. J.P. Morgan also compared the highest equity value per share for VEREITSpirit to the lowest equity value per share for Realty Income to derive the highest exchange ratio implied by each pair of results. The ranges of implied exchange ratios resulting from this analysis were:

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Implied
Exchange Ratios
LowHigh
P/2021E2024E AFFO0.594x0.595x0.947x
P/2022E AFFO0.599x0.971x0.882x
Implied Capitalization Rate0.617x0.546x0.890x0.804x
Discounted Cash Flow0.464x0.535x0.881x0.936x
The ranges of implied exchange ratios resulting from the foregoing analysis were compared to (i) the impliedcurrent exchange ratio of 0.600x0.660x on AprilOctober 27, 2021,2023, the last trading day immediately precedingprior to the date of the written opinion, dated April 28, 2021October 29, 2023 and (ii) the Exchange Ratio of 0.705x,0.762x, as contemplated in the Merger Agreement.Merger.
Discounted Cash Flow-Based Value Creation Analysis.Analysis.
J.P. Morgan conducted an analysis of the theoretical value creation to the existing holders of VEREITSpirit common stockstockholders that compared the estimated implied equity value of VEREITSpirit common stock on a standalone basis, based on the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above, to the estimated implied equity value of former VEREITSpirit common stockholders’ ownership in the combined company, pro forma for the Merger.
J.P. Morgan calculated the pro forma implied equity value of VEREITSpirit common stock by (1) adding the sum of (a) the implied equity value of VEREIT on a stand-alone basis of approximately $8,701 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of VEREIT described above, (b) the implied equity value of Realty Income on a stand-alone basis of approximately $22,151$36,852 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of Realty Income described above, (b) the implied equity value of Spirit on a stand-alone basis of approximately $5,041 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of Spirit described above and (c) the estimated value of Synergies, as reflected in estimates VEREIT’sSpirit’s management provided to J.P. Morgan for use in connection with its analysis, in the aggregate amount of $749$464 million, (2) subtracting the estimated transaction expenses of $288$141 million and (3) multiplying such result by the pro forma equity ownership of the combined company by the existing holdersSpirit common stockholders of VEREIT common stock of 30.3%12.8%. This analysis indicated that the Merger implied pro forma equity value for such holders of $9,476$5,408 million, which represents accretion in value of $775$367 million, or 8.9%7.3% compared to the standalone equity value of VEREIT.Spirit. There can be no

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assurance, however, that the Synergies, transaction-related expenses and other impacts referred to above will not be substantially greater or less than those estimated by VEREIT’sSpirit’s management and described above.
Miscellaneous.Miscellaneous.
The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of either VEREIT orSpirit and Realty Income. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.
Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary are identical to VEREIT Spirit

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or Realty Income, as applicable. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of VEREITSpirit or Realty Income, as applicable. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to VEREITSpirit and Realty Income, as applicable.
As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergersMergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise VEREITSpirit with respect to the MergersMerger and deliver an opinion to the VEREITSpirit board of directors with respect to the MergersMerger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with VEREIT,Spirit, Realty Income and the industries in which they operate.
VEREITFor financial advisory services rendered in connection with the Merger, Spirit has agreed to pay J.P. Morgan a fee of up to $38.0 million, $5.0 million$25,000,000, $2,000,000 of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the Mergers.Merger. In addition, VEREITSpirit has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the reasonable and documented fees and disbursementsexpenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.
During the two years preceding the date of its opinion, J.P. Morgan and its affiliates have had and continue to have, commercial or investment banking relationships with each of VEREITSpirit and Realty Income, for which J.P. Morgan and such affiliates have received or will receive, customary compensation.
Such services during such period have included acting as joint bookrunning managerlead arranger and joint bookrunner on VEREIT’s bond offeringsSpirit’s credit facilities in March 2022, August 2022, November 2019, June 20202022 and November 2020,May 2023 and acting as joint lead arranger and joint bookrunner on the Realty Income’s revolving credit facilityfacilities in August 2019,April 2022 and January 2023 and as joint bookrunning managerlead bookrunner on the Realty Income’s bond offerings of debt securities in July 2019, May 2020, October 20202022 and December 2020.June 2023. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Spirit, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 2%1% of the outstanding common stock of each of VEREITSpirit and

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Realty Income, and on a fiduciary and proprietary basis, approximately 12.5% of VEREIT’s outstanding preferred stock. During the two years preceding the delivery of J.P. Morgan’s opinion, the aggregate fees received by J.P. Morgan from VEREIT were approximately $2.0 million and the aggregate fees received by J.P. Morgan from Realty Income were approximately $4.0 million.Income. In the ordinary course of theirJ.P. Morgan’s businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of VEREITSpirit or Realty Income for theirJ.P. Morgan’s own accountsaccount or for the accounts of customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments. During the two years preceding the delivery of J.P. Morgan’s opinion, the aggregate fees received by J.P. Morgan from Spirit and Realty Income were approximately $23,000,000 – $34,500,000.
Opinion of Morgan Stanley & Co. LLC
Spirit retained Morgan Stanley to act as a financial advisor to the Spirit board of directors in connection with the proposed Merger. The Spirit board of directors selected Morgan Stanley to act as a financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industry, and its knowledge of Spirit’s business and affairs. At the meeting of the Spirit board of directors on October 29, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion dated October 29, 2023, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of Spirit common stock (other than the shares held by Spirit, Realty Income and Merger Sub and any direct or indirect wholly owned subsidiary of Realty Income (other than Merger Sub) or Spirit (the “Excluded Shares”)).
The full text of the written opinion of Morgan Stanley, dated as of October 29, 2023, sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy

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statement/prospectus as Annex C and is incorporated herein by reference. You are encouraged to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered for the benefit of the Spirit board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the Exchange Ratio pursuant to the Merger Agreement to the holders of shares of Spirit common stock (other than the holders of the Excluded Shares). Morgan Stanley’s opinion did not address any other aspect of the Merger or related transactions or any implications thereof, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Spirit common stock or shares of Realty Income common stock would trade at any time, or any compensation or compensation agreements arising from (or relating to) the Merger which benefit any officer, director or employee of Spirit, or any class of such persons, relative to the consideration to be received by the holders of shares of Spirit common stock in the transaction (other than the holders of the Excluded Shares). The opinion was addressed to, and rendered for the benefit of, the Spirit board of directors and was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Spirit common stock or any holder of shares of Realty Income common stock as to how to vote or act on any matter with respect to the Merger or related transactions, or any other action with respect to the transactions contemplated by the Merger Agreement, including the Merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.
In connection with rendering its opinion, Morgan Stanley, among other things:

reviewed certain publicly available financial statements and other business and financial information of Spirit and Realty Income, respectively;

reviewed certain internal financial statements and other financial and operating data concerning Spirit and Realty Income, respectively;

reviewed certain financial projections prepared by the managements of Spirit and Realty Income, respectively (the “Financial Projections”);

reviewed information relating to certain strategic, financial and operational benefits anticipated from the Merger, prepared by the managements of Spirit and Realty Income, respectively;

discussed the past and current operations and financial condition and the prospects of Spirit, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, with senior executives of Spirit;

discussed the past and current operations and financial condition and the prospects of Realty Income, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, with senior executives of Realty Income;

reviewed the pro forma impact of the Merger on Realty Income’s earnings per share, cash flow, consolidated capitalization and certain financial ratios;

reviewed the reported prices and trading activity for Spirit common stock and Realty Income common stock;

compared the financial performance of Spirit and Realty Income and the prices and trading activity of Spirit common stock and Realty Income common stock with that of certain other publicly-traded companies comparable with Spirit and Realty Income, respectively, and their securities;

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

participated in certain discussions among representatives of Spirit and Realty Income and their financial and legal advisors;

reviewed a draft, dated October 27, 2023, of the Merger Agreement and certain related documents; and

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.
In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made

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available to Morgan Stanley by Spirit and Realty Income, and formed a substantial basis for its opinion. Morgan Stanley relied upon, without independent verification, the assessment by the managements of Spirit and Realty Income of: (i) the strategic, financial and other benefits expected to result from the Merger; (ii) the timing and risks associated with the integration of Spirit and Realty Income; (iii) their ability to retain key employees of Spirit and Realty Income, respectively, and (iv) the validity of, and risks associated with, Spirit’s and Realty Income’s existing and future business models. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then currently available estimates and judgments of the respective managements of Spirit and Realty Income of the future financial performance of Spirit and Realty Income. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Merger will be treated as a reorganization pursuant to the Code, and that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley does not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley has been advised by Realty Income that Realty Income has operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since its formation as a REIT and Morgan Stanley assumed that the Merger will not adversely affect such status or operations of Realty Income. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Realty Income and Spirit and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Spirit’s officers, directors or employees, or any class of such persons, relative to the Consideration to be received by the holders of shares of Spirit common stock in the transaction. Morgan Stanley also expressed no opinion as to the relative fairness of any portion of the consideration to holders of any other equity securities of Spirit. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to Spirit, nor did it address the underlying business decision of Spirit to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Spirit or Realty Income, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, October 29, 2023. Events occurring after October 29, 2023 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.
Summary of Financial Analyses of Morgan Stanley
The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter to the Spirit board of directors dated October 29, 2023. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The various analyses summarized below were based on the closing prices for shares of Spirit common stock and shares of Realty Income common stock as of October 26, 2023, the second to last trading day prior to the delivery of the opinion, and are not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed without considering all analyses and factors could create a misleading or incomplete view

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of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.
In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and relied upon the Financial Projections. For certain information regarding the Financial Projections, see the section entitled “— Spirit Unaudited Prospective Financial Information.”
Comparable Public Company Analysis
Morgan Stanley reviewed and compared certain publicly available ratios, market multiples and Wall Street research analyst consensus (“Street Consensus”) estimates for each of Spirit and Realty Income with equivalent publicly available financial information and consensus estimates for companies that share business characteristics with Spirit and Realty Income to derive an implied exchange ratio reference range with respect to Spirit and Realty Income. Morgan Stanley reviewed the following publicly traded net lease REITs (“Comparable Companies”): (i) with respect to Spirit, Broadstone Net Lease, Inc., Essential Properties Realty Trust, Inc., NNN REIT, Inc. and W.P. Carey Inc., and (ii) with respect to Realty Income, Agree Realty Corporation, NNN REIT, Inc., VICI Properties Inc. and W.P. Carey, Inc.
For purposes of this analysis, Morgan Stanley analyzed and compared certain statistics for each of these Comparable Companies for comparison purposes, including the ratios of share price to Street Consensus estimated adjusted funds from operations per share (“AFFO per share” and such ratio “P/AFFO per share multiples”) for calendar year 2024.
Morgan Stanley also analyzed (i) the implied capitalization rate for each Comparable Company published by Green Street (the “Implied Cap Rate”) (ii) the premium or discount (the “P/(D)”) represented by the ratio of share price to Street Consensus estimated net asset value per share (the “NAV per share (Cons.)” and such ratio “P/(D) to NAV per share (Cons.)”) and (iii) the P/(D) represented by the ratio of share price to Green Street estimated net asset value per share (the “NAV per share (GSA)” and such ratio “P/(D) to NAV per share (GSA)”). The multiples and ratios for each of the Comparable Companies were calculated using their respective closing prices on October 26, 2023 and were based on publicly available information, market data and Street Consensus estimates. Morgan Stanley derived a range of multiples or discounts/premiums, as applicable, for each metric based on its professional judgment.
Morgan Stanley then compared the P/AFFO per share multiples, Implied Cap Rate, P/(D) to NAV per share (Cons.) and P/(D) to NAV per share (GSA) for each Comparable Company to Spirit and Realty Income to derive a range of implied share prices for each share of Spirit common stock and Realty Income common stock. In the case of Realty Income, the range of implied share prices was derived taking into account the historical trading premium of Realty Income relative to its peers.
SpiritRealty Income
Comparable
Companies
Range
Implied
Share Price
Range
Comparable
Companies
Range
Implied
Share Price
Range
P/AFFO Per Share Multiples9.9x to 11.9x$36.08 to 43.3812.5x to 14.5x$50.81 to 58.92
Implied Cap Rate8.1% to 7.6%$35.11 to 39.087.1% to 6.6%$50.41 to 55.90
P/(D) to NAV Per Share (Cons.)(21)% to (11)%$32.84 to 36.98(10)% to 0%$52.57 to 58.41
P/(D) to NAV Per Share (GSA)(14)% to (4)%$34.29 to 38.26(5)% to 5%$50.96 to 56.34
Average RangeN/A$34.58 to 39.43N/A$51.19 to 57.39
Following this analysis, Morgan Stanley then compared the ranges of implied share prices for each of Spirit and Realty Income. Morgan Stanley compared the average of the highest implied share prices for Spirit to the average of the lowest implied share prices for Realty Income to derive the highest exchange ratio implied by such pair of estimates. Similarly, Morgan Stanley compared the average of the lowest implied share prices for Spirit to the average of the highest implied share prices for Realty Income to derive the lowest exchange ratio implied by such pair of estimates. The implied exchange ratios resulting from this analysis, as compared to the Exchange Ratio of 0.762 provided for in the Merger, were:

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Implied Exchange
Ratio Range
0.603x to 0.770x
No Comparable Company utilized in the selected publicly traded comparable companies analysis is identical to Spirit or Realty Income and hence the foregoing summary and underlying financial analyses involved considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the Comparable Companies. In evaluating the Comparable Companies, Morgan Stanley made judgments and assumptions based on its professional judgment and experience with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Spirit or Realty Income. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using publicly traded comparable companies’ data.
Dividend Discount Analysis
Morgan Stanley performed a dividend discount analysis of shares of Spirit common stock to calculate a range of implied present values per share of Spirit common stock. To perform this analysis, Morgan Stanley calculated the aggregate implied present value of dividends per share that Spirit was forecasted to generate for the period from July 1, 2023 through December 31, 2026 utilizing, based upon the authorization of Spirit management, the Financial Projections of Spirit prepared and provided by Spirit management and authorized for Morgan Stanley’s use by Spirit management, discounted based on a derived cost of equity using the capital asset pricing model.
Morgan Stanley then derived a range of implied terminal values per share of Spirit common stock by applying an estimated amount of AFFO per share for the forward twelve months beginning January 1, 2027 to a range of estimated AFFO per share multiples (of 9.1x to 12.5x), based on the observed range of share price to next twelve months AFFO per share multiples that Spirit has historically traded at over the past ten years and Morgan Stanley’s professional judgement. These implied terminal values were then discounted to present value by applying a range of derived cost of equity (from 9.3% to 11.3%) and added to the sum of the implied present value of dividends per share to arrive at implied present value per share. This analysis indicated the following implied per share equity value reference range for Spirit:
Implied Per Share
Equity Value
Reference Range
$32.23 to $43.67
Similarly, Morgan Stanley performed a dividend discount analysis of shares of Realty Income common stock to calculate a range of implied present values per share of Realty Income common stock. To perform this analysis, Morgan Stanley calculated the aggregate implied present value of dividends per share that Realty Income was forecasted to generate for the period from July 1, 2023 through December 31, 2026 utilizing, based upon the authorization of Spirit management and Realty Income management, the Realty Income Standalone Projections prepared and provided by Realty Income management and authorized for Morgan Stanley’s use by Spirit management and Realty Income management, discounted based on a derived cost of equity using the capital asset pricing model.
Morgan Stanley then derived a range of implied terminal values per share of Realty Income common stock by applying an estimated amount of AFFO per share for the forward twelve months beginning January 1, 2027 to a range of estimated AFFO per share multiples (of 12.3x to 18.2x), based on the observed range of share price to next twelve months AFFO per share multiples that Realty Income has historically traded at over the past ten years and Morgan Stanley’s professional judgement. These implied terminal values were then discounted to present value by applying a range of derived cost of equity (from 8.6% to 10.6%) and added to the sum of the implied present value of dividends per share to arrive at implied present value per share. This analysis indicated the following implied per share equity value reference range for Realty Income:

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Implied Per Share
Equity Value
Reference Range
$47.56 to $69.98
Following this analysis, Morgan Stanley then compared the ranges of implied equity values for each of Spirit and Realty Income. First, Morgan Stanley compared the highest implied equity value per share for Spirit to the lowest implied equity value per share for Realty Income to derive the highest exchange ratio implied by such pair of estimates. Second, Morgan Stanley compared the lowest implied equity value per share for Spirit to the highest implied equity value per share for Realty Income to derive the lowest exchange ratio implied by such pair of estimates. The implied exchange ratio range resulting from this analysis, as compared to the Exchange Ratio of 0.762 provided for in the Merger, was:
Implied Exchange
Ratio Range
0.461x to 0.918x
Premiums Paid Analysis
Using publicly available information, Morgan Stanley reviewed the terms of the following selected public company precedent transactions announced between January 1, 2000 to October 26, 2023 in which the targets were net lease publicly traded REITs (excluding mergers of equals, reverse mergers and mergers involving management internalizations), with a deal size greater than $2 billion, for which sufficient information was available as of the date of the opinion.
Selected Precedent Transactions
Announcement DateAcquirerTarget
September 2022Ivory Parent, LLC (an affiliate of GIC and Oak Street Real Estate Capital, LLC)STORE Capital Corporation
August 2021VICI Properties, Inc.MGM Growth Properties LLC
November 2021Industrial Logistics Properties TrustMonmouth Real Estate Investment Corporation
April 2021Realty Income CorporationVEREIT, Inc.
May 2018BRE Glacier Parent L.P. (an affiliate of The Blackstone Group L.P.)Gramercy Property Trust
October 2013American Realty Capital Properties, Inc.Cole Real Estate Investments, Inc.
May 2013American Realty Capital Properties, Inc.CapLease, Inc.
September 2012Realty Income CorporationAmerican Realty Capital Trust, Inc.
November 2007Gramercy Capital Corp.American Financial Realty Trust
March 2007Redford Holdco, LLC (an affiliate of Macquarie Bank Limited and Kaupthing Bank hf.)Spirit Finance Corporation
October 2006General Electric Capital CorporationTrustreet Properties, Inc.
September 2005Flag Fund V LLC (advised by DRA Advisors LLC)Capital Automotive REIT
March 2001General Electric Capital CorporationFranchise Finance Corporation of America
Morgan Stanley reviewed the premiums paid to the target companies’ unaffected stock prices (defined as the average stock price for the ten trading days ending five trading days prior to the first trading day prior to the transaction announcement, except in certain transactions involving market rumors or a public

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announcement prior to the transaction announcement). Based on this analysis, Morgan Stanley derived a range of implied share prices for Spirit as follows:
Selected Range
Implied Share Price
Range
Bottom
Quartile
Top
Quartile
Premium to Unaffected Price12%23%$37.01 to $40.64
No company or transaction utilized in the premiums paid analysis is identical to Spirit or the Merger, or directly comparable to the Merger in business mix, timing, size or other metrics. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences between the Merger and the other transactions, Spirit and other factors. In evaluating the precedent transactions included in the premiums paid analysis, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Spirit.
Other Information
Morgan Stanley observed certain additional factors that were not considered part of Morgan Stanley’s financial analyses with respect to its opinion but were referenced for informational purposes, including the following:
Historical Stock Price
Morgan Stanley reviewed the stock price performance of shares of Spirit common stock and shares of Realty Income common stock during (i) the 52-week period ended on October 26, 2023, reflecting the unaffected price for such common stock.
SpiritRealty Income
Share Price RangeShare Price Range
Range$32.48 to $44.65$48.42 to $68.85
Following this analysis, Morgan Stanley then compared the ranges of share prices for each of Spirit and Realty Income. Morgan Stanley compared the highest share price for Spirit in the range to the lowest share price for Realty Income in the range to derive the highest exchange ratio. Similarly, Morgan Stanley compared the lowest price per share for Spirit in the range to the highest price per share for Realty Income in the range to derive the lowest exchange ratio. The exchange ratios resulting from this analysis, as compared to the Exchange Ratio of 0.762 provided for in the Merger, were:
Implied Exchange
Ratio Range
October 27, 2022 to October 26, 20230.472x to 0.922x
Wall Street Research Analyst Price Targets and NAV Targets
Morgan Stanley reviewed publicly available price targets for shares of common stock of each of Spirit and Realty Income published prior to October 26, 2023 by Wall Street research analysts. Morgan Stanley reviewed the undiscounted range of analyst price targets for shares of Spirit common stock, as of October 26, 2023, and discounted them using a derived cost of equity of 10.3% based on the capital asset pricing model, resulting in a discounted price target range of $31.56 to $42.61. Likewise, Morgan Stanley reviewed the undiscounted range of analyst price targets for shares of Realty Income common stock, as of October 26, 2023, and discounted them using a derived cost of equity of 9.6% based on the capital asset pricing model, resulting in a discounted price target range of $49.41 to $70.08. Morgan Stanley compared the high price target for Spirit in the range to the low price target for Realty Income in the range to derive the highest exchange ratio implied by such pair of price targets. Similarly, Morgan Stanley compared the low price target for Spirit in the range to the high price target for Realty Income in the range to derive the lowest exchange ratio implied by such pair of price targets. The implied exchange ratios resulting from this analysis, as compared to the Exchange Ratio of 0.762 provided for in the Merger, were:

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Implied Exchange
Ratio Range
0.450x to 0.862x
Morgan Stanley also reviewed available Wall Street research analyst estimates of net asset value (“NAV”) per share made prior to October 26, 2023 by Wall Street research analysts for each of Spirit and Realty Income, which reflected low to high NAV per share for Spirit and Realty Income of $36.66 to $45.98 and $48.70 to $64.78, respectively. Morgan Stanley compared the high NAV per share for Spirit in the range to the low NAV per share for Realty Income in the range to derive the highest exchange ratio implied by such pair of estimates. Similarly, Morgan Stanley compared the low NAV per share for Spirit in the range to the high NAV per share for Realty Income in the range to derive the lowest exchange ratio implied by such pair of estimates. The implied exchange ratios resulting from this analysis, as compared to the Exchange Ratio of 0.762 provided for in the Merger, were:
Implied Exchange
Ratio Range
0.566x to 0.944x
The public market trading price targets and estimates of NAV per share published by Wall Street research analysts do not necessarily reflect current market trading prices for the common shares of Spirit and Realty Income and these targets and estimates are subject to uncertainties, including the future financial performance of Spirit and Realty Income and future financial market conditions.
General
In connection with the review of the Merger by the Spirit board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Spirit or Realty Income.
In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters. These include, among other things, the impact of competition on the businesses of Spirit and Realty Income and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Spirit, Realty Income or the industry, or in the financial markets in general. Many of these assumptions are beyond the control of Spirit and Realty Income. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.
Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Exchange Ratio pursuant to the Merger Agreement to the holders of shares of Spirit common stock (other than the holders of the Excluded Shares), and in connection with the delivery of its opinion, dated October 29, 2023, to the Spirit board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Spirit common stock or shares of Realty Income common stock might actually trade.
The Exchange Ratio was determined by Spirit and Realty Income through arm’s-length negotiations between Spirit and Realty Income and was unanimously approved by the Spirit board of directors. Morgan Stanley provided advice to the Spirit board of directors during these negotiations. Morgan Stanley did not, however, recommend any specific exchange ratio or form, mix or amount of consideration for the Merger

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to the Spirit board of directors or the Realty Income board of directors or that any specific exchange ratio or form, mix or amount of consideration for the Merger constituted the only appropriate consideration for the Merger.
Morgan Stanley’s opinion and its presentation to the Spirit board of directors was one of many factors taken into consideration by the Spirit board of directors in deciding to approve the Merger Agreement and transactions contemplated thereby, including the Merger. Consequently, the analyses, as described above, should not be viewed as determinative of the opinion of the Spirit board of directors with respect to the Exchange Ratio pursuant to the Merger Agreement or of whether the Spirit board of directors would have been willing to agree to a different exchange ratio.
Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.
Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Spirit common stock or shares of Realty Income common stock as to how to vote or act on any matter with respect to the Merger or related transactions or any other action with respect to the transactions contemplated by the Merger Agreement, including the Merger. Morgan Stanley’s opinion did not address any other aspect of the Merger or related transactions, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Spirit common stock or shares of Realty Income common stock would trade at any time, or any compensation or compensation agreements arising from (or relating to) the Merger which benefit any officer, director or employee of Spirit, or any class of such persons, relative to the consideration to be received by the holders of shares of Spirit common stock in the transaction.
The Spirit board of directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or for the accounts of their customers, in debt or equity securities or loans of Spirit, Realty Income, or any other company, or any currency or commodity, that may be involved in the transactions contemplated by the Merger Agreement, or any related derivative instrument.
Under the terms of its engagement letter, Morgan Stanley provided the Spirit board of directors with financial advisory services and a financial opinion in connection with the Merger, described in this section and attached to this statement as Annex C, and Spirit agreed to pay Morgan Stanley a fee of up to $25 million for its services, $2 million of which was payable upon the rendering of its opinion, and $200,000 of which was earned as a monthly advisory fee as of the date of this proxy statement/prospectus (which amount will increase by $100,000 per month until the date of the Closing) and the remaining portion of which is contingent upon the consummation of the Merger. Spirit has also agreed to reimburse Morgan Stanley for its reasonable expenses, including reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Spirit has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to or arising out of Morgan Stanley’s engagement.
In the thirty months prior to the date of its opinion, Morgan Stanley and its affiliates have provided financing services to Spirit and have received approximately $5 million to $10 million in connection with such services. In the thirty months prior to the date of its opinion, Morgan Stanley and its affiliates have provided financing services to Realty Income and have received approximately $5 million to $10 million in connection with such services. As of the date of the opinion, affiliates of Morgan Stanley are lenders to each of Spirit and Realty Income under their respective credit facilities. Morgan Stanley and its affiliates may seek to provide financial advisory and financing services to Spirit and Realty Income and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

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Spirit Unaudited Prospective Financial Information
Realty Income doesWhile Spirit has from time to time provided limited financial guidance to investors, Spirit has not, as a matter of course, make public long-termotherwise publicly disclosed internal projections as to future revenues,performance, earnings or other results beyond the then current annual period due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. Realty Income’sHowever, in connection with the Merger, prior to the execution of the Merger Agreement, Spirit management prepared and provided to the Realty IncomeSpirit board of directors in connection with its evaluation of the Mergers,Merger and to Moelis, itsSpirit’s financial advisor,advisors, J.P. Morgan and Morgan Stanley, for itstheir use and reliance in connection with itstheir respective financial analyses and opinion described above underopinions, certain nonpublic, internal financial projections regarding Spirit’s future operations for fiscal years ending December 31, 2023, December 31, 2024, December 31, 2025 and December 31, 2026 (the “Spirit Standalone Projections”).
In addition, while Realty Income has from time to time provided limited financial guidance to investors, Realty Income has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results beyond the sections entitled “— Opinionthen current annual period due to, among other reasons, the uncertainty, unpredictability and subjectivity of Realty Income’s Financial Advisor — Opinionthe underlying assumptions and estimates. However, in connection with the Merger, Spirit management prepared and provided to the Spirit board of Moelis & Company LLC,”directors in connection with its evaluation of the Merger and Spirit’s financial advisors, J.P. Morgan and Morgan Stanley, for their use and reliance in connection with their respective financial analyses and opinions, certain nonpublic, internal financial projections regarding Realty Income’s future operations for fiscal years 2021 throughending December 31, 2023, (the “Realty Income Standalone Projections”). As described below, certain of these projections were also provided to VEREITDecember 31, 2024, December 31, 2025 and to its financial advisor, J.P. Morgan, for its use and reliance in connection with its financial analyses and opinion. For more information, see “— Background of the Mergers,” and “— Opinion of VEREIT’s Financial Advisor — Opinion of J.P. Morgan Securities LLC.” In addition, Realty Income’s management prepared and provided to the Realty Income board of directors in connection with its evaluation of the Mergers and to Moelis, its financial advisor, for use and reliance in connection with its financial analyses and opinion described above under the sections entitled “— Opinion of Realty Income’s Financial Advisor — Opinion of Moelis & Company LLC,” certain nonpublic, internal financial projections regarding VEREIT’s projected future operations for fiscal years 2021 through 2023December 31, 2026 for purposes of evaluating VEREITRealty Income and the Mergers, which were prepared, in part, based on the VEREIT Management Projections (as hereinafter defined), as adjusted by Realty Income’s managementMerger (the “VEREIT Adjusted“Realty Income Standalone Projections,” and together with the Spirit Standalone Projections, the “Spirit Management Projections”). The Realty Income Standalone Projections the “Realty Income Management Projections”). In addition. VEREITwere prepared by Spirit’s management, in part, based on certain information regarding Realty Income’s future performance provided by Realty Income and its advisorsto Spirit during Spirit’s reverse due diligence process, which projections the VEREIT Management Projections. For more information, see “— VEREIT Unaudited Prospective Financial Information.”Spirit board of directors approved for use by Spirit’s financial advisors. Spirit also provided the Spirit Standalone Projections to Realty IncomeIncome. Spirit has included below a summary of the Realty IncomeSpirit Management Projections for the purpose of providing stockholders and investors access to certain previously nonpublic information that was furnished to certain partiesJ.P. Morgan, Morgan Stanley, Realty Income and Wells Fargo in connection with the Mergers,Merger, and such information may not be appropriate for other purposes, and is not included to influence your decision if you areas a Realty IncomeSpirit stockholder, to vote for the Realty Income IssuanceMerger Proposal, or, if you are a VEREIT stockholder, to vote for the VEREIT MergerCompensation Proposal or the VEREIT CompensationAdjournment Proposal.
The inclusion of this summary should not be regarded as an indication that Spirit management, Realty Income management, or anyone who received the Spirit Management Projections then considered, or now considers, them to be a reliable prediction of future events, and the Spirit Management Projections should not be relied upon as such. This information is not fact and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Spirit Management Projections.
The Spirit Management Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. Thisprojections, but in the view of management, were prepared on a reasonable basis and reflect the assumptions and estimates available at the time they were prepared. The prospective financial information is not factrequires significant estimates and should not be relied upon as being indicative of future results,assumptions that make it inherently less comparable to the similarly titled GAAP measures in Spirit’s and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the Realty Income Management Projections.Income’s historical GAAP financial statements. The Realty IncomeSpirit Management Projections included in this section of the joint proxy statement/prospectus have been prepared by, and are the responsibility of, Realty Income’sSpirit management. Neither theErnst & Young LLP (“E&Y”), Spirit’s independent registered public accounting firm, ofnor KPMG, LLP (“KPMG”), Realty Income,Income’s independent registered public accounting firm, nor any other independent accountants, haveaccountant has examined, compiled or performed any procedures with respect to the accompanyingthis prospective financial information and, accordingly, the independent registered accounting firm of Realty Income does not expressneither E&Y nor KPMG expresses an opinion or any other form of assurance on such information or its achievability, nor assumes any liability for this prospective financial information, and assumes no responsibility for,each of E&Y and KPMG disclaims any association with the prospective financial information.respect thereto. The independent registered public accounting firm’s report of E&Y contained in the Spirit’s Annual Report on Form 10-K for the year ended December 31, 2020,2022, and the report of KPMG contained in Realty Income’s Annual Report on Form 10-K for the year ended December 31, 2022, which isare each incorporated by reference into this joint proxy statement/prospectus, relatesrelate to Spirit’s and Realty Income’s respective historical financial information.information, respectively. It does not extend to

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the unaudited prospective financial information and should not be read to do so. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.

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While presented with numeric specificity, the Realty IncomeThe Spirit Management Projections were based on numerous variables and assumptions (including but not limited to the net acquisition assumption that each of Spirit and Realty Income and VEREIT would make certain property acquisitions in connection with their respective acquisition plans, and other assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Spirit’s and Realty Income’s and VEREIT’s businesses, as applicable) that are inherently subjective and uncertain and are beyond the control of Spirit’s and Realty Income’s and VEREIT’s management. Important factors that may affect actual results and cause the Realty IncomeSpirit Management Projections to not be achieved include, but are not limited to, risks and uncertainties relating to Spirit’s and Realty Income’s and VEREIT’s businesses (including their ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business, economic, competitive, regulatory and economicfinancial market conditions and other factors described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”Statements,” and “Risk Factors,” beginning on pages 41Factors” and 26, respectively. Thethe risks described in the periodic reports filed by Spirit and Realty Income with the SEC, which reports can be found as described under “Where You Can Find More Information.” The Spirit Management Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Realty IncomeSpirit Management Projections. Accordingly, there can be no assurance that the projected results summarized below will be realized. Realty IncomeSpirit stockholders and VEREITRealty Income stockholders are urged to review the most recent SEC filings of Spirit and Realty Income and VEREIT for a description of the reported and anticipated results of operations and financial condition and capital resources during 2021,2022, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Realty Income’s Spirit’s Annual Report on Form 10-K for the year ended December 31, 2020,2022, and subsequent quarterly reports on Form 10-Q and in Realty Income’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this joint proxy statement/prospectus.
The inclusion of a summary of the Realty IncomeSpirit Management Projections in this joint proxy statement/prospectus should not be regarded as an indication that any of Spirit, Realty Income VEREIT or their respective officers, directors, affiliates, advisors or other representatives considered the Realty IncomeSpirit Management Projections to necessarily be predictive of actual future events, and the Realty IncomeSpirit Management Projections should not be relied upon as such nor should the information contained in the Realty IncomeSpirit Management Projections be considered appropriate for other purposes. None of Spirit, Realty Income VEREIT or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Realty IncomeSpirit Management Projections. Neither Spirit nor Realty Income undertakes noany obligation to update or otherwise revise or reconcile the Realty IncomeSpirit Management Projections to reflect circumstances existing after the date the Realty IncomeSpirit Management Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Realty IncomeSpirit Management Projections are shown to be in error. Since the Realty Income Management Projectionsprojections cover multiple years, such information by its nature becomes less predictive with each successive year.
Spirit and Realty Income and VEREIT may calculate certain non-GAAP financial metrics, including NOI, EBITDA, FFObase cash rent, funds from operations, adjusted funds from operations, net acquisitions and AFFO,net investment spend using different methodologies. Consequently, the financial metrics presented in each company’sSpirit’s prospective financial information disclosures and in the sections of this joint proxy statement/prospectus relatingwith respect to the opinions of the financial advisors to Realty Income and VEREITSpirit may not be directly comparable to one another.
Realty IncomeSpirit has not made and does not make, anymakes no representation to VEREIT or any Spirit stockholder in the Merger Agreement or otherwise concerning the Realty IncomeSpirit Management Projections or regarding Spirit’s or Realty Income’s ultimate performance compared to the information contained in the Realty IncomeSpirit Management Projections or that the projected results will be achieved. Realty IncomeSpirit urges all stockholders to review Spirit’s and Realty Income’s most recent SEC filings for a description of Spirit’s and Realty Income’s respective reported financial results.
Spirit Standalone Projections
The following table sets forth selected unaudited prospective financial information representing Spirit management’s evaluation of Spirit’s estimated standalone future financial performance based on an internal

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financial model that Spirit has historically used in connection with its annual budgeting and strategic planning process. The Spirit Standalone Projections have not been updated or revised to reflect information or results after the date the Spirit Standalone Projections were prepared or as of the date of this proxy statement/prospectus. The Spirit Standalone Projections were provided to J.P. Morgan, Morgan Stanley, Realty Income and Wells Fargo and a summary is presented in the following table, with all figures rounded to the nearest million, except per share data. Spirit management directed J.P. Morgan and Morgan Stanley to use and rely upon the Spirit Standalone Projections for purposes of J.P. Morgan’s and Morgan Stanley’s respective opinions and related financial analyses and the Spirit Standalone Projections were approved for J.P. Morgan’s and Morgan Stanley’s use by the Spirit board of directors. For more information, see “— Background of the Merger.”
Year Ending December 31,
2023E2024E2025E2026E
(in millions, except
per share data)
Base Cash Rent (Cash Rent)(1)
$692709762828
Adjusted Funds from Operations (AFFO)(2)
$509516550588
Fully Diluted Share Count141141146155
AFFO(2) / Share
$3.613.653.783.80
Dividends / Share$2.672.692.722.75
Net Acquisitions$332314709750
(1)
Spirit defines base cash rent (“Cash Rent”) as contractual rental income for the period, prior to deferral or abatement agreements, and excluding contingent rents, adjusted for contractual rental income abated, deemed not probable of collection, or recovered from prior period reserves.
(2)
Spirit defines adjusted funds from operations (“AFFO”) as funds from operations (“FFO”) as defined by Nareit, adjusted to eliminate the impact of certain items that Spirit believes are not indicative of its core operating performance, such as net gains (losses) on debt extinguishment, deal pursuit costs, merger related costs and certain non-cash items. These certain non-cash items include certain non-cash interest expenses (comprised of amortization of deferred financing costs, amortization of net debt discount/premium, and amortization of interest rate swap losses), non-cash revenues (comprised of straight-line rents net of bad debt expense, amortization of lease intangibles, and amortization of net premium/discount on loans receivable), and non-cash compensation expense.
Realty Income Standalone Projections
Spirit management prepared certain prospective financial information regarding Realty Income based on information provided to Spirit by Realty Income during Spirit’s reverse due diligence process. The following is a summary of the unaudited Realty Income Standalone Projections. TheProjections have not been updated or revised to reflect information or results after the date the Realty Income Standalone Projections were prepared by Realty Income’s management beginning on February 4, 2021, and are based solely onor as of the information available to Realty Income’s management at that time. The Realty Income Standalone Projections were finalized on April 27, 2021.

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The Realty Income Standalone Projections were based on numerous variables and assumptions, including the variables and assumptions discussed above, as well as the following material assumptions: (1) rental net operating income as a percentagedate of total non-reimbursement revenue would equal approximately 98% over the projected periods; (2) Realty Income would make property acquisitions over each projected period at volumes consistent with the run-rate of its current acquisition guidance; and (3) Realty Income would maintain a leverage ratio of approximately 5.5x net debt to EBITDA. The Realty Income Standalone Projections do not give effect to the Mergers or the Spin-Off.
this proxy statement/prospectus. The Realty Income Standalone Projections were provided by Spirit management to the Realty Income board of directorsJ.P. Morgan and its financial advisor, Moelis,Morgan Stanley, and to VEREIT and its financial advisor, J.P. Morgan. For more information, see “— Background ofa summary is presented in the Merger.” The following table, presents a summary of the Realty Income Standalone Projections, as prepared by Realty Income’s management, with all figures rounded to the nearest million, (other thanexcept per share data). VEREITdata. Spirit management directed J.P. Morgan and Morgan Stanley to use and rely upon such prospective financial informationthe Realty Income Standalone Projections for purposes of J.P. Morgan’s opinionand Morgan Stanley’s respective opinions and related financial analyses and such use was approved for J.P. Morgan’s use by the VEREIT board of directors.analyses.
Year Ended December 31,
2021E2022E2023E
(in millions, other than per share data)
Total Revenue$1,823$2,013$2,310
Total Net Operating Income (NOI)(1)
$1,714$1,900$2,181
EBITDA(2)
$1,624$1,805$2,072
Funds from Operations (FFO)(3)
$1,253$1,452$1,689
Adjusted Funds from Operations (AFFO)(4)
$1,314$1,462$1,696
FFO / Share(3)(5)
$3.29$3.52$3.80
AFFO / Share(4)(6)
$3.45$3.55$3.81
Dividends / Share(7)
$2.82$2.85$2.95
Year Ending December 31,
2023E2024E2025E2026E
(in millions, except
per share data)
Cash Rent and Other Revenue(1)
$3,7454,2784,6825,100
Adjusted Funds from Operations (AFFO)(2)
$2,7823,1383,3763,621
Fully Diluted Share Count695774807841

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Year Ending December 31,
2023E2024E2025E2026E
(in millions, except
per share data)
AFFO(2) / Share
$4.004.064.184.31
Dividends / Share$3.053.123.233.33
Net Investment Spend(3)
$10,1914,7005,1005,500
(1)
Realty Income defines net operating income (“NOI”) as total revenue, excluding any fees from joint ventures, less total property expenses. NOI isSee the definition of the term “Cash Rent” in the footnotes to the above table regarding the Spirit Standalone Projections relating to Spirit (on a non-GAAP financial measurestandalone basis) for the fiscal years ending December 31, 2023, December 31, 2024, December 31, 2025 and should not be considered as an alternative to net income as a measure of operating performance.December 31, 2026.
(2)
Realty Income defines EBITDA as total NOI less general and administrative expenses, less acquisition-related expenses plus joint-venture related income and fees. EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity.
(3)
Realty Income defines FundsAdjusted funds from Operations (“FFO”) as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gains on property sales. FFO, which is consistent with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, is a non-GAAP financial measure and should not be considered as an alternative to net income as a measure of operating performance.
(4)
Realty Income defines Adjusted Funds from Operationsoperations (“AFFO”) is defined as FFO,funds from operations (as defined by Nareit), adjusted to account for unique revenue and expense items including, among other things, debt extinguishment costs, stock-based compensation, the straight-lining of rents, amortization of above and below-market leases and amortization of deferred financing costs.
(5)
Realty Income defines FFO per share (“FFO / Share”) as FFO divided by the weighted average share count of common stock outstanding for the relevant period.
(6)
Realty Income defines AFFO per share (“AFFO / Share”) as AFFO divided by the weighted average share count of common stock outstanding for the relevant period.
(7)
Realty Income defines dividends per share (“Dividends / Share”) as the amount of dividends distributable per share of common stock outstanding for the relevant period. For the six months ended December 31, 2021, Dividends / Share was projected by Realty Income management to be $1.41.

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VEREIT Adjusted Standalone Projections
The following is a summary of the VEREIT Adjusted Standalone Projections. For more information regarding the VEREIT Management Projections, see “— VEREIT Unaudited Prospective Financial Information.” The VEREIT Adjusted Standalone Projections were prepared by Realty Income’s management beginning on February 4, 2021, and are based solely on the information available to Realty Income’s management at that time. The VEREIT Adjusted Standalone Projections were finalized on April 27, 2021.
The VEREIT Adjusted Standalone Projections were based on numerous variables and assumptions, including the variables and assumptions discussed above, as well as the following material assumptions: (1) VEREIT would make property acquisitions over the projected periods at volumes consistent with its historical acquisition volumes; (2) VEREIT’s pro rata share of net operating income after debt service related to its joint ventures would be reflected in EBITDA but not in consolidated net operating income; (3) VEREIT’s remaining outstanding preferred stock would be redeemed in the fourth quarter of 2022; and (4) existing mortgages would be refinanced upon maturity with its revolver and issuance in bonds. The VEREIT Adjusted Standalone Projections do not give effect to the Mergers or the Spin-Off.
The VEREIT Adjusted Standalone Projections were provided to the Realty Income board of directors and its financial advisor, Moelis, and to VEREIT and its financial advisor, J.P. Morgan. For more information, see “— Background of the Merger.” The following table presents a summary of the VEREIT Adjusted Standalone Projections, as prepared by Realty Income’s management, with all figures rounded to the nearest million, other than per share data. VEREIT management directed J.P. Morgan to use and rely upon such prospective financial information for purposes of J.P. Morgan’s opinion and related financial analyses and such use was approved for J.P. Morgan’s use by the VEREIT board of directors.
Year Ended December 31,
2021E2022E2023E
(in millions, other than per share data)
Total Revenue$1,206$1,238$1,292
Total Net Operating Income (NOI)(1)
$1,069$1,098$1,147
EBITDA(2)
$1,009$1,033$1,080
Funds from Operations (FFO)(3)
$744$781$845
Adjusted Funds from Operations (AFFO)(4)
$748$787$851
FFO / Share(3)(5)
$3.24$3.36$3.48
AFFO / Share(4)(6)
$3.26$3.39$3.50
Dividends / Share(7)
$1.93$2.03$2.10(8)
(1)
Realty Income defines net operating income (“NOI”) as total revenue, excluding any fees from joint ventures, less total property expenses. NOI is a non-GAAP financial measure and should not be considered as an alternative to net income as a measure of operating performance.
(2)
Realty Income defines EBITDA as total NOI less general and administrative expenses, less acquisition-related expenses plus joint-venture related income and fees. EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity.
(3)
Realty Income defines Funds from Operations (“FFO”) as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gains on property sales. FFO, which is consistent with NAREIT’s definition, is a non-GAAP financial measure and should not be considered as an alternative to net income as a measure of operating performance.
(4)
Realty Income defines Adjusted Funds from Operations (“AFFO”) as FFO, adjusted to account for, among other things, debt extinguishment costs, stock-based compensation, the straight-lining of rents, amortization of above and below-market leases and amortization of deferred financing costs.

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(5)
Realty Income defines FFO per share (“FFO / Share”) as FFO divided by the weighted average share count outstanding of common stock for the relevant period.
(6)
Realty Income defines AFFO per share (“AFFO / Share”) as AFFO divided by the weighted average share count of common stock outstanding for the relevant period.
(7)
Realty Income defines dividends per share (“Dividends / Share”) as the amount of dividends distributable per share of common stock outstanding for the relevant period. For the six months ended December 31, 2021, Dividends / Shares to be paid by VEREIT was projected by Realty Income to be $0.97.
(8)
For purposes of its analyses and opinion, Moelis used an estimate of $2.08 representing Dividends / Shares projected by Realty Income to be paid by VEREIT in the year ending December 31, 2023.
VEREIT Unaudited Prospective Financial Information
While VEREIT has from time to time provided limited financial guidance to investors, VEREIT has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results beyond the then current annual period due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the Mergers, prior to the execution of the Merger Agreement, VEREIT management prepared and provided to the VEREIT board of directors in connection with its evaluation of the Mergers and VEREIT’s financial advisor, J.P. Morgan, for its use and reliance in connection with its financial analyses and opinion, certain nonpublic, internal financial projections regarding VEREIT’s future operations for fiscal years ending December 31, 2021, December 31, 2022 and December 31, 2023 (the “VEREIT Standalone Projections”). As described below, these financial projections were also provided to Realty Income and its financial advisor, Moelis. For more information, see “— Background of the Mergers” and “— Opinion of VEREIT’s Financial Advisor — Opinion of J.P. Morgan Securities LLC.” In addition, VEREIT management prepared and provided to the VEREIT board of directors in connection with its evaluation of the Mergers and VEREIT’s financial advisor, J.P. Morgan, for its use and reliance in connection with its financial analyses and opinion, certain nonpublic, internal financial projections regarding Realty Income’s future operations for fiscal years ending December 31, 2021, December 31, 2022 and December 31, 2023 for purposes of evaluating Realty Income and the Mergers, which were prepared, in part, based on the Realty Income Management Projections, as adjusted by VEREIT management (the “Realty Income Adjusted Standalone Projections,” and together with the VEREIT Standalone Projections, the “VEREIT Management Projections”). Furthermore, Realty Income provided VEREIT and its advisors the Realty Income Management Projections. For more information, see “— Realty Income Unaudited Prospective Financial Information.” VEREIT has included below a summary of the VEREIT Management Projections for the purpose of providing stockholders and investors access to certain nonpublic information that was furnished to J.P. Morgan, Realty Income and Moelis in connection with the Mergers, and such information may not be appropriate for other purposes, and is not included to influence your decision, if you are a VEREIT stockholder, to vote for the VEREIT Merger Proposal or the VEREIT Compensation Proposal, or, if you are a Realty Income stockholder, to vote for the Realty Income Issuance Proposal. The inclusion of this summary should not be regarded as an indication that VEREIT management or anyone who received the VEREIT Management Projections then considered, or now considers, them to be a reliable prediction of future events, and the VEREIT Management Projections should not be relied upon as such. This information is not fact and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the VEREIT Management Projections.
The VEREIT Management Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections, but in the view of management, were prepared on a reasonable basis and reflect the assumptions and estimates available at the time they were prepared. The prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in VEREIT’s and Realty Income’s historical GAAP financial statements. The VEREIT Management Projections included in this section of the joint proxy statement/prospectus have been prepared by, and are the responsibility of, VEREIT management. Neither Deloitte & Touche LLP (which we refer to as “Deloitte”), VEREIT’s independent registered public accounting firm, nor any other independent accountant has examined, compiled or performed any procedures with respect to this prospective financial information and, accordingly, Deloitte does not express an opinion or any other form of assurance on such information or its achievability, and

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assumes no responsibility for and disclaims any association with respect thereto. The report of Deloitte contained in the Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus, relates to VEREIT’s historical financial information. It does not extend to the unaudited prospective financial information and should not be read to do so. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.
While presented with numeric specificity, the VEREIT Management Projections were based on numerous variables and assumptions (including but not limited to the net acquisition assumption that each of VEREIT and Realty Income would make certain property acquisitions in connection with their respective acquisition plans, and other assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to VEREIT’s and Realty Income’s businesses, as applicable) that are inherently subjective and uncertain and are beyond the control of VEREIT’s and Realty Income’s management. Important factors that may affect actual results and cause the VEREIT Management Projections to not be achieved include, but are not limited to, risks and uncertainties relating to VEREIT’s and Realty Income’s businesses (including their ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business, economic, competitive, regulatory and financial market conditions and other factors described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements,” and “Risk Factors,” beginning on pages 41 and 26, respectively, and the risks described in the periodic reports filed by VEREIT and Realty Income with the SEC, which reports can be found as described under “Where You Can Find More Information.” The VEREIT Management Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the VEREIT Management Projections. Accordingly, there can be no assurance that the projected results summarized below will be realized. VEREIT stockholders and Realty Income stockholders are urged to review the most recent SEC filings of VEREIT and Realty Income for a description of the reported and anticipated results of operations and financial condition and capital resources during 2021, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in VEREIT’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this joint proxy statement/prospectus.
The inclusion of a summary of the VEREIT Management Projections in this joint proxy statement/prospectus should not be regarded as an indication that any of VEREIT, Realty Income or their respective officers, directors, affiliates, advisors or other representatives considered the VEREIT Management Projections to necessarily be predictive of actual future events, and the VEREIT Management Projections should not be relied upon as such nor should the information contained in the VEREIT Management Projections be considered appropriate for other purposes. None of VEREIT, Realty Income or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the VEREIT Management Projections. VEREIT undertakes no obligation to update or otherwise revise or reconcile the VEREIT Management Projections to reflect circumstances existing after the date the VEREIT Management Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the VEREIT Management Projections are shown to be in error. Since the projections cover multiple years, such information by its nature becomes less predictive with each successive year.
VEREIT and Realty Income may calculate certain non-GAAP financial metrics, including NOI, EBITDA, FFO and AFFO, using different methodologies. Consequently, the financial metrics presented in each company’s prospective financial information disclosures and in the sections of this joint proxy statement/prospectus with respect to the opinions of the financial advisors to VEREIT and Realty Income may not be directly comparable to one another.
VEREIT has not made and makes no representation to any VEREIT stockholder or Realty Income stockholder in the Merger Agreement or otherwise concerning the VEREIT Management Projections or regarding VEREIT’s or Realty Income’s ultimate performance compared to the information contained in the VEREIT Management Projections or that the projected results will be achieved. VEREIT urges all stockholders to review VEREIT’s and Realty Income’s most recent SEC filings for a description of VEREIT’s and Realty Income’s respective reported financial results.

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VEREIT Standalone Projections
The following table sets forth selected unaudited prospective financial information representing VEREIT management’s evaluation of VEREIT’s estimated standalone future financial performance based on an internal financial model that VEREIT has historically used in connection with its annual budgeting and strategic planning process. The VEREIT Standalone Projections were prepared by VEREIT management beginning on March 8, 2021, and are based solely on the information available to VEREIT management at that time. The VEREIT Standalone Projections were finalized on April 27, 2021. The VEREIT Standalone Projections were based on numerous variables and assumptions, including the variables and assumptions discussed above, as well as the following material assumptions: (1) theIncludes net acquisitions Cash NOI, AFFO and AFFO per share projections based on VEREIT’s business plan for 2021 through 2023; (2) acquisitions at a capitalization rate of 6.5% to 7.5%; (3) general and administrative expense at approximately 6.0% of revenue; (4) new debt issued at an interest rate of approximately 3.0%; (5) AFFO payout ratio at approximately 60% or higher; and (6) net debt to normalized EBITDA at 5.5x to 6.0x. The VEREIT Standalone Projections do not give effect to the Mergers or the Spin-Off. The VEREIT Standalone Projections were provided to J.P. Morgan, Realty Income and Moelis and a summary is presented in the following table, with all figures rounded to the nearest million, except per share data. VEREIT management directed J.P. Morgan to use and rely upon the VEREIT Standalone Projections for purposes of J.P. Morgan’s opinion and related financial analyses and the VEREIT Standalone Projections were approved for J.P. Morgan’s use by the VEREIT board of directors. For more information, see “— Background of the Merger.”
Year Ending December 31,
2021E2022E2023E
(in millions, except
per share data)
Cash Net Operating Income (Cash NOI)(1)
$1,047$1,107$1,207
Adjusted Funds from Operations (AFFO)(2)
$753$816$911
Weighted Average Shares231241254
AFFO / Share$3.26$3.39$3.59
Net Acquisitions(3)
$794$1,450$1,450
(1)
VEREIT defines net operating income (“NOI”) as total revenues less property operating expenses and excludes fee revenue earned for services to our unconsolidated real estate joint ventures, impairment, depreciation and amortization, general and administrative expenses, acquisition-related expenses, litigation and non-routine costs, net and restructuring expenses. Cash NOI (i) excludes the impact of certain GAAP adjustments included in rental revenue, such as straight-line rent adjustments and amortization of above-market intangible lease assets and below-market lease intangible liabilities, and (ii) includes the pro rata share of such amounts from properties owned from investments in unconsolidated joint ventures.
(2)
VEREIT defines adjusted funds from operations (“AFFO”) as funds from operations (“FFO”) as defined by NAREIT, excluding (i) non-routine items such as acquisition-related expenses, litigation and non-routine costs, net and gains or losses on sale of investment securities or mortgage notes receivable, and (ii) certain non-cash items such as impairments of goodwill, intangible and right of use assets, straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, equity-based compensation and amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease assets and below-market lease liabilities.
(3)
Net acquisitions include VEREIT’s pro rata share of joint venture acquisitions.
Realty Income Adjusted Standalone Projections
VEREIT management prepared certain prospective financial information based on the Realty Income management case prospective financial information. The Realty Income Adjusted Standalone Projections were prepared by VEREIT management beginning on March 15, 2021, and are based solely on the information available to VEREIT management at that time. The Realty Income Adjusted Standalone Projections were

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finalized on April 27, 2021. The Realty Income Adjusted Standalone Projections were based on numerous variables and assumptions, including the variables and assumptions discussed above, as well as the following material assumptions: (1) the net acquisitions, Cash NOI, AFFO and AFFO per share projections based on the Realty Income Standalone Projections for 2021 through 2023; (2) acquisition volumes consistent with Realty Income’s guidance for 2021 and March 31, 2021 quarterly run-rate; (3) AFFO payout ratio of approximately 80%; and (4) a target leverage ratio of approximately 5.5x net debt to EBITDA. The Realty Income Adjusted Standalone Projections do not give effect to the Mergers or the Spin-Off. The Realty Income Adjusted Standalone Projections were provided to J.P. Morgan and a summary is presented in the following table, with all figures rounded to the nearest million, except per share data. VEREIT management directed J.P. Morgan to use and rely upon the Realty Income Adjusted Standalone Projections for purposes of J.P. Morgan’s opinion and related financial analyses and were approved for J.P. Morgan’s use by the VEREIT board of directors. For more information, see “— Background of the Merger.”
Year Ending December 31,
2021E2022E2023E
(in millions, except
per share data)
Cash Net Operating Income (Cash NOI)(1)(2)
$1,704$1,885$2,160
Adjusted Funds from Operations (AFFO)(1)
$1,314$1,462$1,696
Weighted Average Shares381412445
AFFO / Share$3.45$3.55$3.81
Net Acquisitions$3,418$3,325$3,900
(1)
See definitions of terms in the footnotes to the above table regarding the VEREIT management forecasts relating to VEREIT (on a standalone basis) for the fiscal years ending December 31, 2021, December 31, 2022 and December 31, 2023.
(2)
Realty Income Cash NOI is adjusted for straight-line rent and market lease amortization of $10 million, $15 million and $21 million in 2021, 2022 and 2023, respectively.development.
Interests of Realty IncomeSpirit Directors and Executive Officers in the MergersMerger
In addition to theirconsidering the recommendation of the Board of Directors that Spirit stockholders approve the transaction and vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, Spirit stockholders should be aware that the executive officers and directors of Spirit have certain interests in the Mergers as stockholders, the directors and executive officers of Realty Income have interests in the MergersMerger that are or may be different from, or in addition to, thosethe interests of Realty IncomeSpirit stockholders generally. The Realty Income boardBoard of directorsDirectors was aware of these interests and considered them, among other matters, in approving the Merger Agreement.
The Merger Agreement provides that immediately following the consummation of the Mergers, the Realty Income board of directors is expected to have           members, with Mr. Michael D. McKee as the non-executive chairman of the Realty Income board of directors and two directors who served as directors on the VEREIT board of directors prior to the Merger Effective Time.
The current senior leadership team of Realty Income is not expected to change as a result of the Merger. Accordingly, at the Merger Effective Time, the senior leadership team of Realty Income is expected to include Mr. Sumit Roy as president and chief executive officer, Ms. Christie B. Kelly as executive vice president, chief financial officer and treasurer, Mr. Neil M. Abraham as executive vice president and chief strategy officer, Mr. Mark E. Hagan as executive vice president and chief investment officer, Ms. Michelle Bushore as executive vice president, chief legal officer, general counsel and secretary, and Mr. Sean P. Nugent as senior vice president and controller.
The Mergers are not expected to result in a “change in control” or similar event for purposes of any Realty Income equity-based awards or employment-related agreements, and no payments, accelerated vesting or benefit enhancements are expected to be triggered by the Mergers.
Interests of VEREIT Directors and Executive Officers in the Mergers
In considering the recommendation of the VEREIT board of directors to approve the VEREIT Merger Proposal, VEREIT stockholders should be aware that VEREIT’s directors and executive officers have interests

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in the Merger that may be different from, or in addition to, the interests of VEREIT stockholders generally. The VEREIT board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and the transactions contemplated by it, including the Merger, Agreement (including the Merger), and in recommending to VEREITmaking their recommendation that Spirit stockholders thatadopt the VEREIT Merger Proposal be approved. SuchAgreement. These interests are described below. There are no current or former VEREIT executive officers, other thanin more detail below, and certain of them, including compensation that may become payable in connection with the VEREITMerger to named executive officers, who have interestswhich is the subject of a nonbinding, advisory vote of Spirit stockholders, are quantified in the Merger that are different from, or in additionnarrative below. For more information, please see the section of this proxy statement entitled “Proposal 2: The Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the interests of VEREIT stockholders generally.
Certain Assumptionsdates on which certain events will occur.
Except as otherwise specifically noted, forFor purposes of quantifyingthis disclosure, the potential payments and benefits described in this section, the following assumptions were used:named executive officers of Spirit are:

The relevant price per share of VEREIT common stock is $47.29, which is the average closing price per share of VEREIT common stock as reported on the NYSE over the first five business days following the first public announcement of the Merger on April 29, 2021;Jackson Hsieh, President and Chief Executive Officer

The Merger Effective Time as referenced in this section occurs on June 2, 2021, which is the assumed date of the effective time solely for purposes of the disclosure in this section;Michael Hughes, Executive Vice President and Chief Financial Officer

TheKen Heimlich, Executive Vice President and Chief Investment Officer

Jay Young, Executive Vice President, Chief Administrative Officer and Chief Legal Officer

Rochelle Thomas, Executive Vice President, General Counsel and Secretary
For purposes of this disclosure, “qualifying termination” means a termination of employment of eachby Spirit without cause or by the applicable executive officer of VEREIT is terminated by Realty Income without “cause” or due to the executive officer’s resignation for “good reason” ​(good reason (each term as such terms are defined in the relevant plans and agreements), in either case immediately following the assumed Merger Effective Time.
The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.agreement).
Treatment of OutstandingSpirit Equity Awards
VEREIT Stock Options
The Merger Agreement provides that, at the Merger Effective Time, each VEREIT Stock OptionSpirit restricted stock award that is outstanding and unexercised as of immediately prior to the Merger Effective Time, whether or not vested, will be canceled and automatically converted into a Realty Income Stock Option,the right to purchasereceive (i) a number of shares of Realty Income common stock (rounded down to the nearest whole number of shares)number) equal to the product obtained by multiplying the number of shares of VEREITSpirit common stock subject to such VEREIT Stock OptionSpirit restricted stock award by the Exchange Ratio, at an exercise price perand (ii) cash consideration in respect of the fractional share of Realty Income common stock (rounded up to which the nearest whole cent) equal to the quotient obtained by dividing the exercise price per share of VEREIT common stock of such VEREIT Stock Option by the Exchange Ratio.
Each Realty Income Stock Option will continue toholder would otherwise have and will be subject to, the same terms and conditions as applied to the corresponding VEREIT Stock Option immediately prior tobeen entitled. Spirit is permitted under the Merger Effective Time.Agreement to grant Ms. Thomas a restricted stock award,

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having a grant date fair value not to exceed $640,000, on terms consistent with restricted stock awards outstanding on the date of the Merger Agreement, and the information in “— Quantification of Payments and Benefits to Spirit’s Named Executive Officers” below includes such grant.
The Merger Agreement provides that, at the Merger Effective Time, each outstanding VEREIT RSU AwardSpirit performance share award that is outstanding as of immediately prior to the Merger Effective Time (whether vested or unvested), will be canceled and automatically converted into a Realty Income RSU Award with respectthe right to receive (i) a number of whole shares of Realty Income common stock (rounded down to the nearest whole number of shares)number) equal to the product obtained by multiplying (A)(1) for each time-based VEREIT RSU Award, the number of shares of VEREITSpirit common stock subject to such restricted stock unitSpirit performance share award as of immediatelydetermined based on, to the extent the Effective Time is prior to the Merger Effective Time or (2), for each performance-based VEREIT RSU Award,end of the numberapplicable performance period, the greater of sharestarget level of VEREIT common stock subject to such performance-based VEREIT RSU Award determined based onachievement of the applicable performance goals and actual level of achievement of the applicable performance goals as of immediately prior to the Merger Effective Time, and otherwise in accordance with the applicable award agreement, by (B) the Exchange Ratio. For this purpose, the actual level of achievement of the applicable performance goals based on relative total shareholder return shall be determined prior to the Merger Effective Time by the

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Compensation Committeeas of the VEREITend of the applicable performance period, in each case, as determined in accordance with the terms of the applicable award agreement, in good faith by the board of directors and shall be calculatedof Spirit, by measuring the total shareholder return of each applicable peer company through the second to last trading day prior to the Merger Effective Time and, in the case of VEREIT, by computing such total shareholder return using a per share price of VEREIT common stock equal to the product, rounded to two decimal places, of (x) the Exchange Ratio, multiplied by (y)(ii) cash consideration in respect of the volume-weighted average trading pricefractional share of Realty Income common stock overto which the five consecutive trading days ending onholder would otherwise have been entitled, and (iii) the secondamount of any accrued and unpaid cash dividend equivalents corresponding to last trading day prior to the Merger Effective Time. In addition, the Merger Agreement provides that the resulting Realty Income RSU Award will be credited with a dividend equivalent balance that is equal to the dividend equivalent balance credited on the corresponding VEREIT RSU Award as of immediately prior to the Merger Effective Time.
Each Realty Income RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding VEREIT RSU Award immediately prior to the Merger Effective Time (including dividend equivalent rights and including all time and service vesting conditions, but excluding performance-based vesting conditions).each such Spirit performance share award.
VEREIT Deferred Stock Unit Awards
The Merger Agreement provides that, at the Merger Effective Time, each VEREIT DSU Award that is outstanding as of immediately prior to the Merger Effective Time will become fully vested and will generally be converted into the right to receive a number of shares of Realty Income common stock equal to the product obtained by multiplying the Exchange Ratio by the number of shares underlying such VEREIT DSU Award as of immediately prior to the Merger Effective Time (rounded down to the nearest whole number of shares, with any fractional shares paid out in accordance with the Merger Agreement), with any dividend credits with respect to such VEREIT DSU Award that have not been converted into additional units prior to the Merger Effective Time paid in cash. All VEREIT DSU Awards were fully vested at the time they were granted to VEREIT’s non-employee directors.
Accelerated Vesting of VEREIT Equity Awards
Pursuant to the terms of the employment agreements described below and the award agreements for the VEREIT Stock Options and VEREIT RSU Awards held by VEREIT’s executive officers, if an executive officer’s employment is terminated by VEREIT without “cause,” or due to the executive officer’s resignation for “good reason,” ​(each as defined in such executive officer’s employment agreement) subject to execution of an effective release of claims, such executive officer’s VEREIT Stock Options and VEREIT RSU Awards will accelerate and become fully vested.
These termination vesting provisions applicable to VEREIT Stock Options and VEREIT RSU Awards held by the executive officers will continue to apply to such awards after such awards are assumed by Realty Income at the Merger Effective Time and converted into Realty Income Stock Options and Realty Income RSU Awards, respectively.
See the section entitled “Quantification of Potential Payments and Benefits to VEREIT’s Named Executive Officers in Connection with the Merger beginning on page 82 of this joint proxy statement/prospectus forFor an estimate of the value of each of VEREIT’sunvested equity awards (including accumulated dividend equivalents payable in cash) held by the named executive officer’sofficers that would vest assuming that the Merger occurs on January 31, 2024, see “— Quantification of Payments and Benefits to Spirit’s Named Executive Officers” below. We estimate that the aggregate value of unvested VEREIT equity awards.awards held by all non-employee directors of Spirit that would vest assuming that the Merger occurs on January 31, 2024 is $1,843,642.
Officer Employment AgreementsSeverance Arrangements
Each VEREIT executive officerSpirit is party to an employment agreementagreements with VEREIT. Undereach of Messrs. Hsieh, Hughes, Heimlich and Young and Ms. Thomas. Pursuant to the terms of each agreement, inagreements, if the event that thenamed executive officer’s employment with VEREIT is terminatedofficer experiences a qualifying termination within 60 days preceding or 24 months following a change in control of VEREIT (1) by VEREIT without “cause,” ​(2) by(as defined in the applicable agreement), the named executive officer for “good reason,” or (3) in the case of Mr. Rufrano only, upon non-renewal of his employment agreement by VEREIT, then VEREIT will be obligated to pay the executive officer (a)entitled to:
(1)   a cash lump sum cash payment equal to (i) 2.0 (or 3.0, in the case ofa multiple (3.0x for Mr. Rufrano) multiplied by (ii) the sumHsieh and 2.0x for Messrs. Hughes, Heimlich and Young and Ms. Thomas) of the named executive officer’s then-currentannual base salary and an amountsalary;
(2)   a lump sum cash payment equal to a multiple (3.0x for Mr. Hsieh and 1.0x for Messrs. Hughes, Heimlich and Young and Ms. Thomas) of the named executive officer’s target annual cash incentive awardbonus;
(3)   a pro-rated bonus for the year in whichof termination assuming achievement of target performance, subject to a cap of 25% of the termination of employment occurs (or in the case of Mr. Rufrano, at no less than 150% of base salary),full-year target bonus; and (b)
(4)   Up to 24 months for Messrs Hsieh and Hughes and up to 12 months for Messrs. Heimlich and Young and Ms. Thomas, of continued group medical planCOBRA health care continuation coverage (or 18 months in the caseform of Mr. Rufrano)premium payments (or equivalent cash payments, if applicable) for the named executive officer and, the executive officer’s eligible dependents at the same costif applicable, his or her spouse and dependents.
The foregoing payments are conditional upon Messrs. Hsieh, Hughes, Heimlich and Young and Ms. Thomas executing and not revoking a release of claims agreement with Spirit and continuing to the
comply with applicable restrictive covenants. Each of Messrs. Hsieh, Hughes and Heimlich is prohibited for a period of 12 months following termination of employment from competing with Spirit and soliciting Spirit’s employees and customers. Each of Mr. Young and Ms. Thomas is prohibited for a period of 12 months following termination of employment from soliciting Spirit’s employees and customers.

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executive officer as if the executive officer wasFor an active employee. The Merger will constitute a “change in control” of VEREIT for purposesestimate of the executive officer employment agreements. See “Accelerated Vesting of VEREIT Equity Awards” above for a descriptionvalue of the treatment of VEREIT equity awards held by eachseverance payments described above that would be payable to Spirit’s named executive officerofficers upon a qualifying termination on January 31, 2024, see “— Quantification of employment under the terms of the employment agreements and applicable award agreements.
The executive officers’ employment agreements provide that, if the compensation and benefits payable to the executive officer would be subject to an excise tax under Sections 280G and 4999 of the Code, such amounts will either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the executive officer in a better after-tax position.
Pursuant to the terms of each executive officer’s employment agreement, each executive officer is subject to indefinite confidentiality and nondisparagement covenants, and noncompetition and employee nonsolicitation covenants that apply during employment and for 12 months thereafter (or 24 months in the case of Mr. Rufrano). Mr. Rufrano’s employment agreement also includes a nonsolicitation of clients and investors covenant that applies during employment and for 24 months thereafter.
See the section entitled “Quantification of Potential Payments and Benefits to VEREIT’sSpirit’s Named Executive Officers in Connection with the Merger” beginning on page 82 of this joint proxy statement/Officers”prospectus for the estimated severance amounts that each of VEREIT’s named executive officers would receive under his or her employment agreement upon a qualifying termination of employment following a change in control of VEREIT. below.
Treatment of Annual Bonuses
Under the terms of the Merger Agreement, if the Merger Effective Time occurs prior to the date on which annual bonuses with respect to VEREIT’s 2021 fiscal year are paid to employees of VEREIT and its subsidiaries, then Realty Income will pay to each VEREIT employee who is eligible to receive an annual cash bonus from VEREIT or a subsidiary thereof as of immediately prior to the Merger Effective Time under VEREIT’s annual bonus program either (a) a 2021 annual bonus in an amount equal to 100% of such VEREIT employee’s target 2021 annual bonus amount if such VEREIT employee remains actively employed by VEREIT, Realty Income or any of their respective subsidiaries through December 31, 2021 or (b) if such VEREIT employee’s employment is terminated without “cause” by Realty Income or any of its subsidiaries on or after the Merger Effective Time and prior to December 31, 2021, a prorated 2021 annual bonus equal to the product of (x) the amount equal to 100% of such VEREIT employee’s target 2021 annual bonus amount, multiplied by (y) a fraction, the numerator of which is the number of days during 2021 that the VEREIT employee was employed by VEREIT, Realty Income or any of their respective subsidiaries and the denominator of which is 365 (provided that such prorated 2021 annual bonus shall not be payable to any VEREIT employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT employee’s employment agreement with VEREIT or otherwise).
If the Merger Effective Time occurs on or after January 1, 2022, then Realty Income will pay to each VEREIT employee who is eligible to receive an annual cash bonus from VEREIT or a subsidiary thereof as of immediately prior to the Merger Effective Time under the VEREIT annual bonus program, whose employment is terminated without “cause” by Realty Income or any of its subsidiaries on or within 90 days following the Merger Effective Time, a prorated 2022 annual bonus, payable within 30 days following termination of employment, equal to the product of (x) the amount equal to 100% of such VEREIT employee’s target 2022 annual bonus amount (or target 2021 annual bonus amount if the 2022 annual bonus target has not yet been set) under the VEREIT annual bonus program, multiplied by (y) a fraction, the numerator of which is the number of days during 2022 that the VEREIT employee was employed by VEREIT, Realty Income or any of their respective subsidiaries and the denominator of which is 365 (provided that such prorated 2022 annual bonus shall not be payable to any VEREIT employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT employee’s employment agreement with VEREIT or otherwise).
See the section entitled “Quantification of Potential Payments and Benefits to VEREIT’s Named Executive Officers in Connection with the Merger” beginning on page 82 of this joint proxy statement/

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prospectus for the estimated bonus payment amount that each of VEREIT’s named executive officers would receive under the terms of the Merger Agreement.
Indemnification and Insurance
Pursuant to the terms of the Merger Agreement, VEREIT non-employeefor a period of six years after the Effective Time, Spirit’s directors and executive officers will be entitled to certain ongoing indemnification and insurance coverage

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under directors’ and officers’ liability insurance policies following the Merger. Suchpolicies. This indemnification and insurance coverage is further described in the section entitled “The“The Merger Agreement — Indemnification and Insurance” beginningInsurance.”
Quantification of Payments and Benefits to Spirit’s Named Executive Officers
The table below sets forth the amount of payments and benefits that each of Spirit’s named executive officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each such named executive officer experienced a qualifying termination on page 110January 31, 2024 (which is the assumed date solely for purposes of this joint proxy statement/prospectus.
Potential Appointment to Realty Income Boardgolden parachute compensation disclosure); (ii) a per share price of Directors
Pursuant to the Merger Agreement, at the Merger Effective Time, two membersSpirit common stock of the VEREIT board of directors will be appointed to the Realty Income board of directors.
Potential Compensation Arrangements with Realty Income
Any VEREIT$36.85; (iii) that each named executive officers who become officers or employees or who otherwise are retained to provide services to Realty Income or the surviving corporation may, prior to, on or following the Merger Effective Time, enter into new individualized compensation arrangements with Realty Income or the surviving corporationofficer’s base salary rate and may participateannual target bonus remain unchanged from those in cash or equity incentive or other benefit plans maintained by Realty Income or the surviving corporation. Aseffect as of the date of this joint proxy statement/prospectus, no new individualized compensation arrangements between VEREIT’s executive officersstatement; and Realty Income or(iv) the surviving corporation have been established.
QuantificationSpirit restricted stock awards and Spirit performance share awards are outstanding as of Potential Payments and Benefits to VEREIT’s Named Executive Officers in Connection with the Merger
January 31, 2024. The information set forthcalculations in the table below is intendeddo not include any amounts that the named executive officers were entitled to comply with Item 402(t)receive or that were vested as of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of VEREITdate hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that is based on, or otherwise relatesmay occur following January 31, 2024 and prior to the Merger. For additional details regardingEffective Time or any awards that, by their terms, vest irrespective of the Merger prior to January 31, 2024 (except that the performance share awards granted in 2021 have been included in the table in light of the fact that the payout of such awards may be affected by the transactions contemplated by the Merger Agreement). Spirit is permitted under the Merger Agreement to undertake certain actions to mitigate the impact of Sections 280G and 4999 of the Code, including the acceleration of the vesting or payment of 2023 annual bonuses and Spirit Equity Awards that would vest or become payable at the Effective Time in accordance with the terms of the payments and benefits described below, see the discussion under the caption “Interests of VEREIT Directors and Executive OfficersMerger Agreement (subject to clawback in the Merger” above.
The amounts shownevent of a termination by Spirit with “cause” or resignation without “good reason”, in either case, prior to the table below are estimates basedearlier of the Closing Date and the date on multiplewhich such Spirit Equity Awards would otherwise have vested). As a result of the foregoing assumptions, thatwhich may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.
Golden Parachute Compensation
Named Executive Officer
Cash ($)(1)
Equity
Awards ($)(2)
Benefits ($)(3)
Total ($)
Jackson Hsieh$7,078,196$31,496,334$44,279$38,618,809
Michael Hughes$1,649,334$6,673,502$54,891$8,377,727
Ken Heimlich$1,649,334$6,292,152$22,139$7,963,626
Jay Young$1,301,142$5,264,586$17,693$6,583,421
Rochelle Thomas$1,072,330$3,093,321$27,445$4,193,096
(1)
Cash Payments for Named Executive Officers.
Spirit is party to employment agreements with each of Messrs. Hsieh, Hughes, Heimlich and do not reflect certain compensation actions that may occur before completion ofYoung and Ms. Thomas. Pursuant to the Merger. For purposes of calculating such amounts,agreements, if the named executive officer experiences a qualifying termination within 60 days preceding or 24 months following assumptions were used:a change in control, the named executive officer will be entitled to:

The relevant price per share of VEREIT common stock is $47.29, which is the average closing price per share of VEREIT common stock as reported on the NYSE over the first five business days following the first public announcementa lump sum cash payment equal to a multiple (3.0x for Mr. Hsieh and 2.0x for Messrs. Hughes, Heimlich and Young and Ms. Thomas) of the Merger on April 29, 2021;named executive officer’s annual base salary;

The Merger Effective Time as referenced in this section occurs on June 2, 2021, which is the assumed datea lump sum cash payment equal to a multiple (3.0x for Mr. Hsieh and 1.0x for Messrs. Hughes, Heimlich and Young and Ms. Thomas) of the Merger Effective Time solelynamed executive officer’s target bonus;

a pro-rated bonus for purposesthe year of termination assuming achievement of target performance, subject to a cap of 25% of the disclosure in this section;full-year target bonus; and

The employmentup to 24 months for Messrs Hsieh and Hughes and up to 12 months for Messrs. Heimlich and Young and Ms. Thomas, of eachCOBRA health care continuation coverage in the form of premium payments (or equivalent cash payments, if applicable) for the named executive officer of VEREIT is terminated by Realty Income without “cause”and, if applicable, his or due to the executive officer’s resignation for “good reason” ​(as such terms are defined in the relevant plansher spouse and agreements), in either case immediately following the assumed Merger Effective Time.dependents.
Named Executive Officer
Cash ($)(1)
Equity($)(2)
Perquisites /
Benefits($)(3)
Total ($)(4)
Glenn Rufrano8,128,76720,279,50830,23728,438,512
Michael J. Bartolotta2,701,0894,285,24112,9196,999,249
Lauren Goldberg2,383,5723,958,2427,3936,349,207
Paul H. McDowell2,510,5794,156,79512,9196,680,293
Thomas W. Roberts2,574,0825,024,80415,6157,614,501
 
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The foregoing payments are conditional upon Messrs. Hsieh, Hughes, Heimlich and Young and Ms. Thomas executing and not revoking a release of claims agreement with Spirit and continuing to comply with the applicable restrictive covenants set forth in the agreements. Each of Messrs. Hsieh, Hughes and Heimlich is prohibited for a period of 12 months following termination of employment from competing with Spirit and soliciting Spirit’s employees and customers. Each of Mr. Young and Ms. Thomas is prohibited for a period of 12 months following termination of employment from soliciting Spirit’s employees and customers.
The following table quantifies each of the payments described above and included in the aggregate total reported in this column assuming a qualifying termination as of January 31, 2024.
Named Executive Officer
Base Salary
Payment ($)
Annual
Bonus ($)
Prorated
Bonus ($)
Total ($)
Jackson Hsieh$2,784,864$4,177,296$116,036$7,078,196
Michael Hughes$983,454$614,659$51,222$1,649,335
Ken Heimlich$983,454$614,659$51,222$1,649,335
Jay Young$775,836$484,898$40,408$1,301,142
Rochelle Thomas$639,402$399,626$33,302$1,072,330
(1)(2)
CashEquity Award Treatment.. Consists
The Merger Agreement provides that, at the Effective Time, each Spirit restricted stock award that is outstanding as of (a)immediately prior to the Effective Time, will be canceled and automatically converted into the right to receive (i) a cash lump sum payment equalnumber of shares of Realty Income common stock (rounded down to (i) 2.0 (or 3.0, in the case of Mr. Rufrano) multiplied by (ii) the sum of the executive officer’s base salary and an amountnearest whole number) equal to the executive officer’sproduct obtained by multiplying the number of shares of Spirit common stock subject to such Spirit restricted stock award by the Exchange Ratio, and (ii) cash consideration in respect of the fractional share of Realty Income common stock to which the holder would otherwise have been entitled.
The Merger Agreement provides that, at the Effective Time, each Spirit performance share award that is outstanding as of immediately prior to the Effective Time (whether vested or unvested), will be canceled and automatically converted into the right to receive (i) a number of shares of Realty Income common stock (rounded down to the nearest whole number) equal to the product obtained by multiplying the number of shares of Spirit common stock subject to such Spirit performance share award determined based on, to the extent the Effective Time is prior to the end of the applicable performance period, the greater of target annuallevel of achievement of the applicable performance goals and actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time, and otherwise actual level of achievement of the applicable performance goals as of the end of the applicable performance period, in each case, as determined in accordance with the terms of the applicable award agreement, in good faith by the board of directors of Spirit, by the Exchange Ratio, (ii) cash incentiveconsideration in respect of the fractional share of Realty Income common stock to which the holder would otherwise have been entitled, and (iii) the amount of any accrued and unpaid cash dividend equivalents corresponding to each such Spirit performance share award.
For purposes of the Golden Parachute Compensation table above and the table directly below, the number of Spirit shares covered by each Spirit performance share award plus (b) a prorated target 2021 annual bonus payment.is equal to the number of shares of Spirit common stock that would have vested based on the current estimate of probable achievement of applicable performance goals. If the number of shares covered by each Spirit performance share award would be greater or lower if measured based upon the actual level of performance achieved as of the Effective Time, such measure will instead be utilized and the values of such performance share awards may be greater or lower than reflected in the below table, but in no event less than target. The value of Spirit performance share awards in the table below also includes the amount of any accrued and unpaid cash severance payment and prorated bonus payment are “double trigger” and become payable only upon a qualifying termination of employment (see “—dividend equivalents corresponding to each such award.

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Named Executive Officer
Value of Spirit
Restricted Stock
Awards ($)
Value of Spirit
Performance Share
Awards ($)
Total ($)
Jackson Hsieh$$31,496,334$31,496,334
Michael Hughes$$6,673,502$6,673,502
Ken Heimlich$$6,292,152$6,292,152
Jay Young$$5,264,586$5,264,586
Rochelle Thomas$965,533$2,127,788$3,093,321
(3)
As described above under “— Interests of VEREITSpirit’s Directors and Executive Officers in the Merger — Officer Employment Agreements”Severance Arrangements,” this amount represents the value of 24 months for Messrs. Hsieh and “— InterestsHughes and 12 months for Messrs. Heimlich and Young and Ms. Thomas, of VEREIT Directors and Executive OfficersCOBRA health care continuation coverage in the Merger — Treatmentform of Annual Bonuses”). The estimated amount of each such payment is shown inpremium payments (or equivalent cash payments, if applicable) for the following table:
Named Executive OfficerSeverance ($)Prorated Bonus ($)Total ($)
Glenn Rufrano7,500,000628,7678,128,767
Michael J. Bartolotta2,415,000286,0892,701,089
Lauren Goldberg2,152,500231,0722,383,572
Paul H. McDowell2,257,500253,0792,510,579
Thomas W. Roberts2,310,000264,0822,574,082
(2)
Equity. Includes accelerated vesting of VEREIT Stock Optionsnamed executive officer and, VEREIT RSU Awards upon a qualifying termination of employmentif applicable, his or her spouse and in the case of VEREIT RSU Awards, accelerated vesting of dividend equivalents credited with respect to such awards; this accelerated vesting is a “double-trigger” benefit. Values shown reflect intrinsic value as of the assumed Merger Effective Time of June 2, 2021 based on the assumed price per share of VEREIT common stock of $47.29. For further details regarding the treatment of VEREIT equity awards in connection with the Merger, see “— Interests of VEREIT Directors and Executive Officers in the Merger — Treatment of Outstanding Equity Awards.” The estimated values of such awards are shown in the following table (in the case of VEREIT RSU Awards that are subject to performance-based vesting conditions, the estimated values assume that the applicable performance goals are achieved at the target level):
Named Executive Officer
VEREIT Stock
Options ($)
VEREIT RSU
Awards ($)
Dividend
Equivalents ($)
Total ($)
Glenn Rufrano485,67518,917,513876,32020,279,508
Michael J. Bartolotta485,6753,640,053159,5134,285,241
Lauren Goldberg485,6753,326,804145,7633,958,242
Paul H. McDowell485,6753,520,788150,3324,156,795
Thomas W. Roberts485,6754,345,998193,1315,024,804
(3)
Perquisites / Benefits. Consists of estimated value of continued health and welfare benefits for a 12-month period following termination of employment (or 18 months in the case of Mr. Rufrano). Such payment is “double trigger” and is provided only upon a qualifying termination of employment (see “— Interests of VEREIT Directors and Executive Officers in the Merger — Officer Employment Agreements”).dependents.
(4)280G Mitigation Actions
Cutback. Amounts reportedAs previously disclosed, in this table do not reflectorder to mitigate the impact of the better net after-tax cutback that may apply to the payments and benefits of the named executive officers in the event that the excise tax applicable under Sections 280G and 4999 of the Code, would otherwise apply. See “— Interests of VEREIT Directors and Executive Officers in connection with the Merger, — Officer Employment Agreements.”the Spirit board of directors approved the following:
Directors
Accelerated vesting in 2023 of any outstanding Spirit restricted stock awards held by Ms. Thomas that were otherwise scheduled to vest based solely upon continued employment;

Accelerated vesting in 2023 of the Spirit performance share awards granted in 2022 and Management Following2023 at target for each of the Mergersnamed executive officers; and
Initial Board Composition
In the case of Realty Income followingeach of the Mergersnamed executive officers other than Mr. Hsieh, accelerated payment of the base salary and target annual bonus (for clarity, not the pro-rata bonus) components of the severance payable upon a qualifying termination of employment under the executive’s employment agreement.
Following
Each of the named executive officers has entered into an agreement (the “Repayment Agreement”) with Spirit, pursuant to which the executive is required to repay the after-tax value of the accelerated Spirit equity awards in the event that the executive voluntarily terminates employment without good reason or is terminated for cause prior to the earlier of (a) the completion of the Merger and (b) the regularly scheduled vesting date. Each named executive officer (other than Mr. Hsieh) is also required under the Repayment Agreement to repay the after-tax amount of the accelerated severance payment if (x) the executive’s employment with Spirit is terminated for cause or without good reason prior to the consummation of the Mergers,Merger, (y) the Realty Income board of directorsMerger Agreement is expected to have        members, with Mr. Michael D. McKee as the non-executive chairman of the Realty Income board of directors and two directors who served as directors on the VEREIT board of directors prior to the effective time of the Merger.
Officers of Realty Income following the Mergers
The current senior leadership team of Realty Income is not expected to change as a result of the Merger. Accordingly, at the effective timeterminated without consummation of the Merger, or (z) the senior leadership teamexecutive fails to execute without revocation a general release of Realty Income is expectedclaims in favor of Spirit within 60 days following termination of employment.
In addition, each of the named executive officers has entered into an amendment to
his or her employment agreement (the “Employment Agreement Amendment”) with Spirit, pursuant to which the prorated bonus payable upon a qualifying termination thereunder shall be calculated based on 2023 target bonus and paid at the same time as other cash severance.

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include Mr. Sumit Roy as president and chief executive officer, Ms. Christie B. Kelly as executive vice president, chief financial officer and treasurer, Mr. Neil M. Abraham as executive vice president and chief strategy officer, Mr. Mark E. Hagan as executive vice president and chief investment officer, Ms. Michelle Bushore as executive vice president, chief legal officer, general counsel and secretary, and Mr. Sean P. Nugent as senior vice president and controller.
Treatment of VEREIT OP Common UnitsFor clarity, amounts reported in the Partnership Merger
Pursuant to the terms and subject to the conditionsGolden Parachute Compensation table are inclusive of the Merger Agreement,value of the accelerated Spirit Equity Awards and severance payments described above.
Additional amounts in respect of the Spirit performance share awards granted in 2022 and 2023 beyond the target levels that were accelerated may be earned based on actual attainment levels at the date and time the Partnership Merger becomes effective, (i) each outstanding VEREIT OP common unit owned by a partner of VEREIT OP other than VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subjectTime. See also “Security Ownership of Certain Beneficial Owners and Management of Spirit” for the amount of equity awards accelerated pursuant to the terms and conditions set forth in the Merger Agreement, will be converted into the number of newly issued shares of Realty Income common stock equal to the Exchange Ratio, (ii) each outstanding VEREIT OP Series F Preferred Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than VEREIT OP Series F Preferred Units owned by VEREIT), subject to the terms and conditions of the Merger Agreement, will be converted into the right to receive $25.00 plus all accumulated and unpaid distributions to and including the day that is set forth in the Series F Preferred Stock Redemption Notice (defined below) and (iii) each VEREIT OP Series F Preferred Unit and VEREIT OP common unit owned by VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions of the Merger Agreement, will remain outstanding as partnership interests in the surviving entity.these 280G mitigation actions.
Accounting Treatment
The MergersMerger will be accounted for as a “purchase,“business combination,” as that term is used under GAAP, for accounting and financial reporting purposes. Under purchaseacquisition accounting, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of VEREITSpirit as of the effective time of the Merger

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Effective Time will be recorded at their respective fair values and added to those of Realty Income. Any excess of purchase price over the fair values is recorded as goodwill. Costs related to the MergersMerger are expensed as incurred.
Regulatory Approvals
General
Realty Income and VEREITSpirit have each agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or to cause to be done promptly, and to assist and cooperate with each other in doing all things necessary, proper or advisable under applicable law to consummate and make effective the Mergers and the other transactions contemplated by the Merger Agreement.as soon as practicable. The following is a summary of the material regulatory approvals required for completion of the Mergers, the Separation, and the Spin-Off.Merger.
There can be no assurances that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, Realty Income’s and VEREIT’sSpirit’s ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. For more information, see “Riskthe section entitled “Risk Factors. beginning on page 26.
The parties’ respective obligations to complete the MergersMerger are conditioned, among other matters, upon (1) the absence of any temporary restraining order, preliminary or permanent injunction, other order of any court of competent jurisdiction or other legal restraint or prohibition or binding orderpreventing the consummation of any court or other governmental entity that prohibits the Mergers;Merger; (2) the absence of any action taken or statute, rule, regulation or order enacted by any governmental entity of competent jurisdiction which makes the consummation of the MergersMerger illegal; and (3) the SEC having declared effective the registration statement of which this joint proxy statement/prospectus forms a part, with no stop order in effect with respect thereto and no proceedings for such purpose pending before, or threatened by, the SEC.
Pursuant to the terms and conditions of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless Realty Income elects (in its sole discretion) to abandon the Spin-Off and waive the Spin-Off Condition. However, if this condition is not satisfied or waived by January 29, 2022, Realty

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Income will be automatically deemed to have waived this condition (and at that point, assuming all other conditions to closing have been satisfied, the parties will be obligated to close the Mergers, regardless of whether the Spin-Off is ready to be consummated). In addition, Realty Income may elect to waive this condition in its sole discretion, including if it elects to retain or sell some or all of the OfficeCo Properties.
U.S. Securities and Exchange Commission
In connection with the Realty Income Issuance Proposal, Realty Income must file a registration statement with the SEC under the Securities Act, of which this joint proxy statement/prospectus is a part, that is declared effective by the SEC. In addition, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off, unless Realty Income elects (in its sole discretion) to abandon the Spin-Off and waive the Spin-Off Condition.pending.
Exchange of Shares in the MergersMerger
AtAs of or prior to the effective time of the Merger,Effective Time, upon the terms and subject to the conditions of the Merger Agreement, Realty Income will appoint the exchange agent to handle the exchange of certificates or book-entry securities formerly representing VEREITSpirit common stock VEREIT OPand Spirit Series F Preferred Units and VEREIT Partnership Common UnitsA preferred stock (“VEREITSpirit Certificates”) for shares of Realty Income common stock, Realty Income Series A preferred stock or other mergerMerger consideration, as applicable. After the Merger is completed, upon the terms and subject to the conditions of the Merger Agreement, if a stockholder held VEREITSpirit Certificates immediately prior to the Merger Effective Time, the exchange agent will send them a letter of transmittal and instructions for exchanging their VEREITSpirit Certificates for shares of Realty Income common stock, shares of Realty Income Series A preferred stock, or other mergerMerger consideration, as applicable. Upon surrender of the certificatesSpirit Certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, a holder of one share of VEREITSpirit common stock will receive the Merger consideration of 0.7050.762 newly issued shares of Realty Income common stock, and a holder (other than VEREIT OP) of one unitshare of VEREIT OPSpirit Series F Preferred UnitsA preferred stock will receive theone newly issued share of Realty Income Series F Preferred Unit Redemption Amount.A preferred stock.
Holders of shares of VEREITSpirit common stock VEREIT OPand Spirit Series F Preferred Units and VEREIT Partnership Common UnitsA preferred stock in book-entry form immediately prior to the Merger Effective Time will not need to take any action to receive the Merger consideration of 0.7050.762 newly issued shares of Realty Income common stock, or other merger considerationone share of Realty Income Series A preferred stock, as applicable.
If you are a Realty Income stockholder, you are not required to take any action with respect to your Realty Income stock certificates. Such certificates will continue to represent shares of Realty Income common stock after the Merger.
You are not being asked to take any action with respect to the Separation or the Spin-Off at the Special Meetings and you should not place undue reliance on the consummation of the Spin-Off as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus.
Dividends
Realty Income and VEREITSpirit plan to continue their respective current dividend policies until the closing of the Merger. Realty Income and VEREITSpirit intend to pay monthly and quarterly dividends, respectively, to their respective common stockholders and holders of restricted stock awards, as applicable, in accordance with their ordinary course of business.business (provided that, in the case of Spirit, the amount of such quarterly dividends

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shall not exceed their most recently declared quarterly dividend as of the date of the Merger Agreement). Realty Income and VEREITSpirit have agreed to coordinate their regular dividends for their common stockholdersdistributions so that, if one party’s common stockholders or holders of restricted stock awards receives any dividend for a particular period prior to the closing of the Mergers,Merger, the other party’s common stockholders or holders of restricted stock awards, as applicable, will also receive a dividend for a comparable period.
Realty Income and VEREITSpirit have also agreed that one party, with notice to the other, can declare or pay the minimum dividend to their respective common stockholders that may be required in order for such party to qualify as a REIT and to avoid to the extent reasonably possible the incurrence of income or excise tax (which we refer to as a(a “REIT dividend”). If one party declares a REIT dividend, the other party can declare a dividend per share in the same amount, as adjusted by the Exchange Ratio.

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VEREITSpirit may also declare and pay dividends as required pursuant to the terms of the VEREITSpirit Series F Preferred Stock, and VEREIT OP may declare and pay distributions as requiredA preferred stock pursuant to the applicable terms of the VEREIT OP Series F Preferred Units.thereof.
Listing of Realty Income Common Stock and Realty Income Series A Preferred Stock in the MergersMerger
It is a condition to the completion of the MergersMerger that the Realty Income common stock and Realty Income Series A preferred stock issuable in the MergersMerger and the Realty Income common stock to be authorized and reserved for issuance upon exercise or settlement of options and other equity awards to purchase Realty Income common stock issued in substitution for VEREIT options and other equity awardsSpirit Equity Awards be approved for listing on the NYSE, subject to official notice of issuance.
Realty Income has agreed to use reasonable best efforts to cause the shares of Realty Income common stock and Realty Income Series A preferred stock to be issued in connection with the Merger to be approved for listing on the NYSE as promptly as practicable.
De-Listing and Deregistration of VEREITSpirit Common Stock and VEREITSpirit Series FA Preferred Stock
When the Merger is completed, the VEREITSpirit common stock and VEREITSpirit Series F Preferred StockA preferred stock currently listed on the NYSE will cease to be quoted ondelisted from the NYSE and will be deregistered under the Exchange Act.
No Appraisal or Dissenters’ Rights
Under Section 3-202(c) of the MGCL, holders of VEREITSpirit common stock and Realty Income commonSpirit Series A preferred stock do not have the right to receive the appraised value of their shares in connection with the Merger because in the caseSpirit Articles provide that stockholders are not entitled to exercise such rights unless the Spirit board of VEREIT, itsdirectors determines that such rights apply and because the Spirit common stock isand Spirit Series A preferred stock are each listed on a national securities exchange and its charter expressly excludes thisexchange. In addition, holders of Spirit Series A preferred stock do not have the right unlessto receive the VEREIT boardappraised value of directors determines otherwise, andtheir shares in the case of Realty Income, because the issuance of Realty Income common stock inconnection with the Merger isbecause such holders are not a transaction for which these rights may be had, and because its common stock is listedentitled to vote on a national securities exchange.the Merger Proposal.
 
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The Merger AgreementTHE MERGER AGREEMENT
The following section summarizes material provisions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference into this joint proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this summary or any other information contained in this joint proxy statement/prospectus. You are urged to read the Merger Agreement carefully and in its entirety before making any decisions regarding the Merger Agreement and the Merger contemplated thereby.
The summary of the Merger Agreement is included in this joint proxy statement/prospectus only to provide you with information regarding the terms and conditions of the Merger Agreement, and not to provide any other factual information about Realty Income or VEREITSpirit or their respective subsidiaries or businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this joint proxy statement/prospectus and in the documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “WhereWhere You Can Find More Information.Information.
The representations, warranties and covenants contained in the Merger Agreement and described in this joint proxy statement/prospectus were made only for purposes of the Merger Agreement and as of specific dates and may be subject to more recent developments, were made solely for the benefit of the other parties to the Merger Agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by reference to confidential disclosures, for the purposes of allocating risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors. The representations and warranties contained in the Merger Agreement do not survive the Merger Effective Time. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or conditions of Realty Income, VEREITSpirit or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Realty Income or VEREIT.Spirit.
Form of the MergersMerger
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub 2Spirit will merge with and into VEREIT OPMerger Sub with VEREIT OPMerger Sub surviving as a wholly owned indirect subsidiary of Realty Income, and, immediately followingunless Realty Income elects to modify the Partnership Merger,structure of the Merger Agreement provides foras provided by the merger of VEREIT with and into Merger Sub 1, with Merger Sub 1 surviving as a wholly owned direct subsidiary of Realty Income.section entitled “— Alternative Structure”, below.
Upon completion of the Mergers,Merger, based on the shares of Realty Income common stock and VEREITSpirit common stock outstanding as of the record date, we estimate as of September 30, 2023 that legacy holders of Realty Income common stock and the legacy holders of VEREITSpirit common stock will own approximately 70%87% and 30%13%, respectively, of the outstanding shares of Realty Income common stock following the Merger Effective Time.
Merger Consideration
In connection with the Mergers,Merger, upon the terms and subject to the conditions of the Merger Agreement, (i) each share of VEREITSpirit common stock issued and outstanding immediately prior to the Effective Time, other than any shares of Spirit common stock owned by Spirit, Realty Income, Merger Sub or any of Realty Income’s direct or indirect wholly owned subsidiaries and any shares subject to Spirit restricted stock awards will automatically be converted into 0.7050.762 newly issued shares of Realty Income common stock, subject to adjustment as provided in the Merger Agreement. Holders of shares of VEREITSpirit common stock will receive cash in lieu of fractional shares. The Exchange Ratio of 0.7050.762 is fixed and will not be adjusted to reflect stock price changes prior to the closing ofClosing.
In connection with the Merger.
Immediately prior to the Mergers, VEREIT will issue a notice of redemption (the “Series F Preferred Stock Redemption Notice”) with respect to all of the outstanding shares of VEREIT Series F Preferred Stock with a redemption date as set forth in the Series F Preferred Stock Redemption Notice, and Realty Income will

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cause funds to be deposited in escrow to pay the redemption price for each share of VEREIT Series F Preferred Stock at the liquidation preference of $25.00 plus all accrued and unpaid dividends up to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice (such amount, the “Series F Preferred Stock Redemption Amount”).
Pursuant toMerger, upon the terms and subject to the conditions of the Merger Agreement, at the Partnership Merger Effective Time, (i) each outstanding VEREIT OP common unit owned by VEREIT immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, will remain outstanding as a common unitshare of partnership interest in the surviving entity, (ii) each outstanding VEREIT OP common unit owned by a VEREIT OP Minority Partner (as defined in the Merger Agreement) that isSpirit Series A preferred stock issued and outstanding immediately prior to the Partnership Merger Effective Time subject to

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will be converted into one newly issued share of Realty Income Series A preferred stock, with the terms thereof materially unchanged. The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and other rights and restrictions of the Realty Income Series A preferred stock will be set forth in the Merger Agreement, will be converted into the number of newly issued shares of Realty Income common stock equalSeries A articles supplementary, the form of which is included as Exhibit A to the Exchange Ratio, subject to adjustment as provided in the Merger Agreement, (iii) each outstanding VEREIT OP Series F Preferred Unit thatwhich is issued and outstanding immediately priorattached to the Partnership Merger Effective Time (other than VEREIT OP Series F Preferred Units owned by VEREIT), subject to the terms and conditions of the Merger Agreement, will be converted into the right to receive $25.00, plus all accumulated and unpaid distributions to and including the redemption date that is set forth in the Series F Preferred Stock Redemption Notice (the “Series F Preferred Unit Redemption Amount”), and (iv) each VEREIT OP Series F Preferred Unit owned by VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions of the Merger Agreement, will remain outstandingthis proxy statement/prospectus as one Series F Preferred Unit of the surviving entity. The VEREIT OP Minority Partners will receive cash in lieu of fractional shares.
Annex A. For more information, see “— Exchange of Shares in the Merger.Merger.
Treatment of Outstanding VEREITSpirit Equity Awards in the Merger
VEREITSpirit Restricted Stock OptionsAwards
The Merger Agreement provides that, at the Merger Effective Time, each VEREIT Stock OptionSpirit restricted stock award that is outstanding and unexercised as of immediately prior to the Merger Effective Time, whether or not vested, will be canceled and automatically converted into a Realty Income Stock Option,the right to purchasereceive (i) a number of shares of Realty Income common stock (rounded down to the nearest whole number of shares)number) equal to the product obtained by multiplying the number of shares of VEREITSpirit common stock subject to such VEREIT Stock OptionSpirit restricted stock award by the Exchange Ratio, at an exercise price perand (ii) cash consideration in respect of the fractional share of Realty Income common stock (rounded up to which the nearest whole cent) equal to the quotient obtained by dividing the exercise price per share of VEREIT common stock of such VEREIT Stock Option by the Exchange Ratio.
Each Realty Income Stock Option will continue toholder would otherwise have and will be subject to, the same terms and conditions as applied to the corresponding VEREIT Stock Option immediately prior to the Merger Effective Time.been entitled.
VEREIT Restricted Stock UnitSpirit Performance Share Awards
The Merger Agreement provides that, at the Merger Effective Time, each outstanding VEREIT RSU AwardSpirit performance share award that is outstanding as of immediately prior to the Merger Effective Time (whether vested or unvested), will be canceled and automatically converted into a Realty Income RSU Award with respectthe right to receive (i) a number of whole shares of Realty Income common stock (rounded down to the nearest whole number of shares)number) equal to the product obtained by multiplying (A)(1) for each time-based VEREIT RSU Award, the number of shares of VEREITSpirit common stock subject to such VEREIT RSU Award as of immediatelySpirit performance share award determined based on, to the extent the Effective Time is prior to the Merger Effective Time, or (2) for each performance-based VEREIT RSU Award,end of the numberapplicable performance period, the greater of sharestarget level of VEREIT common stock subject to such performance-based VEREIT RSU Award determined based onachievement of the applicable performance goals and actual level of achievement of the applicable performance goals as of immediately prior to the Merger Effective Time, and otherwise in accordance with the applicable award agreement, by (B) the Exchange Ratio. For this purpose, the actual level of achievement of the applicable performance goals based on relative total shareholder return shall be determined prior to the Merger Effective Time by the Compensation Committeeas of the VEREITend of the applicable performance period, in each case, as determined in accordance with the terms of the applicable award agreement, in good faith by the board of directors and shall be calculatedof Spirit, by measuring the total shareholder return of each applicable peer company through the second to last trading day prior to the Merger Effective Time and, in the case of VEREIT, by computing such total shareholder return using a per share

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price of VEREIT common stock equal to the product, rounded to two decimal places, of (x) the Exchange Ratio, multiplied by (y)(ii) cash consideration in respect of the volume-weighted average trading price of Realty Income Common Stock over the five consecutive trading days ending on the second to last trading day prior to the Merger Effective Time. In addition, the Merger Agreement provides that the resulting Realty Income RSU Award will be credited with a dividend equivalent balance that is equal to the dividend equivalent balance credited on the corresponding VEREIT RSU Award as of immediately prior to the Merger Effective Time.
Each Realty Income RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding VEREIT RSU Award immediately prior to the Merger Effective Time (including dividend equivalent rights and including all time and service vesting conditions, but excluding performance-based vesting conditions).
VEREIT Deferred Stock Unit Awards
The Merger Agreement provides that, at the Merger Effective Time, each VEREIT DSU Award that is outstanding as of immediately prior to the Merger Effective Time, will become fully vested and will generally be converted into the right to receive a number of sharesfractional share of Realty Income common stock equal to which the product obtained by multiplyingholder would otherwise have been entitled, and (iii) the Exchange Ratio by the numberamount of shares underlyingany accrued and unpaid cash dividend equivalents corresponding to each such VEREIT DSU Award as of immediately prior to the Merger Effective Time (rounded down to the nearest whole number of shares, with any fractional shares paid out in accordance with the Merger Agreement), with any dividend credits with respect to such VEREIT DSU Award that have not been converted into additional units prior to the Merger Effective Time paid in cash. All VEREIT DSU Awards were fully vested at the time they were granted to VEREIT’s non-employee directors.Spirit performance share award.
Closing; Effective Time of the Merger
Unless the parties otherwise agree, upon the terms and subject to the conditions of the Merger Agreement, the closing of the Merger will take place on the date that is the second business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that, by their terms, are to be satisfied on the closing date, but subject to the satisfaction or waiver of those conditions at the time of closing of the Merger).
Unless the parties otherwise agree, pursuant to the Merger Agreement, and upon the terms and subject to the conditions of the Merger Agreement, the Merger will become effective at the date and time when the articles of merger for the Merger (the “Articles of Merger”) have been accepted for record by the State Department of AssessmentAssessments and Taxation of the State of Maryland, with such date and time specified in the Articles of Merger, or on such other date and time (not to exceed thirty (30) days from the date the Articles of Merger are accepted for record) as may be agreed to by VEREITSpirit and Realty Income and specified in the Articles of Merger (the date and time the Merger becomes effective being the “Merger Effective Time”).
Unless the parties otherwise agree, pursuant to the Merger Agreement, and upon the terms and subject to the conditions of the Merger Agreement, VEREIT and Realty Income will execute and file the certificate of merger with respect to the Partnership Merger (the “Partnership Certificate of Merger”) with the Delaware Secretary of State as soon as practicable on the closing date, and the Partnership Merger will become effective at the date and time when the Partnership Certificate of Merger has been accepted for record by the Delaware Secretary of State or on such other date and time as may be agreed to by VEREIT and Realty Income and specified in the Partnership Certificate of Merger (provided that such date and time are prior to the Merger Effective Time).
It is contemplated that after the Merger Effective Time, subject to the terms and conditions of the Merger Agreement, Realty Income and VEREIT will contribute certain of their office properties (the “OfficeCo Properties”) to a newly formed direct or indirect wholly owned subsidiary of Realty Income (“OfficeCo”), and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders as a result of the Mergers) on a pro rata basis (the “Spin-Off”). Following the consummation of the Spin-Off, Realty Income and VEREIT intend for OfficeCo to operate as a separate, publicly traded REIT. Subject to the terms and conditions of the Merger Agreement, the parties may also seek to sell some or all of the OfficeCo Properties in connection with the closing of the Merger.

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Charter and Bylaws
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions of the Merger Agreement, the Realty Income Articlescharter of IncorporationMerger Sub as in effect immediately prior to the MergersEffective Time will be the articlescharter of incorporation of Realty Incomethe surviving corporation following the Mergers (the “Realty Income Articles”).Merger until thereafter amended in accordance with applicable law.

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Pursuant to the Merger Agreement, and on the terms and subject to the conditions of the Merger Agreement, the amended and restated bylaws of Realty IncomeMerger Sub as in effect immediately prior to the MergerEffective Time will be the bylaws of Realty Incomethe surviving corporation following the Merger (the “Realtyuntil thereafter amended in accordance with applicable law.
Prior to the Effective Time, Realty Income Bylaws”).will supplement, effective no later than the Effective Time, its charter to include the Realty Income Series A articles supplementary. At the Effective Time, the charter of Realty Income, as so supplemented, will be the Realty Income Articles.
Directors Management and Governance Following the MergerManagement
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, the parties have agreed that, Realty Incomeuntil successors are duly elected or appointed and VEREIT will mutually select two members ofqualified in accordance with applicable law, the VEREIT board of directors who will be appointed to the Realty Income board of directors immediately following the Merger Effective Time.
Following the consummation of the Mergers, the Realty Income board of directors is expected to have members, with Mr. Michael D. McKee as the non-executive chairman of the Realty Income board of directors and two directors who served as directors on the VEREIT boardofficers of directorsMerger Sub immediately prior to the effective timeEffective Time will be the directors and officers of the Merger.
After the Merger Effective Time, the parties intend to maintain the office of VEREIT located in Phoenix, Arizona for at least seven (7) years from the date of the Merger Agreement.surviving corporation.
Exchange of Shares in the Merger
At or prior to the effective time of the Partnership Merger,Effective Time, upon the terms and subject to the conditions of the Merger Agreement, Realty Income will appoint the exchange agent to handle the exchange of certificates or book-entry securities formerly representing VEREITSpirit common stock VEREIT OPand Spirit Series F Preferred Units and VEREIT Partnership Common UnitsA preferred stock (“VEREITSpirit Certificates”) for shares of Realty Income common stock and Realty Income Series A preferred stock, respectively, or other mergerMerger consideration as applicable. After the Merger is completed, upon the terms and subject to the conditions of the Merger Agreement, if a stockholder held VEREITSpirit Certificates immediately prior to the Merger Effective Time, the exchange agent will send them a letter of transmittal and instructions for exchanging their VEREITSpirit Certificates for shares of Realty Income common stock or Realty Income Series A preferred stock or other mergerMerger consideration as applicable. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, a holder of one share of VEREITSpirit common stock will receive the Merger consideration of 0.7050.762 newly issued shares of Realty Income common stock, and a holder (other than VEREIT OP) of one unitshare of VEREIT OPSpirit Series F Preferred UnitsA preferred stock will receive the Merger consideration of one newly issued share of Realty Income Series F Preferred Unit Redemption Amount.A preferred stock, and will have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and other rights and restrictions as set forth in the Realty Income Series A articles supplementary.
Holders of shares of VEREITSpirit common stock VEREIT OPand Spirit Series F Preferred Units and VEREIT Partnership Common UnitsA preferred stock in book-entry form immediately prior to the Merger Effective Time will not need to take any action to receive the Merger consideration of 0.7050.762 newly issued shares of Realty Income common stock or Realty Income Series A preferred stock, respectively, or other mergerMerger consideration as applicable.
Representations and Warranties of Realty Income and VEREITSpirit
The Merger Agreement contains representations and warranties made by each of Realty Income and VEREITSpirit to each other. These representations and warranties are subject to qualifications and limitations agreed to by Realty Income and VEREITSpirit in connection with negotiating the terms of the Merger Agreement. Some of the significant representations and warranties of both VEREITSpirit and Realty Income contained in the Merger Agreement relate to, among other things:

organization, standing, corporate power and organizational documents;

capital structure;

authority relative to execution and delivery of, and performance of obligations under, the Merger Agreement and the Spin-Off;

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required consents and approvals relating to the Merger;Agreement;

the absence of conflicts with, or violations of, laws, organizational documents or other obligations or contracts as a result of the Merger and the Spin-Off;Merger;

required consents and approvals relating to the Merger;

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SEC documents, financial statements, internal controls, SEC correspondence and accounting or auditing practices;

accuracy of information supplied or to be supplied in this joint proxy statement/prospectus and the registration statement of which it forms a part, as well as the OfficeCo Form 10;part;

compliance with applicable laws;

absence of certain litigation;

tax matters, including qualification as a REIT;

absence of certain changes and non-existence of a material adverse effect, since December 31, 2022;

board approval of the Merger Agreement and the transactions contemplated thereby, including the Merger;

exemption from anti-takeover statutes;

required stockholder approval (or lack thereof);

ownership of or interest in, and condition of, certain real property;

compliance with environmental laws;

inapplicability of the Investment Company Act of 1940;

brokers’ and finders’ fees in connection with the Merger; and

absence of undisclosed material liabilities.
The Merger Agreement also contains representations and warranties of Spirit regarding:

existence and validity of certain material contracts;

benefits matters and compliance with the Employee Retirement Income Security Act of 1974 as amended (which we refer to as “ERISA”(“ERISA”);

absence of collective bargaining agreements and other labor matters;

absence of certain changesconfirmation that Spirit and non-existence of aits subsidiaries has conducted their respective businesses in the ordinary course in all material adverse effect, since December 31, 2020;

board approval of the Merger Agreement and the transactions contemplated thereby, including the Mergers and the Spin-Off and exemption from anti-takeover statutes;
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required stockholder approval;

ownership of or interest in, and condition of, certain real property;

compliance with environmental laws;respects;

ownership of or licenses to certain intellectual property;

possession of certain permits, licenses and other approvals from governmental entities;

existence of insurance policies;

inapplicabilitynon-existence of the Investment Company Act of 1940;

brokers’joint ventures or partnerships; and finders’ fees in connection with the Merger or the other transactions contemplated by the Merger Agreement;

receipt of opinions from each party’sof Spirit’s financial advisors; and

absence of undisclosed material liabilities.advisors.
The Merger Agreement also contains representations and warranties of Realty Income regarding the formation and absence of other business activities, liabilities or obligations of Merger Sub 1 and Merger Sub 2.Sub.
Definition of “Material Adverse Effect”
Many of the representations of Realty Income and VEREITSpirit are qualified by a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would have a material adverse effect). “Material adverse effect” with respect to either Realty Income or VEREIT,Spirit, for purposes of the Merger Agreement, means any event, development, change or occurrence that is materially adverse to the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, except that no event, development, change or occurrence arising out of, relating to or resulting from any of the following will constitute a material adverse effect:

changes in general business, economic or market conditions in the United States or elsewhere in the world (including changes generally in prevailing interest rates credit availability and liquidity, currency(including long-term estimates thereof),
 
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inflation, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), to the extent such changes do not have a materially disproportionate effect on the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, relative to other similarly situated companies in the commercial real estate REIT industry;

changes generally affecting the industry or industries in which Realty Income or VEREITSpirit or any of their respective subsidiaries operate or any of the markets or geographical areas in which Realty Income or VEREITSpirit or any of their respective subsidiaries operate (including changes in the creditworthiness of tenants), to the extent such changes do not have a materially disproportionate effect on the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, relative to other similarly situated companies in the commercial real estate REIT industry;

changes or proposed changes in law or the interpretation thereof or GAAP or the interpretation thereof after the date of the Merger Agreement, to the extent such changes do not have a materially disproportionate effect on the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, relative to other similarly situated companies in the commercial real estate REIT industry;

changes in political or social conditions, including civil unrest, protests, public demonstrations, acts of war, armed hostility or terrorism (including cyber-terrorism or cyber-attacks), data breaches, riots, demonstrations, public disorders, civil disobedience, government “shutdowns” ​(including any potential or actual government “shutdown” in the United States, including the “shutdown” of any agencies or bodies thereof) or any escalation or any worsening thereof (including any acts of war or sanctions imposed in connection with (i) the current dispute involving the Russian Federation and Ukraine, including relating to Belarus and (ii) the current dispute involving Israel, Hamas, Lebanon, Syria, Iran, and any other state or non-state actors involved), to the extent such changes do not have a materially disproportionate effect on the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, relative to other similarly situated companies in the commercial real estate REIT industry;

earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities, to the extent such changes do not have a materially disproportionate effect on the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, relative to other similarly situated companies in the commercial real estate REIT industry;

any epidemics, pandemics or disease outbreaks (including COVID-19) or worsening thereof and certain measures to comply with governmental guidelines or recommendations in response to COVID-19 to the extent such changes do not have a materially disproportionate effect on the financial condition, business or results of operations of Realty Income or VEREIT,Spirit, as applicable, in each case including its subsidiaries, taken as a whole, relative to other similarly situated companies in the commercial real estate REIT industry;

the negotiation, execution, announcement or existence of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement (including the Mergers and the Spin-Off)Merger), including the impact thereof on relationships, contractual or otherwise, of Realty Income or VEREITSpirit or any of their respective subsidiaries with tenants, customers, suppliers, lenders, joint venture partners, employees, regulators or regulators;other third parties;

any failure by Realty Income or VEREITSpirit to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period;

any change in the price or trading volume of shares of Realty Income common stock or VEREITSpirit common stock;

any reduction in the credit rating of Realty Income or VEREITSpirit or their respective subsidiaries; and

compliance with the terms of, or the taking of any action required by, the Merger Agreement (including the Mergers and the Spin-Off)Merger).
Notwithstanding the above, any event, development, change or occurrence that has caused or is reasonably likely to cause Realty Income or VEREIT,Spirit, as applicable, to fail to qualify as a REIT for federal tax

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purposes will be considered a material adverse effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code.

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Conduct of Business Pending the Merger
Under the Merger Agreement, between AprilOctober 29, 20212023 and the earlier of the effective time of the MergerEffective Time or the termination of the Merger Agreement, subject to certain exceptions, unless (i) expressly contemplated or permitted by the Merger Agreement, (ii) to the extent required to effect the Separation or the OfficeCo Distribution, (iii) as set forth in the parties’ confidential disclosure letters, (iv)(iii) required by applicable law or regulation, (v) consented to bythe applicable regulations or requirements of any stock exchange or regulatory organization, or (iv) with the prior written consent of the other party (which consent may not be unreasonably withheld, conditioned or delayed) or (vi) to the extent the action is reasonably taken (or omitted) in response to COVID-19 regulation and guidance provided by governmental authorities (each of (i) through (vi)(iv), the “Interim Operating Exceptions”), each of Realty Income and VEREITSpirit and their respective subsidiaries have agreed to use commercially reasonable efforts to conduct(A) carry on their businessrespective businesses in the ordinary course consistent with past practice in all material respects, to use their reasonable best efforts to(B) maintain their material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside the parties’ reasonable control excepted), to(C) preserve their respective business organizationorganizations intact, and maintain their existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and clients, totenants, (D) maintain all insurance policies in all material respects and to(E) maintain their REIT status.statuses.
In addition, between AprilOctober 29, 20212023 and the earlier of the effective time of the MergerEffective Time or the termination of the Merger Agreement in accordance with its terms, subject to the Interim Operating Exceptions, VEREIT hasSpirit and its subsidiaries have agreed that iteach such entity will not, and will cause its subsidiaries not to:not:

enter into any new material line of business or create any new “significant subsidiaries” ​(as defined insubsidiaries, other than the creation of new subsidiaries organized to conduct or continue activities otherwise permitted pursuant to the Merger Agreement);Agreement;

declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock, partnership interests, or other distributions, other thanequity interests except (i) as described herein under “—
“— Dividends”;Dividends, (ii) for payment of any accrued dividends, dividend equivalents or other distributions pursuant to VEREIT equity awards;Spirit Equity Awards, (iii) for dividends by a subsidiary of Spirit to Spirit or among an entity and its subsidiaries;a subsidiary of Spirit, (iv) for the declaration and payment by VEREITSpirit of dividends required pursuant to the terms of the VEREITSpirit Series F Preferred Stock;A preferred stock and (v) for the declaration and payment by VEREIT OPSpirit Partnership of distributions required pursuant to the terms of the VEREIT OP Series FSpirit Partnership Preferred Units;

(i) split, combine subdivide or reclassify any of VEREIT’s,Spirit’s, or its subsidiaries’, capital stock or sharesissue or authorize or propose the issuance of beneficial interest, as the case may be, or issue any other securities in respect of, in lieu of or in substitution for, such shares of its capital stock, or (ii) repurchase, redeem or otherwise acquire, or permit any subsidiary to redeem, purchase or otherwise acquire, any shares of its capital stock or otherany securities convertible into or exercisable for any shares of its capital stock, except (i) repurchases, redemptions or exchanges of VEREIT OP common units or VEREIT OP Series F Preferred Units required pursuant to the VEREIT OP Partnership Agreement, (ii) acquisitions of shares of VEREITSpirit common stock tendered by holders of, or otherwise deliverable pursuant to, VEREIT equity awards Spirit Equity Awards in order to satisfy obligations to pay the exercise price and/or (iii)tax withholding obligations with respect thereto or (B) as required by Section 4.07Article VI of the VEREIT Articles;Spirit’s Articles of Incorporation;

issue, deliver or sell, or authorize or propose anythe issuance, delivery or sale of, any shares of itsSpirit’s capital stock or that of a subsidiary of Spirit, any subsidiary, voting debt, any stock appreciation rights, stock options, restricted sharesstock or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Spirit Equity Plan or otherwise) or any securities convertible into or exercisable or exchangeable securities,for, or any rights, warrants or options to acquire, any such shares or voting debt, or enter into any agreement with respect to any of the foregoing, except for (i) issuances of shares of VEREITSpirit common stock upon the exercise or settlement of VEREIT equity awards,Spirit Equity Awards or (ii) repurchases, redemptions or exchanges of VEREIT OP common units for VEREIT common stock required by the VEREIT OP Partnership Agreement, or (iii) issuances by a subsidiary of its capital stock to its parent or to another wholly owned subsidiary of VEREIT;Spirit;

amend or propose to amend the governingorganizational documents of VEREIT or their respective subsidiaries;Spirit (except for ministerial amendments);

adoptenter into, or, except as otherwise permitted by the Merger Agreement, permit any subsidiary to enter into, a plan of consolidation, merger or reorganization with any person other than with VEREIT’sa wholly owned subsidiaries;subsidiary of Spirit;

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makeacquire, whether directly or indirectly, including by purchasing, merging or consolidating with, by purchasing a substantial equity interest in or a substantial portion of the assets of, by forming a partnership or joint venture with, or by any other manner, any real property, personal property, business or corporation, partnership, association or other business organization or division thereof other than acquisitions of businesses, entities, properties or assets, other than real property acquisitions for cash (including entering into construction, development and disbursement agreements related to) (“Acquisitions”) (i) pursuant to the terms of certain letters of intent or contracts in effect as of the ordinary coursedate of the Merger Agreement, copies of which have been provided to Realty Income prior to the date of the Merger Agreement, in each case, that would not reasonably be expected to materially delay, impede or affect the consummation of the transactions contemplated by the Merger Agreement in the manner contemplated thereby and for which the fair market valuewould not create a non de minimis Change of the total consideration paid by VEREITControl Cost and its subsidiaries in such acquisitions does not exceed, in the case of an acquisition of a retail property with a single tenant, $15 million individually, in the case of an acquisition of an industrial property with a single tenant, $25 million, in the case of an acquisition involving a sale-leaseback transaction or a portfolio transaction, $60 million (unless any individual properties contained in such

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portfolio transaction otherwise exceed any of such thresholds described above) subject to certain conditions as described in the Merger Agreement and (ii) as set forth on the confidential disclosure letter of VEREIT; provided that, such acquisitions under clauses (i) and (ii), in the aggregate, shall not exceed $350 million in any given calendar quarter, and shall not exceed $1 billion in any given calendar year (in each case, lessSpirit provides Realty Income with weekly updates of its acquisition pipeline report and reasonably consults with Realty Income regarding such Acquisition; provided, however, that the total acquisition volume for such period prior toforegoing will not prohibit (A) internal reorganizations or consolidations involving existing subsidiaries that would not delay the dateconsummation of the Merger, Agreement);or (B) the creation of new subsidiaries organized to conduct or continue activities otherwise permitted by the Merger Agreement;

sell, assign, encumber or otherwise dispose of any real property, or any of its other, material assets (including capital stock of its subsidiaries and indebtedness of others held by VEREITSpirit and its subsidiaries) other than (A)(i) internal reorganizations or consolidations involving existing subsidiaries that would not present a material risk of any material delay in the consummation of the Mergers, the SeparationMerger or the OfficeCo Distribution, (B)(ii) the dispositions set forth on thein Spirit’s confidential VEREIT disclosure letter or (C) as permitted under the Merger Agreement;letter;

incur, create or assume, refinance, replace or prepay any indebtedness (or modify any of the material terms of any outstanding indebtedness), guarantee any indebtedness of any person or issue or sell any warrants or rights to acquire any indebtedness of VEREITSpirit or any of its subsidiaries, other than (A)(i) indebtedness of any wholly owned subsidiary of VEREITSpirit to VEREITSpirit or to another wholly owned subsidiary of VEREIT, (B)Spirit, (ii) indebtedness of any subsidiary of VEREITSpirit to or among one of its wholly owned subsidiaries, (iii) as required in connection with Spirit’s borrowing of an additional $200.0 million under Spirit’s existing term loan facility and
(C) any (iv) borrowings under VEREIT’sSpirit’s existing revolving credit facility in an amount not to exceed $360 million outstanding;facility;

except as disclosed in any document VEREITSpirit filed with the SEC prior to the date of the Merger Agreement (x)since December 31, 2020, (i) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y)(ii) change its methods of accounting in effect as of December 31, 2020,2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable law, the SEC or the Financial Accounting Standards Board or any similar organization;

adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization, except for internal reorganizations or consolidations involving VEREIT’s wholly owned subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the Mergers, the Separation or the OfficeCo Distribution;reorganization;

terminate, cancel, renew or request or agree to any material amendment or material modification to, material change in, or material waiver under or assignment of, any of certain specified types of material contracts, or enter into or materially amend any contract that, if existing on April 29, 2021, would have qualified as onethe date of such types of material contracts, other than (i) as permitted pursuant to the Merger Agreement, (ii) terminations, modificationswould be considered a material contract, or renewalsenter into any contract that would create a Change of Control Cost (as defined below), or amend or modify any existing contract so as to create a Change of Control Cost other than any termination, modification or renewal in accordance with the terms of any existing material contracts which occur(other than any leases) that occurs automatically without any action on behalf of the partiesby Spirit, or any of theirits subsidiaries (iii) in connection with tenant improvements at VEREIT’s properties, but solely(provided, that, no such actions may cause a contract to include a change of control or similar provision that would require a material payment to or would give rise to any material rights (including termination rights) of the extent permitted pursuant to certain covenants pertaining to leases contained inother party or parties thereto as a result of the Merger Agreement or (iv) as may be reasonably necessary to comply with the termsconsummation of the Merger Agreement;or that would reasonably be expected to require a material payment to or would give rise to any material rights (including termination rights) of the other party or parties if a change of control of Realty Income were to occur immediately following consummation of the Merger (a “Change of Control Cost”));

waive the excess share provisionprovisions of, or otherwise grant or increase an exception to or waiver of any ownership limits set forth in, theirthe organizational documents;documents of Spirit or any of its subsidiaries for any person;

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take or fail to take any action, which would reasonably be expected to cause VEREITSpirit to fail to qualify as a REIT or cause any subsidiary of VEREITits subsidiaries to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a qualified REIT subsidiary, a taxable REIT subsidiary or a REIT under the Code;

make or commit to make any capital expenditures in excess of the 2021applicable category set forth in the capital expenditure budget as describedset forth in VEREIT’sSpirit’s confidential disclosure letter;letter (with respect to budgeted amounts for the fiscal year ended December 31, 2023, less any capital expenditures incurred by Spirit or its subsidiaries from January 1, 2023 to the date of the Merger Agreement);

take any action, or knowingly fail to take any action, which actionsaction or failure to act could reasonably be expected to prevent the Merger from qualifying as a reorganization“reorganization” under the Code;

enter into any Tax Protection Agreement (as defined in the Merger Agreement), make, change or rescind any material tax election or change a material method of tax accounting, amend any material

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tax return, settle or compromise any material federal, state, local or foreign income tax liability, audit, assessmentclaim or claimassessment for an amount materially in excess of amounts reserved therefor on the financial statements of VEREIT,Spirit, enter into any material closing agreement related to taxes, or knowingly surrender any right to claim any material tax refund, except in each case, except (i) in the ordinary course of business consistent with past practice, (ii) as required by law (iii)or (ii) provided Spirit provides notice to Realty Income before taking such action, as necessary (A) to preserve the status of VEREITSpirit as a REIT under the Code, or (iv) as necessary(B) to qualify or preserve the status of any subsidiary of VEREITSpirit as a partnership or disregarded entity for federal income tax purposes or as a qualified REIT subsidiary, a taxable REIT subsidiary or a REIT under the Code;

other than with respect to claims of or receivables owed to VEREITSpirit or its subsidiaries which arise in the ordinary course of business, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, compromisessettlements or settlementscompromises that (i) with respect to the payment of monetary damages, involve only the payment of monetary damages (excluding any amountsportion of such payment payable under an existing property-level insurance policies) eitherpolicy) (A) equal to or lesser than the amountamounts specifically reserved with respect to the most recent balance sheet of VEREITSpirit and its consolidated subsidiaries filed with the SEC prior to AprilOctober 29, 2021,2023 or (B) that do not exceed $4 million$2,000,000 individually or $10 million$5,000,000 in the aggregate, (ii) do not involve the imposition of injunctive relief against VEREITSpirit or any of its subsidiaries or, after the closing of the Merger, Realty Income and (iii) do not provide for any admission of material liability by VEREITSpirit or any of its subsidiaries;subsidiaries, excluding any matter relating to taxes;

subject to certain limited exceptions,except as required by the terms of any benefit plan as in effect on the date of the Merger Agreement, (i) materially increase the compensation, bonus or pension, welfare, severance or other benefits payable or provided to, or pay any bonus to, or grant any new cash- or equity-based awards (including Spirit Equity Awards) or long-term cash awards to, any current or former directors, employees or other service providers (except for increases in base salary or hourly wage rate to an employee below the vice president level in the ordinary course of business consistent with past practice not to exceed 3% of such employee’s base salary or hourly wage rate), (ii) grant or provide any change of control, severance or retention payments or benefits to any current or former director, employee or other service provider, (iii) establish, adopt, enter into or amend any benefit plan or any other plan, policy, program, agreement or arrangement that would be considered a benefit plan, if in effect on the date of the Merger Agreement (other than immaterial amendments that do not result in an increase in cost to the costCompany or its affiliates of maintaining such benefit plan or other plan, trust, fund, policy or arrangement that would be a benefit plan if in effect as of the date of the Merger Agreement), (iv) enter into or amend any collective bargaining agreement or similar agreement, (v) hire any new employee equal to or greaterother than employees below the Vice Presidentvice president level or whose annual total compensation opportunity exceeds $250,000, other thanhired to replace employees who terminate employment following the date of the Merger Agreement, provided that such employee’s total annual compensation opportunity does not exceed $250,000, (vi) promote or terminate the employment (other than for cause) of any employee at the vice president level of Vice President or above who has a total annual compensation opportunity in excess of $250,000 (in the case of promotion, whether before or after such promotion) or (vii) take any action to accelerate the vesting or payment, or fund or in any way secure the payment, of compensation or benefits under any benefit plan;plan or other plan, trust, fund, policy or arrangement that would be a benefit plan if in effect on the date of the Merger Agreement;

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enter into, renew, terminate, or amend, waive, release or compromise in any material respectrespects or assign any material rights or claims under or, other than as disclosed on VEREIT’s confidential disclosure letter, enter into any rent abatement or rent deferral arrangements with respect to, any VEREIT Lease (as defined in the Merger Agreement)Spirit lease (or any lease for real property that, if existing as of the date hereof,of the Merger Agreement, would be a VEREIT Lease)Spirit lease) except for (i) automatic renewals, automatic expirations or third-party terminations of Spirit leases in accordance with their terms over which Spirit does not have discretionary authority, or (ii) entering into any new lease pursuant to the terms of an existing letter of intent or renewing or modifyingcontract in any material respect any VEREIT Lease, in each case, ineffect as of the ordinary coursedate of business consistent with past practice on market terms subject to certain requirements as described in the Merger Agreement, listed on Spirit’s confidential disclosure letter, copies of which have been provided to Realty Income prior to the date of the Merger Agreement; provided that (A) no such new lease will contain any non de minimis Change of Control Costs, (B) Spirit provides Realty Income with weekly updates of its leasing activities and (C) Spirit reasonably consults with Realty Income regarding its leasing activity;

form any new funds, non-traded REITs, joint venture,ventures or other pooled investment vehicles, or similar investment structure;

amend or modify the compensation terms or any other material obligations of VEREITSpirit contained in the engagement letterletters with J.P. Morgan or Morgan Stanley in a manner adverse to VEREITSpirit or any of VEREIT’sSpirit’s subsidiaries or engage other financial advisers in connection with the transactions contemplated by the Merger Agreement; provided, however, that the foregoing shallSpirit will not restrict VEREITbe restricted from obtaining a new fairness opinion from each of J.P. Morgan or Morgan Stanley in connection with any “Superior Proposal” asSuperior Proposal (as defined in the Merger Agreement;below) or amendment thereto;

effect any deed in lieu of foreclosure, or sell, lease, assign, encumber or transfer to a lender any property securing indebtedness owed to such lender; or

agree to, or make any commitment to, take or authorize any of the foregoing actions.

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In addition, between AprilOctober 29, 20212023 and the earlier of the effective time of the MergerEffective Time or the termination of the Merger Agreement, subject to the Interim Operating Exceptions, Realty Income has agreed that it will not, and will cause its subsidiaries not to:will not:

(i) split, combine, subdivide or reclassify any of Realty Income’s, or their respective subsidiaries’,its capital stock or sharesissue or authorize or propose the issuance of beneficial interest, as the case may be, or issue any other securities in respect of, in lieu of or in substitution for, such shares;

shares of its capital stock, or (ii) repurchase, redeem or otherwise acquire or permit any subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or otherany securities convertible into or exercisable for any shares of its capital stock, exceptother than (A) repurchases, redemptions or exchanges of partnership units of Realty Income, L.P. for Realty Income common stock required pursuant to the Realty Income Partnership Agreement,Income’s partnership agreement, or (B) acquisitions of shares of Realty Income common stock tendered by holders of, or otherwise deliverable pursuant to, Realty IncomeIncome’s equity awards;awards in order to satisfy obligations to pay the exercise price and/or tax withholding obligations with respect thereto;

amend or propose to amend the governingorganizational documents of Realty Income or Merger Sub 1, Merger Sub 2(except for immaterial or their respective subsidiaries;ministerial amendments);

except as disclosed in any document Realty Income filed with the SEC prior to the date of the Merger Agreement, (x)(i) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y)(ii) change its methods of accounting in effect as of December 31, 2020,2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable law, the SEC or the Financial Accounting Standards Board or any similar organization;

adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization, except forreorganization; provided, however, that the foregoing will not prohibit internal reorganizations or consolidations involving Realty Income’s existing wholly owned subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the Mergers,transactions contemplated by the Separation or the OfficeCo Distribution;Merger Agreement;

waive the excess share provisionprovisions of, or otherwise grant or increase an exception to or waiver of any ownership limits set forth in, their organizational documents;

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take or fail to take any action which would reasonably be expected to cause Realty Income to fail to qualify as a REIT or cause any subsidiary of Realty Income to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a qualified REIT subsidiary, taxable REIT subsidiary or a REIT under the Code;REIT;

take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent the Merger from qualifying as a reorganization“reorganization” under the Code; or

agree to, or make any commitment to, take or authorize any of the foregoing actions.
Financing
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, VEREIT shallSpirit will use reasonable best efforts to, and shallwill cause its subsidiaries and each of its and its subsidiaries’ respective officers and employees to use reasonable best efforts to, provide all reasonably requested cooperation, at Realty Income’s sole expense, that is necessary in connection with (i) certain amendments to Realty Income’s existing indebtedness (including the Realty Income Credit Agreement Amendment (as defined below)), (ii) the arranging, obtaining and syndication of debt financing for OfficeCo and (iii) one or more equity or debt offerings of Realty Income, that Realty Income and its subsidiaries may pursue prior to the Merger Effective Time and (ii) the assumption, restatement or refinancing of Spirit’s term loan credit agreements by Realty Income and its subsidiaries, including, without limitation, using reasonable best efforts to take certain agreed actions that are customary in connection with the applicable financing.
The Merger Agreement also provides that from the period beginning AprilOctober 29, 20212023 and the earlier to occur of the Merger Effective Time and the date, if any, on which the Merger Agreement is terminated pursuant to its terms, Realty Income or one of its subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under that certain indenture to which VEREIT OPSpirit Partnership is party (the “VEREIT“Spirit Notes Indenture”) for cash; or (B) one or more offers to exchange any or all of the outstanding debt issued under the VEREITSpirit Notes Indenture for securities issued by the Realty Income or any of its affiliates, and (ii) solicit the consent of the holders of debt issued under the VEREIT

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Spirit Notes Indenture regarding certain proposed amendments thereto subject to the terms of the Merger Agreement; provided that the closing of any such transactions shallwill not be consummated until the Merger Effective Time. During such period, VEREIT shallSpirit will and shallwill cause its subsidiaries to, and will cause their respective representatives to, provide all cooperation reasonably requested by Realty Income to assist Realty Income in connection with any of the transactions described in this paragraph.
The Merger Agreement also provides that Realty Income shallwill, promptly, upon request by Spirit, reimburse VEREITSpirit and its subsidiaries for certain reasonable and documented costs and expenses incurred in connection with the cooperation described in the preceding two paragraphs and, subject to certain exceptions, indemnify and hold harmless VEREIT,Spirit, its subsidiaries and their respective representatives from losses suffered or incurred by them in connection with any such financing, any information utilized in connection therewith or any action taken by VEREITSpirit or any of its subsidiaries pursuant to the preceding two paragraphs, in each case, whether or not the Merger is consummated or the Merger Agreement is terminated.terminated; provided, that this indemnity will not apply with respect to any losses resulting from gross negligence or willful misconduct by Spirit or its subsidiaries or representatives or a willful breach of Spirit or any of its subsidiaries under the Merger Agreement.
The Merger Agreement also provides that, upon the request of Realty Income, VEREIT shallSpirit will use reasonable best efforts to, and cause its subsidiaries to use commercially reasonable effortsand their respective officers and employees to, facilitate the payoff and termination of its existing credit facility, and, that Realty Income and its subsidiaries will use reasonable best effortsif any loans are outstanding under either of Spirit’s term loan credit agreements immediately prior to procure adequate financing for the capitalization of OfficeCo.Closing, to obtain customary payoff letters in connection therewith.
The parties’ obligation to consummate the Merger and the transactions contemplated by the Merger Agreement are not contingent upon the completion of any financing, and any breach, other than a willful breach, by VEREITSpirit of any of the obligations described in this section shallwill not be considered in determining whether the condition that VEREIT and VEREIT OPSpirit perform in all material respects all obligations they areit is required to perform under the Merger Agreement is satisfied.
The Spin-Off
General Obligations
From and after the date of the Merger Agreement, unless the Spin-Off Condition (defined below) has been satisfied or irrevocably waived by Realty Income, each of VEREIT and Realty Income shall, and shall cause their respective subsidiaries to cooperate and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to, as promptly as practicable, consummate and make effective, on the business day following the closing of the Merger, the Spin-Off, in each case, in accordance with the terms set forth on Exhibit A of the Merger Agreement and subject to certain exceptions, including:

preparing and causing to be executed all agreements necessary to effect the Spin-Off, including a separation and distribution agreement (the “Separation and Distribution Agreement”) that will govern the rights and responsibilities of each party with respect to its relationship with the other following the Separation, including with respect to the allocation of assets and liabilities, cross-indemnification and other separation matters, as well as entering into other customary agreements to the extent appropriate to address tax matters, employee matters, transition services and other terms of the Spin-Off;

effectuating the transfer of the office properties of Realty Income and VEREIT (and their respective subsidiaries) and certain other identified assets that are listed on Realty Income’s confidential disclosure letter (which we refer to as the “OfficeCo Properties”) to OfficeCo or its subsidiaries, obtaining any consents (other than from governmental entities) and making any notifications required in connection therewith;

determining and electing or appointing the individuals who will comprise OfficeCo’s board of directors and management team following the consummation of the Spin-Off;

preparing and causing a registration statement on Form 10 to be filed by OfficeCo with respect to the Spin-Off with, and to be declared effective, by the SEC, and keeping the Form 10 effective as long as is necessary to consummate the Spin-Off; and

obtaining all requisite corporate and other approvals, authorizations and declarations, and obtaining a customary solvency opinion in connection therewith, if necessary.

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In addition, from and after the date hereof, unless the Spin-Off Condition shall have been satisfied or irrevocably waived by Realty Income, and except as expressly permitted or required by the provisions of the Merger Agreement related to the sale of the OfficeCo Properties, VEREIT shall, and shall cause its subsidiaries to, refrain from taking any action after the date of the Merger Agreement that, to VEREIT’s knowledge, would reasonably be expected to prevent the consummation of the Spin-Off on terms consistent with the terms set forth in Exhibit A of the Merger Agreement, subject to certain exceptions, by January 29, 2022.
In furtherance of (and without limiting) the foregoing obligations, the parties shall use reasonable best efforts to consult and cooperate with each other with respect to the Spin-Off, and each party shall keep the other party informed on a reasonably timely basis of the status of matters related to the Spin-Off. In the event that the parties do not agree on the terms of the Spin-Off or actions to be taken in furtherance thereof (including with respect to the terms set forth on Exhibit A of the Merger Agreement), Realty Income shall, acting in good faith and after consultation with VEREIT, have the ultimate decision-making authority.
Exhibit A of the Merger Agreement sets forth certain terms of the Spin-Off, including with respect to the separation of the OfficeCo Properties, the distribution of OfficeCo common stock to the holders of Realty Income common stock following the Mergers, the contemplated scope of the OfficeCo Properties to be contributed to OfficeCo, the reorganization plan, the financing of OfficeCo, governance matters and approvals. As further described in Exhibit A of the Merger Agreement, Realty Income, after consultation with and good faith consideration of any comments from VEREIT, has ultimate decision-making authority with respect to certain aspects of the Spin-Off, including the scope of the OfficeCo Properties, the reorganization plan, the financing of OfficeCo and the Separation and Distribution Agreement.
Permitted Sales of OfficeCo Properties
At any time prior to the Merger Effective Time, notwithstanding the nonsolicitation provisions contained in the Merger Agreement, Realty Income, its subsidiaries and their respective directors, officers, employees and other Representatives may, directly or indirectly, and in the event that Realty Income requests cooperation from VEREIT in connection therewith, VEREIT and its subsidiaries and their respective directors, officers, employees and other Representatives may, to the extent requested or approved by Realty Income, directly or indirectly (i) solicit, initiate, propose, facilitate, induce or encourage any proposals from third parties to acquire all or any portion of the OfficeCo Properties (each, an “OfficeCo Proposal”), including by furnishing to any person or its representatives any information relating to the business of OfficeCo; (ii) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any person or its representatives with respect to one or more OfficeCo Proposals; and (iii) otherwise cooperate with, assist, participate in or take any action to facilitate any OfficeCo Proposals.
Realty Income will reasonably consult with and consider in good faith any comments of VEREIT with respect to any OfficeCo Proposal, and shall keep VEREIT informed on a reasonably timely basis of the status of matters related thereto. In addition, upon written request from Realty Income, VEREIT shall, and shall cause its subsidiaries to, use reasonable best efforts to cooperate with Realty Income and its subsidiaries in connection with any such permitted sale activities, including by participating in the strategy with respect to the marketing and sale of any such OfficeCo Properties, and affording to any person or its representatives reasonable access to the business, properties, assets, books, records or other non-public information regarding the OfficeCo Properties, subject to any such person and/or its representatives entering into a customary non-disclosure agreement with VEREIT.
At any time prior to the Merger Effective Time, Realty Income and its subsidiaries may negotiate and, acting in good faith and after consultation with VEREIT, enter into one or more binding agreements with third party purchasers providing for the sale of all or any portion of the OfficeCo Properties on such terms as determined by Realty Income (each, including any ancillary documentation related thereto, an “OfficeCo Sale Agreement”), and consummate the transactions contemplated thereby, and, the parties agree to cooperate and use reasonable best efforts to facilitate the entry into such OfficeCo Sale Agreements and the consummation of the transactions contemplated thereby, provided, however, that, with respect to each OfficeCo Sale Agreement, if such sale relates to OfficeCo Properties owned by VEREIT or its subsidiaries,

either (1) such sale is conditioned upon the closing of the Merger, or (2) Realty Income indemnifies VEREIT in accordance with the terms of the Merger Agreement;

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such sale (1) shall not occur prior to the Partnership Merger Effective Time and (2) shall not occur prior to the Merger Effective Time if such sale would reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal tax purposes; and

such OfficeCo Sale Agreement (1) does not obligate VEREIT or its subsidiaries to pay any material consent, termination or other similar fee that is payable prior to the closing of the Merger (unless Realty Income agrees to reimburse VEREIT or its subsidiaries for such fees and such reimbursement would not reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal tax purposes), (2) may be terminated by VEREIT or its subsidiaries, or shall be automatically terminated, in each case, if the Merger Agreement is terminated, and (3) does not create any material obligations, commitments or liabilities for VEREIT or its subsidiaries that would survive the termination of such OfficeCo Sale Agreement or the Merger Agreement (an OfficeCo Sale Agreement that satisfies the foregoing requirements, a “Qualifying OfficeCo Sale Agreement”).
Upon written request from Realty Income, VEREIT shall, and shall cause its subsidiaries and representatives to, use reasonable best efforts to cooperate and facilitate such sale or sales, including affording to any person or its representatives reasonable access to the business, properties, assets, books, records or other information regarding any applicable OfficeCo Properties owned by VEREIT or its subsidiaries, subject to any such person and/or its representatives entering into a customary non-disclosure agreement with VEREIT.
With respect to any sale of OfficeCo Properties owned by VEREIT or its subsidiaries otherwise made in accordance with the applicable terms of the Merger Agreement, Realty Income may make an irrevocable election (the “OfficeCo Sale Election”), by written notice to VEREIT (the “OfficeCo Sale Notice”), to require that VEREIT or its subsidiaries, as applicable, enter into one or more Qualifying OfficeCo Sale Agreements on such terms as determined by Realty Income and, subject to the terms and conditions thereof and any applicable third-party consent or other rights, to sell, immediately prior to the Merger Effective Time, all or any portion of the OfficeCo Properties owned by VEREIT or its subsidiaries (an “OfficeCo Sale”), in each case, as specified by Realty Income in the OfficeCo Sale Notice; provided, however, that no such sale shall occur (A) prior to the Partnership Merger Effective Time or (B) prior to the Merger Effective Time if such sale would reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal tax purposes.
In the event that Realty Income has made a valid OfficeCo Sale Election, (i) VEREIT and its subsidiaries shall sign such Qualifying OfficeCo Sale Agreement(s) and use reasonable best efforts to cooperate with Realty Income to consummate such OfficeCo Sale(s) immediately prior to the Merger Effective Time in accordance with the terms of the applicable Qualifying OfficeCo Sale Agreement(s), and (ii) if the Merger does not close, Realty Income shall indemnify, defend, protect and hold harmless VEREIT and its subsidiaries (and regardless of whether the Merger closes any persons who are officers or directors thereof) for any losses arising out of any OfficeCo Sale(s) contemplated by the OfficeCo Sale Election, including, without limitation, in connection with any agreements, documents or other instruments required to be delivered by VEREIT and its subsidiaries with respect to such sale(s) (other than such losses arising from the gross negligence, willful misconduct or bad faith of VEREIT, its subsidiaries or any persons who are officers or directors thereof).
Limitations on Obligations
Notwithstanding anything to the contrary under the provisions of the Merger Agreement governing the Spin-Off, none of VEREIT, Realty Income or their respective subsidiaries (or any persons who are employees, officers or directors thereof) shall be required to (i) take any action (or refrain from taking action) that would cause any representation, warranty or covenant in the Merger Agreement to be materially breached by any party (unless such breach is expressly waived by the other party) or to result in any violation or breach of any law by the parties or their subsidiaries, (ii) make, or commit or agree to make, any material concession or material payment to, or incur any material obligations to, any third party unless (A) such concession, payment or obligation is contingent upon consummation of the Merger (or the requirements of the permitted sales of OfficeCo Properties are satisfied with respect thereto) or, in the case of any material obligations, terminable upon the termination of the Merger Agreement, or (B) VEREIT and Realty Income mutually consent to such concession, payment or obligation (not to be unreasonably withheld, conditioned or delayed), (iii) require Realty Income, VEREIT or any of their respective subsidiaries to be an issuer or other obligor with respect to

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any financing of OfficeCo or to repay or defease any mortgages or other indebtedness unless such obligations are contingent upon consummation of the Merger or (iv) take any action (or refrain from taking any action) that could reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal income tax purposes.
Spin-Off Consent Fees and Expenses
Each of Realty Income, VEREIT and their respective subsidiaries shall reasonably consult with each other with respect to (i) all expenses, costs or consent fees to be incurred in connection with the Spin-Off or the sales of OfficeCo Properties contemplated by the Merger Agreement and (ii) all consent fees incurred by VEREIT, Realty Income and their respective subsidiaries in connection with obtaining any consents required for the Spin-Off or the sales of OfficeCo Properties contemplated by the Merger Agreement shall be shared equally by VEREIT and Realty Income. The parties will reasonably cooperate to minimize any adverse tax consequences as a result of the reimbursement by VEREIT or Realty Income of any expenses, costs or consent fees pursuant to this allocation.
Abandonment of the Spin-Off by Realty Income
In the event that Realty Income has made a final determination to abandon its pursuit of the Separation and the OfficeCo Distribution, it shall promptly notify VEREIT in writing, and upon delivery of such notice, Realty Income will be deemed to have irrevocably waived the Spin-Off Condition.
Employee Matters
Compensation and Benefits Continuation
For a period of one year following the Merger Effective Time (or, if earlier, the date of the applicable employee’s termination of employment), Realty Income will provide, or will cause to be provided, to each employee of VEREIT

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Spirit and its subsidiaries immediately prior to the Merger Effective Time (which we refer to as the “VEREIT Continuing Employees”), for so long as such VEREIT Continuing Employeewho continues employment with Realty Income or its subsidiaries following the Merger Effective Time (the “Spirit Continuing Employees”), (i) at least the base compensation that is no less favorable than that provided to such VEREITSpirit Continuing Employee immediately prior to the Merger Effective Time;Time and (ii) an annual bonus opportunity that is no less favorable than is provided to a similarly situated employee of Realty Income or its subsidiaries; (iii) long-term incentive award opportunities, whether cash or equity, that are no less favorable than are provided to a similarly situated employee of Realty Income or its subsidiaries; (iv) severance benefits set forth on VEREIT’s confidential disclosure letter;health and (v) other employeewelfare benefits (excluding for this purpose, the compensation contemplated by the foregoing clauses (i)-(iv) above and defined benefit pension plans, post-retirement medical and welfare plans, equity and equity-based incentives, severance, retention, change in control orand similar plans, policies or agreements)and agreement) that are substantially comparable in the aggregate to those provided to a similarly situated employee of Realty Income or its subsidiaries. For purposes of clause (v), the employee benefits generally provided to employees of VEREIT and its subsidiaries as of immediately prior to the Merger Effective Time will be deemed to be substantially comparable in the aggregate to those provided toeither a similarly situated employee of Realty Income or its subsidiaries or to such Continuing Employee immediately prior to the Effective Time, as elected by Realty Income, and the VEREITSpirit Continuing Employees may commence participation in the benefit plans maintained by Realty Income and its subsidiaries at such times as are determined by Realty Income.
For purposes of any benefit plans maintained by Realty Income and its subsidiaries that will provide benefits to any VEREITSpirit Continuing Employees after the Merger Effective Time, Realty Income will, or will cause its applicable subsidiary to, (i) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the VEREITSpirit Continuing Employees and their eligible dependents, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous VEREITSpirit benefit plan; (ii) use commercially reasonable efforts to provide each VEREITSpirit Continuing Employee and his or her eligible dependents with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding VEREITSpirit benefit plan ending on the date such VEREITSpirit Continuing Employee’s participation in the Realty Income benefit plan begins (to the same extent that such credit was given under the analogous VEREITSpirit benefit plan prior to the date that the VEREITSpirit Continuing Employee

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first participates in the Realty Income benefit plan) in satisfying any applicable deductible or out-of-pocket requirements; and (iii) recognize all service of the VEREITSpirit Continuing Employees with VEREITSpirit and its subsidiaries (and any predecessors or affiliates thereof) for all purposes to the same extent such service was taken into account under the analogous VEREITSpirit benefit plan prior to the date that the VEREITSpirit Continuing Employee first participates in the Realty Income benefit plan. For purposes of clause (iii), such recognition of service will not apply to (x) the extent it would result in the duplication of benefits or (y) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Realty Income benefit plan under which similarly situated employees of Realty Income and its subsidiaries do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.
If the parties agree not less than ten business days before the Merger Effective Time, VEREITSpirit will terminate any VEREITSpirit employee benefit plans that are tax-qualified defined contribution plans, effective as of the day prior to the Merger Effective Time. If any such VEREITSpirit plan is terminated prior to the Merger Effective Time, Realty Income will cause the Continuing Employees who participated in such VEREITSpirit plan as of the day prior to the Merger Effective Time to be eligible to participate in a tax-qualified defined contribution plan of Realty Income as of the Merger Effective Time and will requireuse commercially reasonable efforts to cause such plan to accept eligible rollover distributions, from such participants who are then actively employed by Realty Income or its subsidiaries and who so elect.
TreatmentFrom and after the date of Annual Bonuses
If the Merger Agreement until the Effective Time, occurs priorany written communications to employee of Spirit regarding the date on which annual bonuses with respect to VEREIT’s 2021 fiscal year are paid to employees of VEREITterms and its subsidiaries, then Realty Income will pay to each VEREIT employee who is eligible to receive an annual cash bonus from VEREIT or a subsidiary thereof as of immediately prior to the Merger Effective Time under VEREIT’s annual bonus program, either (a) a 2021 annual bonus in an amount equal to 100% of such VEREIT employee’s target 2021 annual bonus amount if such VEREIT employee remains actively employed by VEREIT, Realty Income or anyconditions of their respective subsidiaries through December 31, 2021 or (b) if such VEREIT employee’s employment is terminated without “cause”(including compensation and benefits) following the Closing shall be subject to prior review and approval by Realty Income and its outside counsel (such approval not to be unreasonably withheld, conditioned or any of its subsidiaries on or after the Merger Effective Time and prior to December 31, 2021, a prorated 2021 annual bonus equal to the product of (x) the amount equal to 100% of such VEREIT employee’s target 2021 annual bonus amount, multiplied by (y) a fraction, the numerator of which is the number of days during 2021 that the VEREIT employee was employed by VEREIT, Realty Income or any of their respective subsidiaries and the denominator of which is 365 (provided that such prorated 2021 annual bonus shall not be payable to any VEREIT employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT employee’s employment agreement with VEREIT or otherwise).
If the Merger Effective Time occurs on or after January 1, 2022, then Realty Income will pay to each VEREIT employee who is eligible to receive an annual cash bonus from VEREIT or a subsidiary thereof as of immediately prior to the Merger Effective Time under the VEREIT annual bonus program, whose employment is terminated without “cause” by Realty Income or any of its subsidiaries on or within 90 days following the Merger Effective Time, a prorated 2022 annual bonus, payable within 30 days following termination of employment, equal to the product of (x) the amount equal to 100% of such VEREIT employee’s target 2022 annual bonus amount (or target 2021 annual bonus amount if the 2022 annual bonus target has not yet been set) under the VEREIT annual bonus program, multiplied by (y) a fraction, the numerator of which is the number of days during 2022 that the VEREIT employee was employed by VEREIT, Realty Income or any of their respective subsidiaries and the denominator of which is 365, provided that such prorated 2022 annual bonus will not be payable to any VEREIT employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT employee’s employment agreement with VEREIT or otherwise)delayed).
Dividends
The Merger Agreement provides that between AprilOctober 29, 20212023 and the earlier of the Merger Effective Time and the termination of the Merger Agreement, none ofneither Realty Income VEREIT or VEREIT OPnor Spirit may make, declare or set aside for payment of any dividend or other distribution to its respective stockholders or unitholders without the prior written consent of Realty Income (in the case of distributions by VEREITSpirit) or

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VEREIT OP) or VEREIT Spirit (in the case of distributions by Realty Income), except that such written consent will not be required for the authorization and payment of quarterly cash distributions by VEREIT and the declaration and payment of regular quarterly cash distributions by VEREIT OPSpirit or monthly (in the case of Realty Income) cash dividends in accordance with past practice at a rate not in excess of the regular cash dividend most recently declared prior to the date of the Merger Agreement with respect to each of the shares of VEREITSpirit common stock, shares of VEREIT Series F Preferred Stock, VEREIT OP Series F Preferred Units, VEREIT Partnership Common Units and shares of Realty Income common stock, respectively, subject to customary increases in accordance with past practices.practices, shares of Spirit Series A preferred stock and shares of Realty Income common stock, respectively.

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Realty Income and VEREITSpirit have agreed to coordinate their regular dividends for their common stockholders so that, if one party’s common stockholders receives any dividend for a particular period prior to the closing of the Mergers,Merger, the other party’s common stockholders will also receive a dividend for a comparable period. Realty Income and VEREITSpirit have also agreed that one party, with notice to the other, can declare or pay the minimum dividend that may be required in order for such party to qualify as a REIT and to avoid to the extent reasonably possible the incurrence of income or excise tax.tax, with the record date and payment date to be the close of business on the last business day prior to the date of Closing. If one party declares a REIT dividend, the other party can declare a dividend per share in the same amount, as adjusted by the Exchange Ratio.
VEREITSpirit may also declare and pay dividends as required pursuant to the terms of the VEREITSpirit Series F Preferred Stock, and VEREIT OP may declare and pay distributions as required pursuant to the terms of the VEREIT OP Series F Preferred Units.A preferred stock.
Other Covenants and Agreements
The Merger Agreement contains certain other covenants and agreements, including covenants related to:

cooperation between Realty Income and VEREITSpirit in the preparation of this joint proxy statement/prospectus;

each party’sSpirit’s agreement to (i) afford the representatives of the other partyRealty Income access to itsSpirit’s books, contracts and records during normal business hours and (ii) provide the other party,Realty Income, upon reasonable request, with copies of certain information;

each party’s agreement to maintain the confidentiality of certain nonpublic information provided by the other party;

each party’s agreement to use its reasonable best efforts to take all actions reasonably appropriate to consummate the Merger and the other transactions contemplated by the Merger Agreement, including the Separation, the OfficeCo Distribution and the other transactions contemplated thereby;Merger;

each party’s agreement to use its reasonable best efforts to cooperate to obtain all governmental consents, clearances, approvals, waiting period expirations or terminations, permits or authorizations required to complete the Mergers, Separation, OfficeCo Distribution and the other transactions contemplated by the Merger Agreement;Merger;

each party’s agreement to (i) cooperate in all respects in connection with any investigation or other inquiry;inquiry, including any proceeding initiated by a private party; (ii) promptly notify the other party of any communication concerning the Merger Agreement or the transactions contemplated thereby from or with any governmental entity;entity and consider in good faith the view of the other party and keep the other party reasonably informed of the status of matters related to the transactions contemplated by the Merger Agreement, including furnishing the other with any written notices or other communications received by or given to any governmental entity and of any communications received or given in connection with any proceeding by a private party; (iii) permit the other party to review and comment on drafts of any proposed communication to any governmentgovernmental entity; (iv) consult with the other party in advance of any meeting with any governmental entity or in connection with a proceeding by a private party; and (v) use reasonable best efforts to resolve objections, and avoidas may be asserted under any laws, including defending any lawsuits or eliminate impediments toother legal proceedings, challenging the closingMerger Agreement or the consummation of the Mergers;transactions contemplated thereby;

Realty Income’s agreement to use its reasonable best efforts to cause the shares of Realty Income common stock to be issued in, or reserved for issuance in connection with, the MergersMerger and the shares of Realty Income Series A preferred stock to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the consummation of the Mergers;Merger;

cooperation betweenConsultation of Spirit by Realty Income and VEREIT in connection with the development of a joint communications plan and in connection with press releases and other public statements with respect to the Merger and the Spin-Off;Merger;

Spirit’s agreement to not issue any press release or any other public statement or disclosure regarding Realty Income, Realty Income’s business financial condition or results of operations without Realty Income’s consent; and
 
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the use by Realty Income and VEREITSpirit of reasonable best efforts to cause the Merger to qualify as a reorganization“reorganization” under the Code.
Conditions to Completion of the Merger
The obligations of Realty Income and VEREITSpirit to complete the Merger are subject to certain conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

approval by VEREIT’sSpirit’s stockholders of the VEREIT Merger Proposal;

approval by Realty Income’s stockholders of the Realty Income Issuance Proposal;

the effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, to be filed with the SEC by Realty Income in connection with the transactions contemplated by the Merger Agreement;Agreement (and the absence of any stop order or proceedings seeking a stop order with respect to such registration statement);

approval for listing on the NYSE of the shares of Realty Income common stock to be issued in the Mergers or reserved for issuance in connection therewith;Merger;

the absence of any temporary restraining order, preliminary or permanent injunction or other legal restraint, prohibition or binding order ofissued by any court or other governmental entitylegal restraint or prohibition that prohibits the Mergers;Merger; and

the absence of any action taken or statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger by any governmental entity which makes the consummation of the MergersMerger illegal.
In addition, the obligation of VEREITSpirit to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:

the representations and warranties of Realty Income set forth in the Merger Agreement with respect to its organization, standing and power, capital structure (other than representations with respect to share count), authority, board approval, required vote, status as an investment company, brokers and finders and opinion of Realty Income’s financial advisor being true and correct in all material respects as of AprilOctober 29, 20212023 and the closingClosing Date (except to the extent made as of an earlier date, in which case as of such earlier date);

the representations and warranties of Realty Income set forth in the Merger Agreement with respect to its share count will be true and correct in all but de minimis respects as of October 29, 2023;

the representations and warranties of Realty Income set forth in the Merger Agreement with respect to the absence of a continuing material adverse effect on Realty Income will be true and correct in all respects as of October 29, 2023 and the Closing Date (except to the extent made as of an earlier date, in which case as of such earlier date);

the representations and warranties of Realty Income set forth in the Merger Agreement with respect to its share count shall be true and correct in all but de minimis respects as of April 29, 2021;

the representations and warranties of Realty Income set forth in the Merger Agreement with respect to all other matters being true and correct as of AprilOctober 29, 20212023 and the closing dateClosing Date (except to the extent made as of an earlier date, in which case as of such earlier date), except for the failure to be true and correct (without giving effect to any limitations as to materiality or a material adverse effect) as has not had, and would not reasonably be expected to have, a material adverse effect;

each of Realty Income Merger Sub 1 and Merger Sub 2 having performed, in all material respects, all obligations required to be performed by them under the Merger Agreement at or prior to the closing date;Closing Date;

the absence of any event, development, change or occurrence that has had or reasonably be expected to have had, individually or in the aggregate, a material adverse effect on Realty Income that is continuing, since October 29, 2023;

the receipt of an officers’ certificate signed by the chief executive officer and chief financial officer of Realty Income, certifying that the foursix immediately preceding conditions have been satisfied;

the receipt of an opinion of Wachtell, Lipton, Rosen & Katz (or another nationally recognized tax counsel reasonably acceptable to Realty Income and Spirit) to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

the receipt of an opinion from Latham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to Realty Income and Spirit) that, commencing with Realty Income’s

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taxable year ended December 31, 1994,2016, Realty Income has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code.
Code and its proposed method of operation will enable Realty Income to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the Effective Time and future taxable years.
The obligation of Realty Income to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:

the representations and warranties of VEREITSpirit set forth in the Merger Agreement with respect to its organization, standing and power, capital structure (other than representations with respect to share

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count), authority, board approval, required vote, status as an investment company, brokers and finders and opinion of VEREIT’sSpirit’s financial advisor being true and correct in all material respects as of AprilOctober 29, 20212023 and the closing dateClosing Date (except to the extent made as of an earlier date, in which case as of such earlier date);

the representations and warranties of VEREITSpirit set forth in the Merger Agreement with respect to its share count being true and correct in all but de minimis respects as of AprilOctober 29, 2021;2023;

the representations and warranties of VEREITSpirit set forth in the Merger Agreement with respect to the absence of a continuing material adverse effect on Spirit were true and correct in all respects as of October 29, 2023;

the representations and warranties of Spirit set forth in the Merger Agreement with respect to all other matters being true and correct as of AprilOctober 29, 20212023 and the closing dateClosing Date (except to the extent made as of an earlier date, in which case as of such earlier date), except for the failure to be true and correct (without giving effect to any limitations as to materiality or a material adverse effect) as has not had, and would not reasonably be expected to have, a material adverse effect;

each of VEREIT and VEREIT OPSpirit having performed, in all material respects, all obligations required to be performed by themit under the Merger Agreement at or prior to the closing date;Closing Date;

the absence of any event, development, change or occurrence that has had or reasonably be expected to have had, individually or in the aggregate, a material adverse effect on Spirit that is continuing, since October 29, 2023;

the receipt of an officers’ certificate signed by the chief executive officer and chief financial officer of VEREIT,Spirit, certifying that the foursix immediately preceding conditions have been satisfied;

the receipt of an opinion of Latham & Watkins LLP (or another nationally recognized tax counsel reasonably acceptable to Realty Income and Spirit) to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

the receipt of an opinion from Goodwin ProcterLatham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to Realty Income and Spirit) that, commencing with VEREIT’sSpirit’s taxable year ended December 31, 20112016 and through the effective time of the Merger, VEREITEffective Time, Spirit has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code.
Additionally, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off. However, if this condition is not satisfied or waived by January 29, 2022, Realty Income will be automatically deemed to have waived this condition (and at that point, assuming all other conditions to closing have been satisfied, the parties will be obligated to close the Mergers, regardless of whether the Spin-Off is ready to be consummated).
No Solicitation
Realty IncomeSpirit has agreed that neither it nor any of its subsidiaries, nor any of its or their respective officers and VEREIT have agreeddirectors, will, and Spirit will instruct and use its reasonable best efforts to cause its and its subsidiaries’ representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or enter into an agreement regardingfacilitate any inquiries or the making of an Acquisition Proposal (as defined in the Merger Agreement), and, subject(ii) participate in any discussions with or provide any confidential information or data to certain exceptions, are not permittedany person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, (iii) approve or execute or enter into discussionsany letter of intent, agreement in principle, merger agreement, asset purchase or negotiations concerning,share exchange agreement, option agreement or provide non-public informationother similar agreement related to a third party in connection with, any Acquisition Proposal.Proposal or (iv) propose or agree to do any of the foregoing. However, prior to obtaining theits stockholder approval, VEREIT or Realty Incomethe Spirit board of directors may engage in discussions or negotiations and provide non-public information or data to a third

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party which has made an unsolicited written bona fide written Acquisition Proposal to Spirit and which the Spirit board of directors concludes in good faith, after consultation with respectoutside legal counsel and financial advisors, that such Acquisition Proposal constitutes or is reasonably likely to such partyresult in a Superior Proposal (as defined in the Merger Agreement), if and if such party’sonly to the extent that the Spirit board of directors determines in good faith, after consultation with outside legal counsel that such Acquisition Proposal is reasonably likely to result in a Superior Proposal or if the failure to do so would reasonably be expected to lead to a breach of itstheir duties to VEREIT or Realty Income, as applicable.Spirit.
For purposes of the Merger Agreement, an “Acquisition Proposal” means any inquiry, proposal indication of interest or offer with respectfrom any person or group relating to or a transaction to effect, (i) a merger, reorganization, share sale,consolidation, share exchange asset sale, consolidation,or similar business combination recapitalization, liquidation, dissolution or similar transaction involving Realty IncomeSpirit or VEREIT,any of its subsidiaries that would result in any person beneficially owning more than 20% of the outstanding voting securities of Spirit, any successor thereto or parent company thereof, (ii) any purchasesale, lease, exchange or license, transfer or other disposition, directly or indirectly (including by way of merger, consolidation, recapitalization, sale of 20%equity interests, share exchange, joint venture or moreany similar transaction), of the consolidatedany of Spirit’s or its subsidiaries’ assets (including stock or other ownership interests) of Realty Income or VEREIT, in each case taken as a whole with eachinterests of its subsidiaries) representing more than 20% of the consolidated assets of Spirit and its subsidiaries or(as determined on a fair market value basis), (iii) any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange, joint venture or any similar transaction) securities (or options, rights or warrants to purchase, or salesecurities convertible into, such securities) representing more than 20% of the outstanding voting securities of Spirit or any successor thereto or parent company thereof or (iv) any tender offer or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders or other equity interest holdersacquiring beneficial ownership, of such person) beneficially owning securities representingmore than 20% or more of the totaloutstanding voting powersecurities of either Realty Income or VEREIT (or of the surviving parent entity in such transaction) (in each case other than (x) any OfficeCo Proposals or (y) any proposal or offer made by one party to the Merger AgreementSpirit or any of its subsidiaries to another such party)successor thereto or parent company thereof (other than the Merger).
Additionally, for purposes of the Merger Agreement, a “Superior Proposal” for Realty Income or VEREIT means a bona fide written Acquisition Proposal that the VEREITSpirit board of directors or Realty

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Income board of directors, respectively, concludes in good faith, after consultation with its financial advisors and outside legal counsel, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions, conditions to consummation and certainty and speed of closing)Closing), (i) is more favorable to the stockholders of VEREIT or Realty Income, respectively,Spirit than the transactions contemplated by the Merger Agreement, and (ii) is reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shallwill have the meaning as assigned above, except that the reference to “20% or more” in the definition of “Acquisition Proposal” shallwill be deemed to be a reference to “75% or more..
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, each partySpirit has agreed to notify the other partyRealty Income within 24 hours after receipt of an Acquisition Proposal, any request for nonpublic information or data relating to the partySpirit or its subsidiaries from any person that informs the partySpirit or its subsidiaries that it is considering making or has made an Acquisition Proposal, or any inquiry from any person seeking to discuss or negotiate a possible Acquisition Proposal, or if either partySpirit enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any person in connection with an Acquisition Proposal. Each partySpirit has agreed to keep the other partyRealty Income reasonably informed of the status and terms of any such proposals, offers, discussions or negotiations. Each partynegotiations on a reasonably current basis, including by providing a copy of all material documentation or written correspondence relating thereto. Spirit may contact a person submitting an Acquisition Proposal to clarify and understand the terms of the Acquisition Proposal, so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal.
Spirit Stockholder Vote
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, Realty IncomeSpirit has agreed to take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the effective date of the registration statement of which this joint proxy statement/prospectus forms a part for the purpose of obtaining Realty IncomeSpirit’s stockholder approval of the Realty Income IssuanceMerger Proposal. Unless a permitted change in recommendation has occurred as described below, the Realty IncomeSpirit board of directors has agreed to use its reasonable best efforts to obtain such stockholder approval, which includes issuing a recommendation to its stockholders to approve the Realty Income IssuanceMerger Proposal.
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Spirit has further agreed that unless the Merger Agreement uponis terminated pursuant to the terms and subject to the conditions of the Merger Agreement, VEREIT has agreedSpirit’s obligations to take all lawful actionhold its stockholder meeting will not be affected by the commencement, public proposal, public disclosure or communication to call, give noticeSpirit of convene and hold a meeting of its stockholders as promptly as practicable following the effective date of the registration statement of which this joint proxy statement/prospectus forms a part for the purpose of obtaining VEREIT stockholder approval of the VEREIT Merger Proposal. Unlessany Acquisition Proposal or by a permitted change in recommendation has occurred as described below, the VEREIT board of directors has agreed to use its reasonable best efforts to obtain such stockholder approval, which includes issuing a recommendation to its stockholders to approve the VEREIT Merger Proposal.recommendation.
Each party has agreed to use its reasonable best efforts to cause the Realty Income special meeting and the VEREIT special meeting to be held on the same date.
Permitted Change in Recommendation
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, each of the Realty IncomeSpirit board of directors and committees of the VEREITSpirit board of directors have agreed they will not and will not publicly propose to,(i) withhold, withdraw, modify or qualify in any manner adverse to the other party, or propose publicly to do so, its approval, recommendation or declaration of advisability with respect to the Merger Agreement or the transactions contemplated thereby (which(the “Spirit Board Recommendation”), (ii) fail to include the Spirit Board Recommendation in this proxy statement/prospectus, (iii) make or publicly propose to make any recommendation in connection with a tender offer or exchange offer commenced by a third party other than a recommendation against such offer or a customary “stop, look and listen” communication or (iv) in the event an Acquisition Proposal has been publicly announced or publicly disclosed, fail to publicly reaffirm the Spirit Board Recommendation within five business days of Realty Income’s request that Spirit do so (any of the foregoing clauses (i), (ii), (iii) or this clause (iv), we refer to as a “change in recommendation”). Nevertheless, the Realty Income board of directors or the VEREITSpirit board of directors may make a change in recommendation in the following circumstances:

if the Spirit board of directors has concluded in good faith after consultation with outside legal counsel and financial advisors that an unsolicited bona fide written Acquisition Proposal that it has received from

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a third party and has not been withdrawn and which did not result from any material violation of theSpirit’s nonsolicitation covenant constitutes a Superior Proposal, and that the failure to make such change in recommendation would reasonably be expected to result in a breach of its duties to the stockholders of Realty IncomeSpirit; or VEREIT, as applicable; or

if a material development or material change in circumstances, which does not relate to an Acquisition Proposal and was neither known to nor reasonably foreseeable by the board of directors as of AprilOctober 29, 20212023 (subject to certain exceptions as described in the Merger Agreement), has occurred on or after such date, and the Spirit board of directors has reasonably determined in good faith after consultation with outside legal counsel that the failure to make such a change in recommendation would reasonably be expected to result in a breach of its duties to the stockholders of Realty Income or VEREIT, as applicable.Spirit’s stockholders.
Prior to making any change in recommendation, upon the terms and subject to the conditions of the Merger Agreement, the Realty IncomeSpirit board of directors or the VEREIT board of directors, as applicable, must give four business days’ notice of its intention to do so to the other party,Realty Income, which notice must contain certain information relating to the AcquisitionSuperior Proposal, development or change in circumstances leading to the proposed change in recommendation, and must engage in good faith discussions with the other partyRealty Income regarding any adjustments or modifications to the terms of the Merger Agreement proposed by such party.Spirit. Following such four business day period and prior to making any change in recommendation, the party proposing to make a change in recommendationSpirit must again reasonably determine in good faith (after consultation with outside legal counsel, and taking into account any adjustment or modification of the terms of the Merger Agreement proposed by the other party) that failure to do so would reasonably be expected to result in a breach of its duties to Realty Income stockholders or VEREIT stockholders, as applicable.Spirit stockholders.
In addition, subject to compliance with the foregoing terms, VEREITSpirit may terminate the Merger Agreement in order to enter into an acquisition agreement with respect to a Superior Proposal.
Fees and Expenses
Other than as provided below, or in connection with the Spin-Off as set forth in the Merger Agreement, all feescosts and expenses incurred in connection with the MergersMerger and the transactions contemplated by the Merger Agreement will be paid by the party incurring those expenses, whether or not the Mergers areMerger is completed; providedexcept that (i) if the Mergers areMerger is completed, Realty Incomethe surviving corporation will pay all property or transfer taxes imposed on either party in connection with the MergersMerger and (ii) each party will share equally the expenses incurred in connection with filing, printing and mailing this joint proxy statement/prospectus and all required filings in connection with antitrust or merger control matters related to the Spin-Off, includingtransactions contemplated by the filing of the Form 10.Merger Agreement.

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Termination of the Merger Agreement
Termination.   The Merger Agreement may be terminated at any time prior to the effective time of the Merger,Effective Time, whether before or after the receipt of approval of the requisite stockholder approvals,Merger by the stockholders of Spirit, under the following circumstances:

by mutual written consent of Realty Income and VEREIT;Spirit;

by either Realty Income or VEREIT:Spirit:

if the required approval of stockholders of Spirit have not been obtained upon a vote thereon at the Spirit special meeting or any adjournment or postponement thereof, provided that such right to terminate will not be available to Spirit where a failure to obtain the requisite vote of the stockholders of Spirit was primarily caused by a material breach of its obligations under the Merger Agreement;

if any governmental entity of competent jurisdiction issues a final and nonappealable order, decree or ruling or takes any other action that permanently enjoins or otherwise prohibits the Mergers,Merger, and such order, decree, ruling or other action has become final and non-appealable, provided that such right to terminate will not be available to any party whose failure to comply with any provision of the Merger Agreement has been the primary cause of, or resulted in, such action; or

if the Merger is not consummated on or before July 29, 2024, provided that such right to terminate will not be available to any party whose material breach of any provision of the Merger Agreementrepresentation, warranty, covenant or other agreement has been the primary cause of, or resulted in, such action;delay.

if the Mergers are not consummated on or before April 29, 2022, provided that such right to terminate will not be available to any party whose material breach of any provision of the Merger Agreement has been the primary cause of such delay; orby Spirit:

ifprior to approval of the required approvals of either Realty Income stockholders or VEREIT stockholders have not been obtained upon a vote thereon atMerger and the duly convened Realty Income special meeting or VEREIT special meeting, provided that such right to terminate will not be available to any party

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whose material breach of its obligations undertransactions contemplated by the Merger Agreement to seek stockholder approval has beenby the primary causeholders of such failure.

by VEREIT:

Spirit common stock, to enter into an acquisition agreement with respect to a Superior Proposal (subject to compliance with the provisions of the Merger Agreement regarding nonsolicitation of acquisition proposals), provided that the Merger Agreement may not be so terminated unless the termination fee discussed below has been paid in full and the acquisition agreement has been entered into, each substantially concurrently with such termination;

if Realty Income’s board of directors changes its recommendation in favor of the Mergers, fails to reaffirm its recommendation, or recommends a competing Acquisition Proposal (or fails to recommend against a competing proposal); or

if Realty Income or Merger Sub has breached or failed to perform its representations, warranties, covenants or covenantsagreements in the Merger Agreement in a way that prevents satisfaction of a closing condition, subject to a cure period, provided that VEREITSpirit has not itself materially breached its representations or covenants and such breach would result in the failure of the related closing condition to be satisfied.

by Realty Income:

if the VEREITSpirit board of directors changes its recommendation in favor of the Mergers,Merger, fails to reaffirm its recommendation, or recommends a competing Acquisition Proposal (or fails to recommend against a competing proposal); or

if Realty IncomeSpirit has breached or failed to perform its representations, warranties, covenants or covenantsagreements in the Merger Agreement in a way that prevents satisfaction of a closing condition, subject to a cure period, provided that Realty Income has not itself materially breached its representations or covenants and such breach would result in the failure of the related closing condition to be satisfied.
Effect of Termination.   If the Merger Agreement is validly terminated, the Merger Agreement will become void and have no effect, without any liability or obligation on the part of any party, except that no party will be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of the Merger Agreement, and except that the provisions of the Merger Agreement relating to confidentiality, fees and expenses, effects of termination, termination fee, expense reimbursement, governing law, jurisdiction, waiver of jury trial and specific performance will continue in effect notwithstanding termination of the Merger Agreement.

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Termination Fee and Expense Reimbursement
Realty Income.   Realty IncomeSpirit has agreed to pay a termination fee to Realty Income of $838.0$173.97 million less any previously paid expense reimbursement, to VEREIT in the following circumstances:

if VEREIT terminates the Merger Agreement because of a change of recommendation by the Realty Income board of directors;

(1) an acquisition proposal is publicly made to Realty Income and not timely withdrawn, (2) thereafter the Merger Agreement is terminated (i) because Realty Income stockholders have not approved the Realty Income Issuance Proposal, (ii) because the Mergers have not been consummated by April 29, 2022 and Realty Income’s stockholders have not approved the Realty Income Issuance Proposal or (iii) due to Realty Income’s breach of certain representations or covenants and (3) within 12 months of such termination, Realty Income consummates a transaction in which a third party generally acquires at least 50.1% of Realty Income common stock or assets or enters into an agreement for such a transaction which is subsequently consummated.
The termination fee payable by Realty Income may be reduced to the extent necessary to maintain VEREIT’s qualification as a REIT under the Code.
VEREIT.   VEREIT has agreed to pay a termination fee of $365.0 million, less any previously paid expense reimbursement, to Realty Income in the following circumstances:

if VEREITSpirit terminates the Merger Agreement to enter into a Superior Proposal;Proposal, and such termination fee will be paid as a condition to the effectiveness of such termination of the Merger Agreement;

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if Realty Income terminates the Merger Agreement because of a change of recommendation by the VEREITSpirit board of directors;directors, and such termination fee will be payable within three business days after such termination of the Merger Agreement;

(1) an(i) a bona fide acquisition proposal is publicly made to VEREITSpirit and not timely withdrawn, (2)(ii) thereafter the Merger Agreement is terminated (i)(A) because VEREITthe Merger has not been consummated by July 29, 2024 and Spirit’s stockholders have not approved the VEREIT Merger Proposal, (ii) because the Mergers have not been consummated by April 29, 2022 and VEREIT’s stockholders have not approved the VEREIT Merger Proposal or (iii)(B) due to VEREIT’sSpirit’s breach of certain representations or covenants and (3)(iii) within 12 months of such termination, VEREITSpirit consummates a transaction in which a third party generally acquires at least 50.1% of VEREITSpirit common stock or assets or enters into an agreement for such a transaction which is subsequently consummated.consummated, and such termination fee will be diminished by any expense reimbursement already paid to Realty Income, as provided below, and will be payable on the earlier of the date such transaction is consummated or the agreement for such a transaction is entered into.
Notwithstanding the foregoing, in certain circumstances the termination fee payable by Spirit to Realty Income will be $195.0$93.68 million if, prior to June 13, 2021December 14, 2023 (subject to certain limited extensions), (i) VEREITSpirit terminates the Merger Agreement to enter into an agreement with respect to a Superior Proposal, or (ii) Realty Income terminates the Merger Agreement following the change of recommendation by the VEREITSpirit board of directors, in each case, with respect to a Qualified Bidder. For purposes of the Merger Agreement, a “Qualified Bidder” means a person that has made, between the signing of the Merger Agreement and MayNovember 29, 2021,2023, an unsolicited bona fide written acquisition proposal not otherwise in breach of the non-solicitation provisions of the Merger Agreement that the VEREITSpirit board of directors during the period between AprilOctober 29, 20212023 and MayNovember 29, 2021,2023, has concluded in good faith (after consultation with its outside legal counsel and its financial advisors) either constitutes or is reasonably likely to result in a Superior Proposal.
The termination fee payable by VEREITSpirit may be reduced to the extent necessary to maintain Realty Income’s qualification as a REIT under the Code.
The Merger Agreement also provides that a party must pay the other party an expense reimbursement of $25.0 million, if the Merger Agreement is terminated because such party’s stockholders fail to approve the Realty Income Share Issuance Proposal or the VEREIT Merger Proposal, as applicable.Proposal. The expense reimbursement will be set off against any termination fee if the termination fee later becomes payable. The amount payable may also be reduced to the extent necessary to maintain the recipient’s qualification as a REIT under the Code.
Alternative Structure
Notwithstanding anything to the contrary contained in the Merger Agreement, (A) if (i) Realty Income uses reasonable best efforts to obtain certain amendments to Realty Income’s existing credit agreement (the “Realty Income Credit Agreement Amendment”) as promptly as practicable after the date hereof, and (ii) Realty Income has not obtained the Realty Income Credit Agreement Amendment by the date that is fifteen (15) Business Daysat any time prior to the earlierdate the definitive proxy statement relating to the Spirit special meeting is first mailed to the holders of Spirit common stock in connection with the date of the VEREIT stockholders meeting and the Realty Income stockholdersSpirit special meeting, or (B) or otherwise with the consent of VEREITSpirit (which shall not be unreasonably withheld or delayed), Realty Income, in its sole discretion, may elect to modify the structure of the Merger so as to provide that VEREIT shallSpirit will merge into and with Realty Income (rather than Merger Sub 1)Sub), with Realty Income continuing as the surviving corporation of the Merger (the “Alternative Structure”); provided that

the consideration to be paid to the stockholders of VEREITSpirit is not thereby changed in nature or kind or reduced in amount as a result of such modification,

the Alternative Structure will not adversely affect (1) the tax treatment to the stockholders of Realty Income or VEREITSpirit as a result of the Merger or payment or receipt of the consideration payable to VEREITSpirit stockholders, or (2) the qualification and taxation of VEREITSpirit as a REIT for federal income tax purposes for any period prior to the Closing,

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the merger contemplated by the Alternative Structure will not require the approval of the stockholders of Realty Income in order to be consummated, and

other than the modification to the required vote of the Realty Income stockholders to require a majority of the outstanding shares of Realty Income common stock as a result of the Alternative Structure, such Alternative Structure (after giving effect to the following sentence) will not and, will not reasonably be expected to, jeopardize, impede or materially delay the consummation of the transactions contemplated by the Merger Agreement.

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In the event that Realty Income elects to implement the Alternative Structure, the parties agree, in good faith, to prepare and execute an amendment to the Merger Agreement to reflect the Alternative Structure and any necessary modifications to the terms of the Merger Agreement to give effect to the Alternative Structure.
Indemnification and Insurance
The Merger Agreement provides that Realty Income will indemnify present and former directors and officers of VEREIT, Realty IncomeSpirit and their respectiveits subsidiaries to the fullest extent permitted by law against all costs or expenses (including advancement of expenses), for pre-closing acts or omissions (whether asserted or claimed prior to, at or after closing)Closing) to the same extent as they are exculpated or indemnified pursuant to the organizational documents of VEREIT, Realty IncomeSpirit or their respective subsidiaries.its subsidiaries or applicable law.
Prior to the effective time of the Merger,Effective Time, pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, each of VEREIT and Realty IncomeSpirit may obtain and fully pay for a “tail” prepaid insurance policiespolicy with respect to directors’ and officers’ liability insurance and fiduciary insurance for each of the current and former directors and officers of VEREIT, Realty IncomeSpirit and each of theirits subsidiaries as applicable, as to such person’s status as a director or officer of VEREIT, Realty IncomeSpirit or their respectiveits subsidiaries or the service of each such person, at the request of VEREIT, Realty IncomeSpirit and each of theirits subsidiaries, as a director or officer of another entity, and for facts and events that occurred at or prior to the effective time of the Merger,Effective Time, with a claim period of six years from the effective time of the Merger,Effective Time, subject to an annual premium cap of 300% of the last annual premium paid by VEREIT or Realty Income, respectively,Spirit, so long as each such policy has terms, conditions, retentions, and limits of coverage at least as favorable as Spirit’s existing comparable policies. If a policy meeting these requirements is not available at this price, VEREIT and Realty IncomeSpirit may each buy a policy that offers the maximum coverage available subject to the 300% cap.
Amendment, Extension and Waiver of the Merger Agreement
Amendment.   At any time prior to the Partnership Merger Effective Time, the Merger Agreement may be amended by Realty Income and VEREIT.Spirit, in writing. However, after receipt of the VEREIT stockholder approval or the Realty Income stockholder approval,Spirit Stockholder Approval, no amendment which requires further approval by the stockholders of Realty Income or VEREIT, as applicable,Spirit may be made without such further approval by such stockholders.
Extension; Waiver.   At any time prior to the effective time of the Merger,Effective Time, Realty Income or VEREITSpirit, by action taken or authorized by the Realty Income board of directors or the Spirit board of directors, as applicable, may (i) extend the time for the performance of any of the obligations or other acts of the other party; (ii) waive any inaccuracies in the representations and warranties contained in the Merger Agreement or other related documents; and (iii) waive compliance by the other party with any of the agreements or conditions contained in the Merger Agreement.
Governing Law
The Merger Agreement is governed by the laws of the State of Maryland (without giving effect to choice of law principles thereof).
 
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of certain material U.S. federal income tax consequences of the Merger and OfficeCo Distribution to U.S. holders and non-U.S. holders (each as defined below), Realty Income’s election to be taxed as a REIT and the ownership and disposition of Realty Income’s common stock to U.S. holders and non-U.S. holders (each as defined below).
This summary is for general information only and is not tax advice. The information in this summary is based on:

the Code;

current, temporary and proposed Treasury Regulations promulgated under the Code;

the legislative history of the Code;

administrative interpretations and practices of the IRS; and

court decisions;
in each case, as of the date of this joint proxy statement/prospectus. In addition, the administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the particular taxpayers who requested and received those rulings. The sections of the Code and the corresponding Treasury Regulations that relate to qualification and taxation as a REIT are highly technical and complex. The following discussion sets forth certain material aspects of the sections of the Code that govern the U.S. federal income tax treatment of a REIT and its stockholders. This summary is qualified in its entirety by the applicable Code provisions, Treasury Regulations promulgated under the Code and administrative and judicial interpretations thereof. Potential tax reforms may result in significant changes to the rules governing U.S. federal income taxation. New legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may significantly and adversely affect Realty Income’s or VEREIT’sSpirit’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of the Merger the OfficeCo Distribution and/or the ownership and disposition of Realty Income’s common stock, including those described in this discussion. Neither Realty Income nor VEREITSpirit has requested, and neither plans to request, any rulings from the IRS that it qualifies as a REIT or with respect to the U.S. federal income tax treatment of the Merger, or the OfficeCo Distribution, and the statements in this joint proxy statement/prospectus are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this discussion will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax laws other than U.S. federal income tax laws, associated with the Merger, the OfficeCo Distribution or the ownership or disposition of Realty Income’sIncome common stock or Realty Income’s or VEREIT’sSpirit’s election to be taxed as a REIT.
This discussion is limited to holders who hold shares of VEREITSpirit common stock orand, following the Merger, Realty Income common stock, as applicable, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not purport to be a comprehensive discussion of all U.S. federal income tax consequences relevant to the Merger the OfficeCo Distribution or the ownership and disposition of Realty Income’sIncome common stock and does not address all U.S. federal income tax consequences that may be relevant to a holder’s particular circumstances, including the alternative minimum tax. In addition, except where specifically noted, it does not address consequences relevant to holders subject to special rules, including, without limitation:

U.S. expatriates and former citizens or long-term residents of the United States;

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

persons holding VEREITSpirit common stock or Realty Income common stock)stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

banks, insurance companies and other financial institutions;

REITs or regulated investment companies;

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brokers, dealers or traders in securities;

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“controlled foreign corporations,” “passive foreign investment companies,”companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein);

tax-exempt organizations or governmental organizations;

persons subject to special tax accounting rules as a result of any item of gross income with respect to VEREITSpirit common stock or Realty Income common stock being taken into account in an applicable financial statement;

persons deemed to sell VEREITSpirit common stock or Realty Income common stock under the constructive sale provisions of the Code;

persons who hold or receive VEREITSpirit common stock or Realty Income common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

tax-qualified retirement plans; and

persons who actually or constructively hold, or held at any time during the five-year period ending on the date of the Merger, 10% or more in value of VEREITSpirit common stock or Realty Income common stock.
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER THE OFFICECO DISTRIBUTION AND THE OWNERSHIP AND DISPOSITION OF REALTY INCOME’SINCOME COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
For purposes of this discussion, a “U.S. holder” is a beneficial owner of VEREITSpirit common stock or(or, following the Merger, Realty Income common stock (including a beneficial owner of VEREIT common stock that received Realty Income common stock in the Merger)stock) that, for U.S. federal income tax purposes, is or is treated as:

an individual who is a citizen or resident of the United States;

a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

a trust that (1) is subject to the primary supervision of a U.S. court and one or more “United States persons” ​(within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of VEREITSpirit common stock or(or, following the Merger, Realty Income common stock (including a beneficial owner of VEREIT common stock that received Realty Income common stock in the Merger)stock) that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds VEREITSpirit common stock or Realty Income common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding VEREITSpirit common stock or Realty Income common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
Material U.S. Federal Income Tax Consequences of the Merger
It is a condition to the completion of the Merger that Latham & Watkins LLP will(or another nationally recognized tax counsel reasonably acceptable to Realty Income and Spirit) render an opinion to Realty Income, and Wachtell, Lipton, Rosen & Katz will render an opinion to VEREIT, each to the effect that
 
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Income, and Wachtell, Lipton, Rosen & Katz (or another nationally recognized tax counsel reasonably acceptable to Realty Income and Spirit) render an opinion to Spirit, each to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. Such opinions will be subject to customary exceptions, assumptions and qualifications, and will be based on representations made by Realty Income and VEREITSpirit regarding factual matters (including those contained in the tax representation letters provided by Realty Income and VEREIT)Spirit), and covenants undertaken by Realty Income and VEREIT.Spirit. If any such assumption or representation is inaccurate in any way, or any such covenant is not complied with, the tax consequences of the Merger could differ from those described in the tax opinions and in this summary. These tax opinions represent the legal judgment of counsel rendering the opinions and are not binding on the IRS or the courts. No ruling from the IRS has been or is expected to be requested in connection with the Merger, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the conclusions set forth in the tax opinions. If the condition relating to either tax opinion to be delivered at closing is waived, this joint proxy statement/prospectus will be amended and recirculated.
On the basis of the opinions described above and provided the Merger is treated as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Merger will generally be as follows:

VEREITSpirit will not recognize any gain or loss as a result of the Merger.

A U.S. holder of VEREITSpirit common stock will not recognize any gain or loss upon receipt of the Realty Income common stock in exchange for its VEREITSpirit common stock in connection with the Merger, except with respect to cash received in lieu of any fractional share of Realty Income common stock, as discussed below.

A U.S. holder will have an aggregate tax basis in the Realty Income common stock it receives in the Merger equal to the U.S. holder’s aggregate tax basis in its VEREITSpirit common stock surrendered pursuant to the Merger, reduced by the portion of the U.S. holder’s tax basis in its VEREITSpirit common stock surrendered in the Merger that is allocable to any fractional share of Realty Income common stock.

The holding period of the Realty Income common stock (including any fractional share deemed received and redeemed for cash, as discussed below) received by a U.S. holder in connection with the Merger will include the holding period of the VEREITSpirit common stock surrendered in connection with the Merger.

If a U.S. holder acquired any of its shares of VEREITSpirit common stock at different prices and/or at different times, Treasury Regulations provide guidance on how such U.S. holder may allocate its tax basis and holding period to the Realty Income common stock received in the Merger. U.S. holders that hold multiple blocks of VEREITSpirit common stock should consult their tax advisors regarding the proper allocation of their basis and holding period among the Realty Income common stock received in the Merger under these Treasury Regulations.

Cash received by a U.S. holder in lieu of a fractional share of the Realty Income common stock in the Merger will be treated as if such fractional share had been issued in connection with the Merger and then redeemed by Realty Income for cash, and such U.S. holder generally will recognize capital gain or loss with respect to such cash payment, measured by the difference, if any, between the amount of cash received and the U.S. holder’s tax basis in such fractional share. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period (determined as described above) in respect of such fractional share is greater than one year as of the effective time of the Merger.Effective Time. Non-corporate U.S. holders may be subject to tax on long-term capital gains at reduced rates. The deductibility of capital losses is subject to limitations.

A non-U.S. holder of VEREITSpirit common stock generally will not recognize any gain or loss upon receipt of the Realty Income common stock in exchange for its VEREITSpirit common stock in connection with the Merger.
Certain Reporting Requirements
Under applicable Treasury Regulations, “significant holders” of VEREITSpirit common stock generally will be required to comply with certain reporting requirements. A U.S. holder should be viewed as a “significant
 
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holder” if, immediately before the Merger, such holder held 5% or more, by vote or value, of the total outstanding shares of VEREITSpirit common stock or had a basis in VEREITSpirit non-stock securities of at least $1 million. Significant holders generally will be required to file a statement with the holder’s U.S. federal income tax return for the taxable year that includes the Merger Effective Time. That statement must set forth the holder’s tax basis in, and the fair market value of, the shares of VEREITSpirit common stock surrendered pursuant to the Merger (both as determined immediately before the surrender of such shares), the date of the Merger and the name and employer identification number of Realty Income, VEREITSpirit and Merger Sub, 1, and the holder will be required to retain permanent records of these facts. U.S. holders of VEREITSpirit common stock should consult their tax advisors as to whether they may be treated as a “significant holder.”
Backup Withholding
Certain holders of VEREITSpirit common stock may be subject to backup withholding with respect to any cash received in the Merger. Backup withholding generally will not apply, however, to a holder of shares of VEREITSpirit common stock that (i) furnishes a correct taxpayer identification number, certifies that it is not subject to backup withholding on IRS Form W-9 and otherwise complies with all of the applicable requirements of the backup withholding rules; (ii) provides a properly completed IRS Form W-8BEN or W-8BEN-E; or (iii) is otherwise exempt from backup withholding and provides appropriate proof of the applicable exemption. Backup withholding is not an additional tax and any amounts withheld will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, if any, provided that the holder timely furnishes the required information to the IRS.

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Material U.S. Federal Income Tax Consequences of the OfficeCo Distribution
Treatment of the OfficeCo Distribution
If the OfficeCo Distribution is consummated, it is expected to be treated as a taxable distribution to Realty Income common stockholders (which would include the former VEREIT stockholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo Distribution). Accordingly, each Realty Income stockholder will be treated as receiving a distribution from Realty Income in an amount equal to the fair market value of the OfficeCo common stock received by such stockholder (including any fractional shares deemed received by the stockholder, as described below), determined as of the date of the OfficeCo Distribution. We refer to such amount as the “distribution amount.” The receipt of the distribution amount by U.S. holders and non-U.S. holders of Realty Income common stock will generally be treated as described in “— Material U.S. Federal Income Tax Considerations Regarding Realty Income’s Taxation as a REIT — Material U.S. Federal Income Tax Consequences to Holders of Our Common Stock.”
The OfficeCo Distribution is also expected to be a taxable transaction for Realty Income in which Realty Income will recognize gain, but not loss, based on the difference between its tax basis in the OfficeCo common stock and the fair market value of such stock as of the OfficeCo Distribution. Certain transactions that may be entered into in connection with the Spin-Off may also be taxable to Realty Income. To the extent Realty Income recognizes gain in connection with the Spin-Off, such gain generally should constitute qualifying income for purposes of the REIT gross income tests. In addition, Realty Income’s earnings and profits will be increased, which may increase the portion of the distribution treated as dividend income to Realty Income’s stockholders.
Although Realty Income will ascribe a value to the OfficeCo common stock distributed in the OfficeCo Distribution, this valuation is not binding on the IRS or any other tax authority. These taxing authorities could ascribe a higher valuation to the distributed shares of OfficeCo common stock, particularly if, following the distribution, those shares trade at prices significantly above the value ascribed to those shares by Realty Income. Such a higher valuation may affect the distribution amount and thus the tax consequences of the OfficeCo Distribution to Realty Income’s stockholders.
If cash is paid in lieu of fractional shares of OfficeCo common stock, any cash received by a Realty Income stockholder in lieu of a fractional OfficeCo common share will be treated as if such fractional share had been (i) received by the stockholder as part of the Spin-Off and then (ii) sold by such stockholder, via the distribution agent, for the amount of cash received. As described below, the basis of the fractional share deemed received by a Realty Income stockholder, if any, will equal the fair market value of such share on the date of the OfficeCo Distribution, and the amount paid in lieu of a fractional share, if any, will be net of the distribution agent’s brokerage fees.
Information reporting and backup withholding may apply to the receipt of OfficeCo common shares and cash in lieu of fractional shares of OfficeCo common stock pursuant to the OfficeCo Distribution, as described in “— Material U.S. Federal Income Tax Considerations Regarding Realty Income’s Taxation as a REIT — Information Reporting and Backup Withholding.” Withholding taxes may also be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on the receipt of OfficeCo common shares pursuant to the OfficeCo Distribution.
Tax Basis and Holding Period of OfficeCo Common Stock Received by Holders of Realty Income Common Stock
A Realty Income stockholder’s tax basis in OfficeCo common stock received in the OfficeCo Distribution generally will equal the fair market value of such shares on the date of the OfficeCo Distribution, and the holding period for such shares will begin the day after the date of the OfficeCo Distribution. A Realty Income stockholder’s holding period for its Realty Income shares will not be affected by the OfficeCo Distribution.
Taxation of OfficeCo and Ownership and Disposition of OfficeCo Common Stock
It is expected that OfficeCo will elect and qualify to be taxed as a REIT. Accordingly, the tax considerations regarding OfficeCo's election to be taxed as a REIT and the ownership and disposition of its

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common stock are expected to be generally similar to those described for Realty Income in “— Material U.S. Federal Income Tax Considerations Regarding Realty Income’s Taxation as a REIT” below. More specific information relating to OfficeCo’s election to be taxed as a REIT and the ownership and disposition of its common stock is expected to be provided in OfficeCo’s Form 10 registration statement.
Time for Determination of the Tax Consequences of the OfficeCo Distribution
The tax consequences of the OfficeCo Distribution will be affected by a number of facts that are yet to be determined, including Realty Income’s final earnings and profits for the taxable year that includes the OfficeCo Distribution (including as a result of the income and gain Realty Income recognizes in connection with the OfficeCo Distribution and related transactions), the fair market value of OfficeCo common shares on the date of the OfficeCo Distribution and the extent to which Realty Income recognizes gain on the sales of United States real property interests, or USRPIs, or other capital assets. Thus, a definitive calculation of the U.S. federal income tax consequences of the OfficeCo Distribution will not be possible until after the end of the taxable year that includes the OfficeCo Distribution. Realty Income will provide its stockholders with tax information on an IRS Form 1099-DIV, informing them of the character of distributions made during the taxable year, including the OfficeCo Distribution.

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Material U.S. Federal Income Tax Considerations Regarding Realty Income’s Taxation as a REIT
The following is a general summary of certain material U.S. federal income tax considerations regarding our election to be taxed as a REIT and the ownership and disposition of our common stock. For purposes of this discussion, references to “we,” “our” and “us” mean only Realty Income and do not include any of its subsidiaries or VEREIT or OfficeCo,Spirit, except as otherwise indicated.
Taxation of Realty Income
General
We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify for taxation as a REIT under the Code commencing with such taxable year, and we intend to continue to be organized and operate in this manner. However, qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including through actual operating results, asset composition, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that we have been organized and have operated, or will continue to be organized and operate, in a manner so as to qualify or remain qualified as a REIT. See “— Failure to Qualify”Qualify for potential tax consequences if we fail to qualify as a REIT.
It is a condition to our obligation to complete the Merger that we receive an opinion from Goodwin ProcterLatham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to us and Spirit) to the effect that, for all taxable years commencing with VEREIT’sSpirit’s taxable year ended December 31, 20112016 and through the Merger Effective Time, VEREITSpirit has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code. TheSuch opinion of Goodwin Procter LLP will be subject to customary exceptions, assumptions and qualifications, and be based on representations made by VEREIT and VEREIT OPSpirit regarding factual matters (including those contained in a tax representation letter provided by VEREIT and VEREIT OP)Spirit) relating to the organization and operation of VEREITSpirit and its subsidiaries.
It is a condition to the obligation of VEREITSpirit to complete the Merger that VEREITSpirit receive an opinion from Latham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to us and Spirit) to the effect that, for all taxable years commencing with our taxable year ended December 31, 1994,2016, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT under the Code for our taxable year that includes the Merger Effective Time

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and future taxable years. TheSuch opinion of Latham & Watkins LLP will be subject to customary exceptions, assumptions and qualifications, be based on representations made by us regarding factual matters (including those contained in a tax representation letter provided by us), and covenants undertaken by us, relating to the organization and operation of us and our subsidiaries, and assume the accuracy of the representations contained in the tax representation letter provided to Goodwin ProcterLatham & Watkins LLP (or such other REIT counsel) described above.
Neither of the opinions described above will be binding on the IRS or the courts. We intend to continue to operate in a manner to qualify as a REIT following the Merger, but there is no guarantee that we will qualify or remain qualified as a REIT. Qualification and taxation as a REIT depends upon our ability to meet, through actual annual (or, in some cases, quarterly) operating results, requirements relating to income, asset ownership, distribution levels and diversity of share ownership, and the various REIT qualification requirements imposed under the Code. Given the complex nature of the REIT qualification requirements, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, there can be no assurance that our actual operating results will satisfy the requirements for taxation as a REIT under the Code for any particular taxable year.
Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a C corporation. A C corporation is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the stockholder level when the income is distributed. We will, however, be required to pay U.S. federal income tax as follows:

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First, we will be required to pay regular U.S. federal corporate income tax on any undistributed REIT taxable income, including undistributed capital gain.

Second, if we have (1) net income from the sale or other disposition of “foreclosure property” held primarily for sale to customers in the ordinary course of business or (2) other nonqualifying income from foreclosure property, we will be required to pay regular U.S. federal corporate income tax on this income. To the extent that income from foreclosure property is otherwise qualifying income for purposes of the 75% gross income test, this tax is not applicable. Subject to certain other requirements, foreclosure property generally is defined as property we acquired through foreclosure or after a default on a loan secured by the property or a lease of the property. See “— Foreclosure Property.Property.

Third, we will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other taxable dispositions of property, other than foreclosure property, held as inventory or primarily for sale to customers in the ordinary course of business.

Fourth, if we fail to satisfy the 75% gross income test or the 95% gross income test, as described below, but have otherwise maintained our qualification as a REIT because certain other requirements are met, we will be required to pay a tax equal to (1) the greater of (A) the amount by which we fail to satisfy the 75% gross income test and (B) the amount by which we fail to satisfy the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability.

Fifth, if we fail to satisfy any of the asset tests (other than a de minimis failure of the 5% or 10% asset test), as described below, due to reasonable cause and not due to willful neglect, and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the U.S. federal corporate income tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail such test.

Sixth, if we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a violation of the gross income tests or certain violations of the asset tests, as described below) and the violation is due to reasonable cause and not due to willful neglect, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure.

Seventh, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of (1) 85% of our ordinary income for the year, (2) 95% of our capital gain net income for the year, and (3) any undistributed taxable income from prior periods.

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Eighth, if we acquire any asset from a corporation that is or has been a C corporation in a transaction in which our tax basis in the asset is less than the fair market value of the asset, in each case, determined as of the date on which we acquired the asset, and we subsequently recognize gain on the disposition of the asset during the five-year period beginning on the date on which we acquired the asset, then we generally will be required to pay regular U.S. federal corporate income tax on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted tax basis in the asset, in each case determined as of the date on which we acquired the asset. The results described in this paragraph with respect to the recognition of gain assume that the C corporation will refrain from making an election to receive different treatment under applicable Treasury Regulations on its tax return for the year in which we acquire the asset from the C corporation. Under applicable Treasury Regulations, any gain from the sale of property we acquired in an exchange under Section 1031 (a like-kind exchange) or Section 1033 (an involuntary conversion) of the Code generally is excluded from the application of this built-in gains tax.

Ninth, our subsidiaries that are C corporations and are not qualified REIT subsidiaries, including our “taxable REIT subsidiaries” described below, generally will be required to pay regular U.S. federal corporate income tax on their earnings.

Tenth, we will be required to pay a 100% tax on any “redetermined rents,” “redetermined deductions,” “excess interest” or “redetermined TRS service income,” as described below under “— Penalty Tax.Tax.” In general, redetermined rents are rents from real property that are overstated as a result of services furnished to any of our tenants by a taxable REIT subsidiary of ours. Redetermined deductions and excess interest generally represent amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s

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length negotiations. Redetermined TRS service income generally represents income of a taxable REIT subsidiary that is understated as a result of services provided to us or on our behalf.

Eleventh, we may elect to retain and pay income tax on our net capital gain. In that case, a stockholder would include its proportionate share of our undistributed capital gain (to the extent we make a timely designation of such gain to the stockholder) in its income, would be deemed to have paid the tax that we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the tax basis of the stockholder in our capital stock.

Twelfth, if we fail to comply with the requirement to send annual letters to our stockholders holding at least a certain percentage of our stock, as determined under applicable Treasury Regulations, requesting information regarding the actual ownership of our stock, and the failure is not due to reasonable cause or is due to willful neglect, we will be subject to a $25,000 penalty, or if the failure is intentional, a $50,000 penalty.
We and our subsidiaries may be subject to a variety of taxes other than U.S. federal income tax, including payroll taxes and state and local income, property and other taxes on our assets and operations.
From time to time, we may own properties in other countries, which may impose taxes on our operations within their jurisdictions. To the extent possible, we will structure our activities to minimize our non-U.S. tax liability. However, there can be no assurance that we will be able to eliminate our non-U.S. tax liability or reduce it to a specified level. Furthermore, as a REIT, both we and our stockholders will derive little or no benefit from foreign tax credits arising from those non-U.S. taxes.
Requirements for Qualification as a REIT
The Code defines a REIT as a corporation, trust or association:
(1)
that is managed by one or more trustees or directors;
(2)
that issues transferable shares or transferable certificates to evidence its beneficial ownership;
(3)
that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;

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(4)   that is not a financial institution or an insurance company within the meaning of certain provisions of the Code;
(5)
that is beneficially owned by 100 or more persons;
(6)
not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals, including certain specified entities, during the last half of each taxable year; and
(7)
that meets other tests, described below, regarding the nature of its income and assets and the amount of its distributions.
The Code provides that conditions (1) to (4), inclusive, must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a REIT. For purposes of condition (6), the term “individual” includes a supplemental unemployment compensation benefit plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes, but generally does not include a qualified pension plan or profit sharing trust.
We believe that we have been organized and have operated in a manner that has allowed us, and will continue to allow us, to satisfy conditions (1) through (7) inclusive, during the relevant time periods. In addition, our charter provides for restrictions regarding ownership and transfer of our shares that are intended to assist us in continuing to satisfy the share ownership requirements described in conditions (5) and (6) above. A description of the share ownership and transfer restrictions relating to our common stock is contained in the discussion under the heading (see “—Description of Capital Stock — Restrictions on Ownership and Transfers of Stock”)Stock. These

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restrictions, however, do not ensure that we have previously satisfied, and may not ensure that we will, in all cases, be able to continue to satisfy, the share ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these share ownership requirements, then, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in applicable Treasury Regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we will be treated as having met this requirement. See “— Failure to Qualify.Qualify.
In addition, we may not maintain our status as a REIT unless our taxable year is the calendar year. We have and will continue to have a calendar taxable year.
Ownership of Interests in Partnerships, Limited Liability Companies and Qualified REIT Subsidiaries
In the case of a REIT that is a partner in a partnership (for purposes of this discussion, references to “partnership” include a limited liability company treated as a partnership for U.S. federal income tax purposes, and references to “partner” include a member in such a limited liability company), Treasury Regulations provide that the REIT will be deemed to own its proportionate share of the assets of the partnership based on its interest in partnership capital, subject to special rules relating to the 10% asset test described below. Also, the REIT will be deemed to be entitled to its proportionate share of the income of that entity. The assets and gross income of the partnership retain the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests. Thus, our pro rata share of the assets and items of income of any partnership or disregarded entity for U.S. federal income tax purposes in which we directly or indirectly own an interest is treated as our assets and items of income for purposes of applying the requirements described in this discussion, including the gross income and asset tests described below. A brief summary of the rules governing the U.S. federal income taxation of partnerships is set forth below in “— Tax Aspects of the Subsidiary Partnerships and the Limited Liability Companies.Companies.
We generally have control of our subsidiary partnerships and intend to operate them in a manner consistent with the requirements for our qualification as a REIT. We may from time to time be a limited partner or non-managing member in some of our partnerships. If a partnership in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we

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may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or take other corrective action on a timely basis. In such a case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.
We may from time to time own and operate certain properties through wholly-owned subsidiaries that we intend to be treated as “qualified REIT subsidiaries” under the Code. A corporation (or other entity treated as a corporation for U.S. federal income tax purposes) will qualify as our qualified REIT subsidiary if we own 100% of the corporation’s outstanding stock and do not elect with the subsidiary to treat it as a “taxable REIT subsidiary,” as described below. A qualified REIT subsidiary is not treated as a separate corporation, and all assets, liabilities and items of income, gain, loss, deduction and credit of a qualified REIT subsidiary are treated as assets, liabilities and items of income, gain, loss, deduction and credit of the parent REIT for all purposes under the Code, including all REIT qualification tests. Thus, in applying the U.S. federal income tax requirements described in this discussion, any qualified REIT subsidiaries we own are ignored, and all assets, liabilities and items of income, gain, loss, deduction and credit of such corporations are treated as our assets, liabilities and items of income, gain, loss, deduction and credit. A qualified REIT subsidiary is not subject to U.S. federal income tax, and our ownership of the stock of a qualified REIT subsidiary will not violate the restrictions on ownership of securities, as described below under “— Asset Tests.Tests.

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Ownership of Interests in Taxable REIT Subsidiaries
We currently own an interest in a number of taxable REIT subsidiaries and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to U.S. federal income tax as a regular C corporation. A REIT is not treated as holding the assets of a taxable REIT subsidiary or as receiving any income that the taxable REIT subsidiary earns. Rather, the stock issued by the taxable REIT subsidiary is an asset in the hands of the REIT, and the REIT generally recognizes as income the dividends, if any, that it receives from the taxable REIT subsidiary. A REIT’s ownership of securities of a taxable REIT subsidiary is not subject to the 5% or 10% asset test described below. See “— Asset Tests.Tests.For taxable years beginning after December 31, 2017, taxpayersTaxpayers are subject to a limitation on their ability to deduct net business interest generally equal to 30% of adjusted taxable income, subject to certain exceptions. For any taxable year beginning in 2019 or 2020, the 30% limitation has been increased to a 50% limitation, provided that for partnerships the 50% limitation applies for any taxable year beginning in 2020 only. Taxpayers may elect to use their 2019 adjusted taxable income for purposes of computing their 2020 limitation. See “— Annual Distribution Requirements.Requirements.” While not certain, this provision may limit the ability of our taxable REIT subsidiaries to deduct interest, which could increase their taxable income.
Income Tests
We must satisfy two gross income requirements annually to maintain our qualification as a REIT. First, in each taxable year we must derive directly or indirectly at least 75% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) from investments relating to real property or mortgages on real property, including “rents from real property,” dividends from other REITs and, in certain circumstances, interest, or certain types of temporary investments. Second, in each taxable year we must derive at least 95% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) from the real property investments described above or dividends, interest and gain from the sale or disposition of stock or securities, or from any combination of the foregoing. For these purposes, the term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of all or some of the amount depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage or percentages of receipts or sales.

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Rents we receive from a tenant will qualify as “rents from real property” for the purpose of satisfying the gross income requirements for a REIT described above only if all of the following conditions are met:

The amount of rent is not based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely because it is based on a fixed percentage or percentages of receipts or sales or if it is based on the net income of a tenant which derives substantially all of its income with respect to such property from subleasing of substantially all of such property, to the extent that the rents paid by the subtenants would qualify as rents from real property if we earned such amounts directly;

Neither we nor an actual or constructive owner of 10% or more of our capital stock actually or constructively owns 10% or more of the interests in the assets or net profits of a non-corporate tenant, or, if the tenant is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of the tenant. Rents we receive from such a tenant that is a taxable REIT subsidiary of ours, however, will not be excluded from the definition of “rents from real property” as a result of this condition if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are substantially comparable to rents paid by our other tenants for comparable space.

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Whether rents paid by a taxable REIT subsidiary are substantially comparable to rents paid by other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, and modified, if such modification increases the rents due under such lease. Notwithstanding the foregoing, however, if a lease with a “controlled taxable REIT subsidiary” is modified and such modification results in an increase in the rents payable by such taxable REIT subsidiary, any such increase will not qualify as “rents from real property.” For purposes of this rule, a “controlled taxable REIT subsidiary” is a taxable REIT subsidiary in which the parent REIT owns stock possessing more than 50% of the voting power or more than 50% of the total value of the outstanding stock of such taxable REIT subsidiary;

Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this condition is not met, then the portion of the rent attributable to personal property will not qualify as “rents from real property.” To the extent that rent attributable to personal property, leased in connection with a lease of real property, exceeds 15% of the total rent received under the lease, we may transfer a portion of such personal property to a taxable REIT subsidiary; and

We generally may not operate or manage the property or furnish or render services to our tenants, subject to a 1% de minimis exception and except as provided below. We may, however, perform services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. Examples of these services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we may employ an independent contractor from whom we derive no revenue to provide customary services to our tenants, or a taxable REIT subsidiary (which may be wholly or partially owned by us) to provide both customary and non-customary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.”
We generally do not intend to take actions we believe will cause us to fail to satisfy the rental conditions described above. However, we may intentionally fail to satisfy some of these conditions to the extent we determine, based on the advice of our tax counsel, that the failure will not jeopardize our tax status as a REIT. In addition, with respect to the limitation on the rental of personal property, we generally have not obtained appraisals of the real property and personal property leased to tenants. Accordingly, there can be no assurance that the IRS will not disagree with our determinations of value.
From time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps and floors, options to purchase these items and futures and forward contracts. Income from a hedging transaction, including gain from the sale or disposition of such a transaction, that is clearly identified as a hedging transaction as

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specified in the Code will not constitute gross income under, and thus will be exempt from, the 75% and 95% gross income tests. The term “hedging transaction,” as used above, generally means (A) any transaction we enter into in the normal course of our business primarily to manage risk of (1) interest rate changes or fluctuations with respect to borrowings made or to be made by us to acquire or carry real estate assets, or (2) currency fluctuations with respect to an item of qualifying income under the 75% or 95% gross income test or any property which generates such income and (B) new transactions entered into to hedge the income or loss from prior hedging transactions, where the property or indebtedness which was the subject of the prior hedging transaction was extinguished or disposed of. To the extent that we do not properly identify such transactions as hedges or we hedge with other types of financial instruments, the income from those transactions is not likely to be treated as qualifying income for purposes of the gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT.
From time to time we may own properties orWe have investments in several entities located outside the United States.States and from time to time may invest in additional entities or properties located outside the United States, through a taxable REIT subsidiary or otherwise. These acquisitions could cause us to incur foreign currency gains or losses. Any foreign currency gains, to the extent attributable to specified items of qualifying income or gain, or specified qualifying assets, however, generally will not constitute gross income for purposes of the 75% and 95% gross income tests, and therefore will be excluded from these tests.
To the extent our taxable REIT subsidiaries pay dividends or interest, our allocable share of such dividend or interest income will qualify under the 95%, but not the 75%, gross income test (except that our allocable

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share of such interest would also qualify under the 75% gross income test to the extent the interest is paid on a loan that is adequately secured by real property).
We will monitor the amount of the dividend and other income from our taxable REIT subsidiaries and will take actions intended to keep this income, and any other nonqualifying income, within the limitations of the gross income tests. Although we expect these actions will be sufficient to prevent a violation of the gross income tests, we cannot guarantee that such actions will in all cases prevent such a violation.
If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Code. We generally may make use of the relief provisions if:

following our identification of the failure to meet the 75% or 95% gross income tests for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income tests for such taxable year in accordance with Treasury Regulations to be issued; and

our failure to meet these tests was due to reasonable cause and not due to willful neglect.
It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because nonqualifying income that we intentionally accrue or receive exceeds the limits on nonqualifying income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. See “— Failure to Qualify”Qualify below. As discussed above in — “— General,” even if these relief provisions apply, and we retain our status as a REIT, a tax would be imposed with respect to our nonqualifying income. We may not always be able to comply with the gross income tests for REIT qualification despite periodic monitoring of our income.
Prohibited Transaction Income
Any gain that we realize on the sale of property (other than any foreclosure property) held as inventory or otherwise held primarily for sale to customers in the ordinary course of business, including any gain realized by our qualified REIT subsidiaries and our share of any gain realized by any of the partnerships in which we own an interest, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax, unless certain safe harbor exceptions apply. This prohibited transaction income may also adversely affect our ability to satisfy the gross income tests for qualification as a REIT. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular

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transaction. We intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning our properties and to make occasional sales of the properties as are consistent with our investment objectives. We do not intend, and do not intend to permit any of the partnerships in which we own an interest, to enter into any sales that are prohibited transactions. However, the IRS may successfully contend that some or all of the sales made by us or our subsidiary partnerships are prohibited transactions. We would be required to pay the 100% penalty tax on our allocable share of the gains resulting from any such sales. The 100% penalty tax will not apply to gains from the sale of assets that are held through a taxable REIT subsidiary, but such income will be subject to regular U.S. federal corporate income tax.
Penalty Tax
Any redetermined rents, redetermined deductions, excess interest or redetermined TRS service income we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a taxable REIT subsidiary of ours, redetermined deductions and excess interest represent any amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations, and redetermined TRS service income is income of a taxable REIT subsidiary that is understated as a result of services provided to us or on our behalf. Rents we receive will not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code.

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We do not believe we have been, and do not expect to be, subject to this penalty tax, although any rental or service arrangements we enter into from time to time may not satisfy the safe-harbor provisions describedreferenced above. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on any overstated rents paid to us, or any excess deductions or understated income of our taxable REIT subsidiaries.
Asset Tests
At the close of each calendar quarter of our taxable year, we must also satisfy certain tests relating to the nature and diversification of our assets. First, at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items and U.S. government securities. For purposes of this test, the term “real estate assets” generally means real property (including interests in real property and interests in mortgages on real property or on both real property and, to a limited extent, personal property), shares (or transferable certificates of beneficial interest) in other REITs, any stock or debt instrument attributable to the investment of the proceeds of a stock offering or a public offering of debt with a term of at least five years (but only for the one-year period beginning on the date the REIT receives such proceeds), debt instruments of publicly offered REITs and personal property leased in connection with a lease of real property for which the rent attributable to personal property is not greater than 15% of the total rent received under the lease.
Second, not more than 25% of the value of our total assets may be represented by securities (including securities of taxable REIT subsidiaries), other than those securities includable in the 75% asset test.
Third, of the investments included in the 25% asset class, and except for certain investments in other REITs, our qualified REIT subsidiaries and taxable REIT subsidiaries, the value of any one issuer’s securities may not exceed 5% of the value of our total assets, , and we may not own more than 10% of the total vote or value of the outstanding securities of any one issuer. Certain types of securities we may own are disregarded as securities solely for purposes of the 10% value test, including, but not limited to, securities satisfying the “straight debt” safe harbor, securities issued by a partnership that itself would satisfy the 75% income test if it were a REIT, any loan to an individual or an estate, any obligation to pay rents from real property and any security issued by a REIT. In addition, solely for purposes of the 10% value test, the determination of our interest in the assets of a partnership in which we own an interest will be based on our proportionate interest in any securities issued by the partnership, excluding for this purpose certain securities described in the Code. From time to time we may own securities (including debt securities) of issuers that do not qualify as a REIT, a qualified REIT subsidiary or a taxable REIT subsidiary. We intend that our ownership of any such securities will be structured in a manner that allows us to comply with the asset tests described above.
Fourth, not more than 20% (25% for taxable years beginning after July 30, 2008 and before January 1, 2018) of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries. We currently own 100% of the stock of certain corporations that have

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elected, together with us, to be treated as our taxable REIT subsidiaries, and we may acquire securities in additional taxable REIT subsidiaries in the future. So long as each of these companies qualifies as a taxable REIT subsidiary of ours, we will not be subject to the 5% asset test, the 10% voting securitiespower limitation or the 10% value limitation with respect to our ownership of the securities of such companies. We believe that the aggregate value of our taxable REIT subsidiaries has not exceeded, and in the future will not exceed, 20% (25% for taxable years beginning after July 30, 2008 and before January 1, 2018) of the aggregate value of our gross assets. We generally do not obtain independent appraisals to support these conclusions. In addition, there can be no assurance that the IRS will not disagree with our determinations of value.
Fifth, not more than 25% of the value of our total assets may be represented by debt instruments of publicly offered REITs to the extent those debt instruments would not be real estate assets but for the inclusion of debt instruments of publicly offered REITs in the meaning of real estate assets, as described above (e.g., a debt instrument issued by a publicly offered REIT that is not secured by a mortgage on real property).
The asset tests must be satisfied at the close of each calendar quarter of our taxable year in which we (directly or through ourany qualified REIT subsidiariessubsidiary or partnerships)partnership) acquire securities in the applicable issuer, and also at the close of each calendar quarter in which we increase our ownership of securities of such issuer (including as a result of an increase in our interest in any partnership that owns such securities). For example,

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our indirect ownership of securities of each issuer may increase as a result of our capital contributions to, or the redemption of other partners’ interests in, a partnership in which we have an ownership interest. Also, after initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If we fail to satisfy an asset test because we acquire securities or other property during a quarter (including as a result of an increase in our interest in any partnership), we may cure this failure by disposing of sufficient nonqualifying assets within 30 days after the close of that quarter. We believe that we have maintained, and we intend to maintain, adequate records of the value of our assets to ensure compliance with the asset tests. If we fail to cure any noncompliance with the asset tests within the 30-day cure period, we would cease to qualify as a REIT unless we are eligible for certain relief provisions discussed below.
Certain relief provisions may be available to us if we discover a failure to satisfy the asset tests described above after the 30-day cure period. Under these provisions, we will be deemed to have met the 5% and 10% asset tests if the value of our nonqualifying assets (i) does not exceed the lesser of (a) 1% of the total value of our assets at the end of the applicable quarter or (b) $10,000,000, and (ii) we dispose of the nonqualifying assets or otherwise satisfy such tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury Regulations to be issued. For violations of any of the asset tests due to reasonable cause and not due to willful neglect and that are, in the case of the 5% and 10% asset tests, in excess of the de minimis exception described above, we may avoid disqualification as a REIT after the 30-day cure period by taking steps including (i) the disposition of sufficient nonqualifying assets, or the taking of other actions, which allow us to meet the asset tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury Regulations to be issued, (ii) paying a tax equal to the greater of (a) $50,000 or (b) the U.S. federal corporate income tax rate multiplied by the net income generated by the nonqualifying assets, and (iii) disclosing certain information to the IRS.
Although we believe we have satisfied the asset tests described above and plan to take steps to ensure that we satisfy such tests for any quarter with respect to which retesting is to occur, there can be no assurance that we will always be successful, or will not require a reduction in our overall interest in an issuer (including in a taxable REIT subsidiary). If we fail to cure any noncompliance with the asset tests in a timely manner, and the relief provisions described above are not available, we would cease to qualify as a REIT. See “— Failure to Qualify.Qualify.
Annual Distribution Requirements
To maintain our qualification as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders each year in an amount at least equal to the sum of:

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90% of our REIT taxable income; and

90% of our after-tax net income, if any, from foreclosure property; minus

the excess of the sum of certain items of non-cash income over 5% of our REIT taxable income.
For these purposes, our REIT taxable income is computed without regard to the dividends paid deduction and our net capital gain. In addition, for purposes of this test, non-cash income generally means income attributable to leveled stepped rents, original issue discount, cancellation of indebtedness or a like-kind exchange that is later determined to be taxable.
In addition, our REIT taxable income will be reduced by any taxes we are required to pay on any gain we recognize from the disposition of any asset we acquired from a corporation that is or has been a C corporation in a transaction in which our tax basis in the asset is less than the fair market value of the asset, in each case determined as of the date on which we acquired the asset, within the five-year period following our acquisition of such asset, as described above under “— General.General.
For taxable years beginning after December 31, 2017, and exceptExcept as provided below, a taxpayer’s deduction for net business interest expense will generally be limited to 30% of its taxable income, as adjusted for certain items of income, gain, deduction or loss. For any taxable year beginning in 2019 or 2020, the 30% limitation has been increased to a 50% limitation, provided that for partnerships the 50% limitation applies for any taxable year beginning in 2020 only. Taxpayers may elect to use their 2019 adjusted taxable income for

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purposes of computing their 2020 limitation. Any business interest deduction that is disallowed due to this limitation may be carried forward to future taxable years, subject to special rules applicable to partnerships. If we or any of our subsidiary partnerships are subject to this interest expense limitation, our REIT taxable income for a taxable year may be increased. Taxpayers that conduct certain real estate businesses may elect not to have this interest expense limitation apply to them, provided that they use an alternative depreciation system to depreciate certain property. We believe that we or any of our subsidiary partnerships that are subject to this interest expense limitation will be eligible to make this election. If such election is made, although we or such subsidiary partnership, as applicable, would not be subject to the interest expense limitation described above, depreciation deductions may be reduced and, as a result, our REIT taxable income for a taxable year may be increased.
We generally must pay, or be treated as paying, the distributions described above in the taxable year to which they relate. At our election, a distribution will be treated as paid in a taxable year if it is declared before we timely file our tax return for such year and paid on or before the first regular dividend payment after such declaration, provided such payment is made during the 12-month period following the close of such year. These distributions are treated as received by our stockholders in the year in which they are paid. This is so even though these distributions relate to the prior year for purposes of the 90% distribution requirement. In order to be taken into account for purposes of our distribution requirement, except as provided below, the amount distributed must not be preferential — i.e., every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may be treated other than according to its dividend rights as a class. This preferential dividend limitation will not apply to distributions made by us, provided we qualify as a “publicly offered REIT.” We believe that we are, and expect we will continue to be, a “publicly offered REIT.” To the extent that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be required to pay regular U.S. federal corporate income tax on the undistributed amount. We believe that we have made, and we intend to continue to make, timely distributions sufficient to satisfy these annual distribution requirements and to minimize our corporate tax obligations.
We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt or for other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends in the form of taxable stock distributions in order to meet the distribution requirements, while preserving our cash.
Under some circumstances, we may be able to rectify an inadvertent failure to meet the 90% distribution requirement for a year by paying “deficiency dividends” to our stockholders in a later year, which may be

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included in our deduction for dividends paid for the earlier year. In that case, we may be able to avoid being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described below. However, we will be required to pay interest to the IRS based upon the amount of any deduction claimed for deficiency dividends. While the payment of a deficiency dividend will apply to a prior year for purposes of our REIT distribution requirements, it will be treated as an additional distribution to our stockholders in the year such dividend is paid.
Furthermore, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of 85% of our ordinary income for such year, 95% of our capital gain net income for the year and any undistributed taxable income from prior periods. Any ordinary income and net capital gain on which U.S. federal corporate income tax is imposed for any year is treated as an amount distributed during that year for purposes of calculating this excise tax.
For purposes of the 90% distribution requirement and excise tax described above, dividends declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year, will be treated as paid by us and received by our stockholders on December 31 of the year in which they are declared.

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Like-Kind Exchanges
We may dispose of real property that is not held primarily for sale in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to pay U.S. federal income tax, possibly including the 100% prohibited transaction tax, or deficiency dividends, depending on the facts and circumstances surrounding the particular transaction.
Tax Liabilities and Attributes Inherited in Connection with the Merger and Other Acquisitions
We or one of our subsidiaries may from time to time acquire other REITs through a merger or acquisition, including our acquisition of VEREITSpirit pursuant to the Merger. If VEREITSpirit or any other such REIT failed to qualify as a REIT for any of its taxable years, such REIT would be liable for (and we or our subsidiary, as applicable, as the surviving corporation in the merger or acquisition, would be obligated to pay) regular U.S. federal corporate income tax on its taxable income for such taxable years. In addition, if such REIT was a C corporation at the time of the merger or acquisition, the tax consequences described in the following paragraph generally would apply. If such REIT failed to qualify as a REIT for any of its previous taxable years, but qualified as a REIT at the time of such merger or acquisition, and we acquired such REIT’s assets in a transaction in which our tax basis in the assets of such REIT is determined, in whole or in part, by reference to such REIT’s tax basis in such assets, we generally would be subject to tax on the built-in gain on each asset of such REIT as described below if we were to dispose of the asset in a taxable transaction during the five-year period following such REIT’s requalification as a REIT, subject to certain exceptions. Moreover, even if such REIT qualified as a REIT at all relevant times, we would similarly be liable for other unpaid taxes (if any) of such REIT (such as the 100% tax on gains from any sales treated as “prohibited transactions” as described above under “— Prohibited Transaction Income”Income).
From time to time, we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historical tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within five years of the acquisition, we could be required to pay the built-in gain tax described above under “— General.General.” In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity.
Furthermore, after our acquisition of another corporation or entity, the asset and income tests will apply to all of our assets, including the assets we acquire from such corporation or entity, and to all of our income, including the income derived from the assets we acquire from such corporation or entity. As a result,

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the nature of the assets that we acquire from such corporation or entity and the income we derive from those assets may have an effect on our tax status as a REIT.
Foreclosure Property
The foreclosure property rules permit us (by our election) to foreclose or repossess properties without being disqualified as a REIT as a result of receiving income that does not qualify under the gross income tests. However, in such a case, we would be subject to the U.S. federal corporate income tax on the net non-qualifying income from the “foreclosure property,” and the after-tax amount would increase the dividends we would be required to distribute to stockholders. See “— Annual Distribution Requirements.Requirements.” This corporate tax would not apply to income that qualifies under the REIT 75% income test.
Foreclosure property treatment is generally available for an initial period of three years and may, in certain circumstances, be extended for an additional three years. However, foreclosure property treatment will end on the first day on which we enter into a lease of the applicable property that will give rise to income that does not qualify under the REIT 75% income test, but will not end if the lease will give rise only to qualifying income under such test. Foreclosure property treatment also will end if any construction takes place on the property (other than completion of a building or other improvement that was more than 10% complete before default became imminent).

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Failure to Qualify
If we discover a violation of a provision of the Code that would result in our failure to qualify as a REIT, certain specified cure provisions may be available to us. Except with respect to violations of the gross income tests and asset tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions generally impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to satisfy the requirements for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be required to pay regular U.S. federal corporate income tax, including any applicable alternative minimum tax, for taxable years beginning before January 1, 2018, on our taxable income. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us. As a result, we anticipate that our failure to qualify as a REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our stockholders and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. Non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations. If we fail to qualify as a REIT, such stockholders may not claim this deduction with respect to dividends paid by us. Unless entitled to relief under specific statutory provisions, we would also be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.
Tax Aspects of the Subsidiary Partnerships and the Limited Liability Companies
General
From time to time, we may own, directly or indirectly, interests in various partnerships and limited liability companies. We expect these will be treated as partnerships or disregarded entities for U.S. federal income tax purposes. In general, entities that are treated as partnerships or disregarded entities for U.S. federal income tax purposes are “pass-through” entities which are not required to pay U.S. federal income tax. Rather, partners of such partnerships are allocated their shares of the items of income, gain, loss, deduction and credit of the partnership, and are potentially required to pay tax on this income, without regard to whether they receive a distribution from the partnership. We will include in our income our share of these partnership items for purposes of the various gross income tests, the computation of our REIT taxable

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income and the REIT distribution requirements. Moreover, for purposes of the asset tests, we will include our pro rata share of assets held by these partnerships, based on our capital interests in each such entity. See “— Taxation of Realty Income — Ownership of Interests in Partnerships, Limited Liability Companies and Qualified REIT Subsidiaries.Subsidiaries.” A disregarded entity is not treated as a separate entity for U.S. federal income tax purposes, and all assets, liabilities and items of income, gain, loss, deduction and credit of a disregarded entity are treated as assets, liabilities and items of income, gain, loss, deduction and credit of its parent that is not a disregarded entity for all purposes under the Code, including all REIT qualification tests.
Entity Classification
Our interests in the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as partnerships or disregarded entities for U.S. federal income tax purposes. For example, an entity that would otherwise be treated as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership” and certain other requirements are met. A partnership would be treated as a publicly traded partnership if its interests are traded on an established securities market or are readily tradable on a secondary market or a substantial equivalent thereof, within the meaning of applicable Treasury Regulations. We do not anticipate that any subsidiary partnership will be treated as a publicly traded partnership that is taxable as a corporation. However, if any such entity were treated as a corporation, it would be required to pay an entity-level tax on its income. In this situation, the character of our assets and items of gross income would change and could prevent us from satisfying the REIT asset tests and possibly

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the REIT income tests. See “— Taxation of Realty Income — Asset Tests”Tests and “— Income Tests.Tests.” This, in turn, could prevent us from qualifying as a REIT. See “— Taxation of Realty Income — Failure to Qualify”Qualify for a discussion of the effect of our failure to meet these tests. In addition, a change in the tax status of a subsidiary treated as a partnership or disregarded entity to a corporation might be treated as a taxable event. If so, we might incur a tax liability without any related cash payment. We believe that each of our partnerships and limited liability companies are and will continue to be treated as partnerships or disregarded entities for U.S. federal income tax purposes.
Allocations of Items of Income, Gain, Loss and Deduction
A partnership agreement (or, in the case of a limited liability company treated as a partnership for U.S. federal income tax purposes, the limited liability company agreement) generally will determine the allocation of income and loss among partners. These allocations, however, will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury Regulations thereunder. Generally, Section 704(b) of the Code and the Treasury Regulations thereunder require that partnership allocations respect the economic arrangement of the partners. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. We intend that the allocations of taxable income and loss in each of the partnerships in which we own an interest from time to time comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder.
Tax Allocations With Respect to the Properties
Under Section 704(c) of the Code, items of income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value or book value and the adjusted tax basis of the contributed property at the time of contribution (this difference is referred to as a book-tax difference), as adjusted from time to time. These allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. Some of the partnerships in which we own an interest were formed by way of contributions of appreciated property. The relevant partnership and/or limited liability company

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agreements require that allocations be made in a manner consistent with Section 704(c) of the Code. Under Section 704(c) of the Code we could be allocated less depreciation or more gain on sale with respect to a contributed property than the amounts that would have been allocated to us if we had instead acquired the contributed property with an initial tax basis equal to its fair market value. Such allocations might adversely affect our ability to comply with the REIT distribution requirements. See “— Taxation of Realty Income — Requirements for Qualification as a REIT”REIT and “— Taxation of Realty Income — Annual Distribution Requirements.Requirements.
Any property acquired by a subsidiary partnership in a taxable transaction will initially have a tax basis equal to its fair market value, and Section 704(c) of the Code generally will not apply.
Partnership Audit Rules
The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal incomeUnder current tax audits of partnerships. Under the new rules (which are generally effective for taxable years beginning after December 31, 2017), among other changes andlaw, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest or penalties attributable thereto are assessed and collected, at the partnership level. It is possible that these rules could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Investors are urged to consult their tax advisors with respect to these rules and their potential impact on their ownership of our common stock.

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Material U.S. Federal Income Tax Consequences to Holders of Our Common Stock
The following discussion is a summary of the material U.S. federal income tax consequences to U.S. holders and non-U.S. holders of owning and disposing of our common stock. The rules governing U.S. federal income taxation of holders owning and disposing of our common stock.stock are complex. This section is only a summary of such rules. We urge holders to consult their tax advisors to determine the impact of U.S. federal, state and local income tax laws on ownership of our common stock, including any reporting requirements.
Taxation of Taxable U.S. Holders of Our Common Stock
Distributions Generally
Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and certain amounts which have previously been subject to corporate level tax, as discussed below, will be taxable to our taxable U.S. holders as ordinary income when actually or constructively received. See “— Tax Rates”Rates below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations or, except to the extent described in “— Tax Rates”Rates below, the preferential rates on qualified dividend income applicable to non-corporate U.S. holders, including individuals. For purposes of determining whether distributions to holders of our common stock are out of our current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock, if any, and then to our outstanding common stock.
To the extent that we make distributions on our common stock in excess of our current and accumulated earnings and profits allocable to such stock, these distributions will be treated first as a tax-free return of capital to a U.S. holder to the extent of the U.S. holder’s adjusted tax basis in such shares of stock. This treatment will reduce the U.S. holder’s adjusted tax basis in such shares of stock by thesuch amount, of the excess of the distribution over our current and accumulated earnings and profits allocable to such stock, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s adjusted tax basis in its shares will be taxable as capital gain. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November or December of any year and which are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. U.S. holders may not include in their own income tax returns any of our net operating losses or capital losses.

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Capital Gain Dividends
Dividends that we properly designate as capital gain dividends will generally be taxable to our taxable U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that such gain does not exceed our actual net capital gain for the taxable year and may not exceed our dividends paid for the taxable year, including dividends paid the following year that are treated as paid in the current year. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income. If we properly designate any portion of a dividend as a capital gain dividend, then, except as otherwise required by law, we presently intend to allocate a portion of the total capital gain dividends paid or made available to holders of all classes of our capital stock for the year to the holders of each class of our capital stock in proportion to the amount that our total dividends, as determined for U.S. federal income tax purposes, paid or made available to the holders of each such class of our capital stock for the year bears to the total dividends, as determined for U.S. federal income tax purposes, paid or made available to holders of all classes of our capital stock for the year. In addition, except as otherwise required by law, we will make a similar allocation with respect to any undistributed long-term capital gains which are to be included in our stockholders’ long-term capital gains, based on the allocation of the capital gain amount which would have resulted if those undistributed long-term capital gains had been distributed as “capital gain dividends” by us to our stockholders.
Retention of Net Capital Gains
We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we

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so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted accordingly, and a U.S. holder generally would:

include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable;

be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain;

receive a credit or refund for the amount of tax deemed paid by it;

increase the adjusted tax basis of its common stock by the difference between the amount of includable gains and the tax deemed to have been paid by it; and

in the case of a U.S. holder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations to be promulgated by the IRS.
Passive Activity Losses and Investment Interest Limitations
Distributions we make and gain arising from the sale or exchange of our common stock by a U.S. holder will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any “passive losses” against this income or gain. A U.S. holder generally may elect to treat capital gain dividends, capital gains from the disposition of our common stock and income designated as qualified dividend income, as described in “— Tax Rates”Rates below, as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions made by us, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.
Dispositions of Our Common Stock
If a U.S. holder sells or disposes of shares of our common stock, it will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the holder’s adjusted tax basis in the shares. This gain or loss, except as provided below, will be long-term capital gain or loss if the holder has held such common stock for more than one year. However, if a U.S. holder recognizes a loss upon the sale or other disposition of common stock that it has held for six months or less, after applying certain holding

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period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received distributions from us which were required to be treated as long-term capital gains. The deductibility of capital losses is subject to limitations.
Tax Rates
The maximum tax rate for non-corporate taxpayers for (1) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (2) “qualified dividend income” generally is 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable year). Capital gain dividends will only be eligible for the rates described above to the extent that they are properly designated by the REIT as “capital gain dividends.” U.S. holders that are corporations may be required to treat up to 20% of some capital gain dividends as ordinary income. In addition, non-corporate U.S. holders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations.

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Taxation of Tax-Exempt Holders of Our Common Stock
Dividend income from us and gain arising upon a sale of shares of our common stock generally should not be unrelated business taxable income (“UBTI”), to a tax-exempt holder, except as described below. This income or gain will be UBTI, however, to the extent a tax-exempt holder holds its shares as “debt-financed property” within the meaning of the Code. Generally, “debt-financed property” is property the acquisition or holding of which was financed through a borrowing by the tax-exempt holder.
For tax-exempt holders that are social clubs, voluntary employee benefit associations or supplemental unemployment benefit trusts exempt from U.S. federal income taxation under Sections 501(c)(7), (c)(9) or (c)(17) of the Code, respectively, income from an investment in our shares will constitute UBTI unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.
Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” may be treated as UBTI as to certain trusts that hold more than 10%, by value, of the interests in the REIT. A REIT will not be a “pension-held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with respect to certain trusts or if such REIT is not “predominantly held” by “qualified trusts.” As a result of restrictions on ownership and transfer of our stock contained in our charter, we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described above should be inapplicable to our holders. However, because our common stock is (and, we anticipate, will continue to be) publicly traded, we cannot guarantee that this will always be the case.
Taxation of Non-U.S. Holders of Our Common Stock
The following discussion addresses the rules governing U.S. federal income taxation of the ownership and disposition of our common stock by non-U.S. holders. These rules are complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation and does not address other federal, state, local or non-U.S. tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances. We urge non-U.S. holders to consult their tax advisors to determine the impact of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable tax treaty on the acquisition, ownership and disposition of shares of our common stock, including any reporting requirements.

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Distributions Generally
Distributions (including any taxable stock distributions) that are neither attributable to gains from sales or exchanges by us of USRPIsUnited States real property interests (“USRPIs”) nor designated by us as capital gain dividends (except as described below) will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. Such distributions ordinarily will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable). Under certain treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT. Certain certification and disclosure requirements must be satisfied for a non-U.S. holder to be exempt from withholding under the effectively connected income exemption. Dividends that are treated as effectively connected with a U.S. trade or business generally will not be subject to withholding but will be subject to U.S. federal income tax on a net basis at the regular rates, in the same manner as dividends paid to U.S. holders are subject to U.S. federal income tax. Any such dividends received by a non-U.S. holder that is a corporation may also be subject to an additional branch profits tax at a 30% rate (applicable after deducting U.S. federal income taxes paid on such effectively connected income) or such lower rate as may be specified by an applicable income tax treaty.
Except as otherwise provided below, we expect to withhold U.S. federal income tax at the rate of 30% on any distributions made to a non-U.S. holder unless:
(1)
a lower treaty rate applies and the non-U.S. holder furnishes an IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced treaty rate; or

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(2)
the non-U.S. holder furnishes an IRS Form W-8ECI (or other applicable documentation) claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business.
Distributions in excess of our current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that such distributions do not exceed the adjusted tax basis of the holder’s common stock, but rather will reduce the adjusted tax basis of such stock. To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such common stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. However, such excess distributions may be treated as dividend income for certain non-U.S. holders. For withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits. However, amounts withheld may be refundable if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits, provided that certain conditions are met.
Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of United States Real Property Interests
Distributions to a non-U.S. holder that we properly designate as capital gain dividends, other than those arising from the disposition of a USRPI, generally should not be subject to U.S. federal income taxation, unless:
(1)
the investment in our common stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to a branch profits tax of up to 30%, as discussed above; or
(2)
the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses

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of such non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Pursuant to the Foreign Investment in Real Property Tax Act, which is referred to as “FIRPTA,” distributions to a non-U.S. holder that are attributable to gain from sales or exchanges by us of USRPIs, whether or not designated as capital gain dividends, will cause the non-U.S. holder to be treated as recognizing such gain as income effectively connected with a U.S. trade or business. Non-U.S. holders generally would be taxed at the regular rates applicable to U.S. holders, subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. We also will be required to withhold and to remit to the IRS 21% of any distribution to non-U.S. holders attributable to gain from sales or exchanges by us of USRPIs. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a non-U.S. holder that is a corporation. The amount withheld is creditable against the non-U.S. holder’s U.S. federal income tax liability. However, any distribution with respect to any class of stock that is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market located in the United States is not subject to FIRPTA, and therefore, not subject to the 21% U.S. withholding tax described above, if the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution. Instead, such distributions generally will be treated as ordinary dividend distributions and subject to withholding in the manner described above with respect to ordinary dividends. In addition, distributions to certain non-U.S. publicly traded shareholders that meet certain record-keeping and other requirements (“qualified shareholders”) are exempt from FIRPTA, except to the extent owners of such qualified shareholders that are not also qualified shareholders own, actually or constructively, more than 10% of our capital stock. Furthermore, distributions to certain “qualified foreign pension funds” or entities all of the interests of which are held by such “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

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Retention of Net Capital Gains
Although the law is not clear on the matter, it appears that amounts we designate as retained net capital gains in respect of our common stock should be treated with respect to non-U.S. holders as actual distributions of capital gain dividends. Under this approach, the non-U.S. holders may be able to offset as a credit against their U.S. federal income tax liability their proportionate share of the tax paid by us on such retained net capital gains and to receive from the IRS a refund to the extent their proportionate share of such tax paid by us exceeds their actual U.S. federal income tax liability. If we were to designate any portion of our net capital gain as retained net capital gain, non-U.S. holders should consult their tax advisors regarding the taxation of such retained net capital gain.
Sale of Our Common Stock
Gain realized by a non-U.S. holder upon the sale, exchange or other taxable disposition of our common stock generally will not be subject to U.S. federal income tax unless such stock constitutes a USRPI. In general, stock of a domestic corporation that constitutes a “United States real property holding corporation,” or USRPHC, will constitute a USRPI. We believe that we are a USRPHC. Our common stock will not, however, constitute a USRPI so long as we are a “domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly or indirectly by non-United States persons, subject to certain rules. For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a United States person unless the REIT has actual knowledge that such person is not a United States person. Proposed Treasury Regulations, if finalized, would provide additional guidance for determining whether a REIT is a domestically controlled qualified investment entity and clarify, among other things, that ownership by non-U.S. persons (other than persons treated as United States persons as described in the preceding sentence) will be determined by looking through pass-through entities and certain U.S. corporations. We believe, but cannot guarantee, that we are a “domestically controlled qualified investment entity.” Because our common stock is (and, we anticipate, will continue to be) publicly traded, no assurance can be given that we will continue to be a “domestically controlled qualified investment entity.”

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Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our common stock, gain realized from the sale or other taxable disposition by a non-U.S. holder of such capital stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if:
(1)
our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as the New York Stock Exchange; and
(2)
such non-U.S. holder owned, actually and constructively, 10% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.
In addition, dispositions of our common stock by qualified shareholders are exempt from FIRPTA, except to the extent owners of such qualified shareholders that are not also qualified shareholders own, actually or constructively, more than 10% of our capital stock. Furthermore, dispositions of our capital stock by certain “qualified foreign pension funds” or entities all of the interests of which are held by such “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.
Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our common stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (a) the investment in our common stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (b) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. In addition, even if we are a domestically controlled qualified investment

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entity, upon disposition of our capital stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (1) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1), unless such stock is “regularly traded” and the non-U.S. holder did not own more than 10% of the stock at any time during the one-year period ending on the date of the distribution described in clause (1).
If gain on the sale, exchange or other taxable disposition of our common stock were subject to taxation under FIRPTA, the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if the sale, exchange or other taxable disposition of our common stock were subject to taxation under FIRPTA, and if shares of our common stock were not “regularly traded” on an established securities market, the purchaser of such common stock generally would be required to withhold and remit to the IRS 15% of the purchase price.
Information Reporting and Backup Withholding
U.S. Holders
A U.S. holder may be subject to information reporting and backup withholding when such holder receives payments on our common stock or proceeds from the sale or other taxable disposition of such

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stock. Certain U.S. holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is not otherwise exempt and:

the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;

the holder furnishes an incorrect taxpayer identification number;

the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or

the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
Non-U.S. Holders
Payments of dividends on our common stock generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our common stock to the non-U.S. holder, regardless of whether such distributions constitute a dividend or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of such stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of such stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

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Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Medicare Contribution Tax on Unearned Income
Certain U.S. holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends on stock and capital gains from the sale or other disposition of stock, subject to certain limitations. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership and disposition of our common stock.
Additional Withholding Tax on Payments Made to Foreign Accounts
Withholding taxes may be imposed under FATCASections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on our common stock or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of our common stock, in each case paid

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to a “foreign financial institution” or a “non-financial foreign entity” ​(each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” ​(as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each​(each as defined in the Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we may treat the entire distribution as a dividend.
Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their ownership of our common stock.
Other Tax Consequences
State, local and non-U.S. income tax laws may differ substantially from the corresponding U.S. federal income tax laws, and this discussion does not purport to describe any aspect of the tax laws of any state, local or non-U.S. jurisdiction, or any U.S. federal tax other than the income tax. You should consult your tax advisor regarding the effect of state, local and non-U.S. tax laws with respect to our tax treatment as a REIT and on the ownership and disposition of our common stock.
 
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THE REALTY INCOMESPIRIT SPECIAL MEETING
Date, Time and Place
The Realty IncomeSpirit special meeting will be held virtually at www.proxydocs.com/SRC at 9:00 a.m., at             PacificCentral Time on , 2021.January 19, 2024.
The Spirit special meeting will be held in a virtual-only format conducted via live audio webcast. To attend the Spirit special meeting, you must register prior to the start of the Spirit special meeting at www.proxydocs.com/SRC and enter the unique control number included on your voting instruction form or proxy card. After completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Spirit special meeting and to vote and submit questions during the Spirit special meeting.
Spirit has retained Mediant, a BetaNXT business, to host the live webcast of the Spirit special meeting. You may call the technical support number that will be available in the instructional email you receive after completing your registration for the Spirit special meeting if you encounter any technical difficulty logging-in or otherwise accessing the Spirit special meeting.
Purpose of the Realty IncomeSpirit Special Meeting
At the Realty IncomeSpirit special meeting, Realty Income stockholdersholders of Spirit common stock will be asked to consider and vote upon the following matters:

the Realty Income IssuanceMerger Proposal;

the Compensation Proposal; and

the Realty Income Adjournment Proposal, if necessary.Proposal.
Recommendation of the Realty IncomeSpirit Board of Directors
The Realty IncomeSpirit board of directors unanimously has determined that the Merger Agreement and the transactions contemplated bythereby, including the Merger, Agreement are advisable and in the best interests of Realty IncomeSpirit and its stockholders and has unanimously approved the Merger Agreement and the Realty Income Issuance Proposal.transactions contemplated thereby, including the Merger.
The Realty IncomeSpirit board of directors unanimously recommends that holders of Realty IncomeSpirit common stock vote “FOR” the Realty Income IssuanceMerger Proposal, “FOR” the Compensation Proposal and “FOR” the Realty Income Adjournment Proposal.
Realty Income Record Date; Stock Entitled to Vote
Only holders of record of shares of Realty IncomeSpirit common stock at the close of business on , 2021,December 19, 2023, the record date for the Realty IncomeSpirit special meeting, will be entitled to notice of, and to vote at, the Realty IncomeSpirit special meeting or any adjournments or postponements thereof. You mayEach share of Spirit common stock is entitled to cast one vote for each shareon all matters that come before the Spirit special meeting.
As of Realty IncomeDecember 14, 2023, there were 141,552,606 shares of Spirit common stock that you owned on the record date.outstanding.
On the record date, there were             sharesAs of Realty Income common stock outstanding and entitled to vote at the Realty Income special meeting.
On the record date, approximately    %December 14, 2023, less than 1% of the outstanding shares of Realty IncomeSpirit common stock were held by Realty IncomeSpirit directors and executive officers and their respective affiliates. Realty IncomeSpirit currently expects that the directors and executive officers of Realty IncomeSpirit will vote their shares in favor of the Realty Income Issuance Proposal,proposal to approve the Merger, although none has entered into any agreements obligating them to do so.
Quorum
Stockholders who holdThe holders of a majority of the total number ofoutstanding shares of Realty IncomeSpirit common stock issued and outstandingas of the close of business on the record dateDecember 19, 2023 must be present at the Spirit special meeting or represented by proxy to constitute a quorum to transact business at the Realty IncomeSpirit special meeting. All shares of Realty Income common stock represented at the Realty Income special meeting, including abstentionsStockholders who abstain from voting and broker non-votes (shares held by a broker, bank or nominee that are represented at the meeting, but with respect to which the broker, bank or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal), will be treated as presentcounted for purposes of determining the presence or absence ofestablishing a quorum at the Realty Income special meeting.
Required Vote
The Realty Income Issuance Proposal requires the affirmative vote of the majority of the votes cast by Realty Income common stockholders, in person or by proxy, at the Realty Income special meeting, assumingquorum. A broker non-vote occurs when a quorum is present. Approval of the Realty Income Adjournment Proposal requires the affirmative vote of the majority of the votes cast by Realty Income common stockholders, in person or by proxy, at the Realty Income special meeting, assuming a quorum is present. If a quorum is not present, the chairman of the Realty Income special meeting may adjourn the Realty Income special meeting.beneficial
 
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owner does not provide voting instructions to the beneficial owner’s broker or custodian with respect to a proposal on which the broker or custodian does not have discretionary authority to vote.
Required Vote
Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit common stock. The approval of the Realty Income IssuanceCompensation Proposal and the Adjournment Proposal require the affirmative vote of the holders of a majority of the votes cast by holders of Spirit common stock, in person (virtually) or by proxy, at the Spirit special meeting, assuming a quorum is present; however, the vote on the Compensation Proposal is nonbinding and advisory only.
The approval of the Merger Proposal is a condition to the completion of the Mergers.
Realty Income stockholders do not need to take any action at the Realty Income special meeting relating to the Spin-Off.Merger.
Abstentions and Broker Non-Votes
If you are a Realty IncomeSpirit stockholder and fail to vote, or fail to instruct your broker, bank or nominee to vote, it will have no effect on the Realty Income Issuance Proposal or the Realty Income Adjournment Proposal, assuming a quorum is present. If you are a Realty Income stockholder and abstain from voting, it will have the same effect as a vote against the Realty Income IssuanceMerger Proposal, assuming a quorum is present, and it will have no effect on the Realty IncomeCompensation Proposal or the Adjournment Proposal, in each case, assuming a quorum is present. Although abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present to organizeconvene the Realty IncomeSpirit special meeting, they will not be counted as present, represented by proxy orvotes cast for purposes of determining whether the requisite vote to approve any of such proposalproposals has been obtained. Abstentions
Virtually Attending the Spirit Special Meeting
If you wish to virtually attend the Spirit special meeting via the Spirit special meeting website, you must (i) be a Spirit stockholder of record at the close of business on December 19, 2023, (ii) hold your shares of Spirit common stock beneficially in the name of a broker, bank or other nominee as of the record date or (iii) hold a valid proxy for the Spirit special meeting.
To attend the Spirit special meeting, you must register prior to the start of the Spirit special meeting at www.proxydocs.com/SRC and enter the unique control number included on your voting instruction form or proxy card. After completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Spirit special meeting and to vote and submit questions during the Spirit special meeting. If you hold your shares of Spirit common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend and vote at the Spirit special meeting via the Spirit special meeting website, you must provide a legal proxy from your bank, broker or other nominee during registration to obtain a virtual control number. If you are unable to obtain a legal proxy from your bank, broker or other nominee, you will be able to register to attend the Spirit special meeting, but may not vote your shares at the Spirit special meeting.
If you plan to virtually attend and vote at the Spirit special meeting via the Spirit special meeting website, Spirit still encourages you to submit your voting instructions in advance by the Internet, telephone or by mail so that your vote will be counted as present for purposes of determining whether a quorum is presenteven if you later decide not to organizevirtually attend the Realty IncomeSpirit special meeting and they will havevia the same effect a vote against for purposes of determining whetherSpirit special meeting website. Submitting your proxy by the requisite vote to approve the Realty Income Issuance Proposal has been obtained, but theyInternet, telephone or mail will not be counted as alimit your right to virtually attend and vote cast for purposes of determining whetherat the requisite voteSpirit special meeting via the Spirit special meeting website if you later decide to approve the Realty Income Adjournment Proposal has been obtained.do so.
Shares Held in Street Name
If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Realty IncomeSpirit or by voting in personvirtually at the Realty IncomeSpirit special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. Further, brokers, banks orand nominees who hold shares of Realty IncomeSpirit common stock on behalf of their customers may not give a proxy to Realty IncomeSpirit to vote those shares without specific instructions from their customers.

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If you are a Realty IncomeSpirit stockholder and you do not instruct your broker, bank or nominee to vote, your broker, bank or nominee will not be prohibited from votingpermitted to vote those shares, onwhich will have the Realty Income Issuance Proposal or the Realty Income Adjournment Proposal, but those non-votes, if any, will be present for purposes of determining a quorum but have no effect on the Realty Income Issuance Proposal or the Realty Income Adjournment Proposal.as described above under “— Abstentions and Broker Non-Votes.”
Voting of Proxies
A proxy card is enclosed for your use. Realty IncomeSpirit requests that you sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting proxiesInternet by telephone or throughfollowing the Internet areinstructions set forth on the enclosed proxy card.card and submitting your vote by the conclusion of voting at the Spirit special meeting. When the accompanying proxy is returned properly executed, the shares of Realty IncomeSpirit common stock represented by it will be voted at the Realty IncomeSpirit special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.
If a proxy is signed and returned without an indication as to how the shares of Realty IncomeSpirit common stock represented by the proxy are to be voted with regard to a particular proposal, the Realty Incomeshares of Spirit common stock represented by the proxy will be voted in favor of each such proposal. Atproposal, as applicable. As of the date hereof, Realty Income’sthe management of Spirit has no knowledge of any business that will be presented for consideration at the Realty IncomeSpirit special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Stockholders of Realty Income.Spirit. In accordance with the Realty Income Bylawsamended and Maryland law,restated bylaws of Spirit (the “Spirit Bylaws”) and the MGCL, business transacted at the Realty IncomeSpirit special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the Realty IncomeSpirit special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter.

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Your vote is important.   important. Accordingly, please sign and return the enclosed proxy card or submit your voting instructions in advance by the Internet or telephone, whether or not you plan to attend the Realty IncomeSpirit special meeting in person.virtually.
Revocability of Proxies or Voting Instructions
If you are a holder of record of Realty Incomeshares of Spirit common stock on the record date for the Realty IncomeSpirit special meeting, you have the power to revoke your proxy at any time before your proxy is voted at the Realty IncomeSpirit special meeting. You can revoke your proxy in one of three ways:

you can send a signed notice of revocation;

you can grant a new, valid proxy bearing a later date; or

if you are a holder of record, you can attend the Realty IncomeSpirit special meeting and vote in person,virtually, which will automatically cancel any proxy previously given, or you can revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.
If you choose either of the first two methods, your notice of revocation or your new proxy must be received by Realty Income’s Corporate Secretary at 11995 El Camino Real, San Diego, California 92130, no later than the beginning of the Realty Income special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording another vote using the telephone or Internet, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.
Plan participants who wish to revoke their voting instructions must contact the applicable plan trustee and follow its procedures.
Solicitation of Proxies
In accordance with the Merger Agreement, the cost of proxy solicitation for the Realty Income special meeting will be borne by Realty Income. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Realty Income, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Realty Income will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. Realty Income has retained Georgeson LLC to assist in its solicitation of proxies and has agreed to pay them a fee of $      , plus reasonable expenses, for these services.

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REALTY INCOME PROPOSALS
REALTY INCOME PROPOSAL 1: THE REALTY INCOME ISSUANCE PROPOSAL
Pursuant to NYSE rules, stockholder approval is required prior to the issuance of shares if the number of shares to be issued in a transaction equals 20% or more of the number of shares outstanding prior to the issuance. Accordingly, Realty Income is requesting that holders of outstanding shares of Realty Income common stock consider and vote on a proposal to approve the issuance of additional shares of Realty Income common stock, pursuant to the transactions contemplated by the Merger Agreement.
Approval of the Realty Income Issuance Proposal is a condition to the closing of the Merger. If the Realty Income Issuance Proposal is not approved, the Mergers will not occur. For a detailed discussion of the terms and conditions of the Mergers, see “The Mergers — The Merger Agreement — Conditions to Completion of the Mergers.”
Required Vote
Approval of the Realty Income Issuance Proposal requires the affirmative vote of the majority of the votes cast by Realty Income common stockholders, in person or by proxy at the Realty Income special meeting, assuming a quorum is present. For purposes of this vote, an abstention will have the same effect as a vote “AGAINST” the Realty Income Issuance Proposal. For purposes of this vote, a failure to vote will have no effect on the Realty Income Issuance Proposal, provided that a quorum is otherwise present at the special meeting.
The Realty Income board of directors unanimously recommends that Realty Income stockholders vote “FOR” the approval of the Realty Income Issuance Proposal.

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REALTY INCOME PROPOSAL 2: THE REALTY INCOME ADJOURNMENT PROPOSAL
Realty Income stockholders are being asked to approve the adjournment of the Realty Income special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Realty Income Issuance Proposal, if there are insufficient votes at the time of such adjournment to approve such proposals, as discussed below.
If, at the Realty Income special meeting, the number of shares of Realty Income common stock present or represented and voting in favor of the Realty Income Issuance Proposal is insufficient to approve the corresponding proposal, Realty Income may move to adjourn the Realty Income special meeting in order to enable the Realty Income board of directors to solicit additional proxies for approval of such proposal.
Realty Income is asking its stockholders to authorize the holder of any proxy solicited by the Realty Income board of directors to vote to grant discretionary authority to the proxy holders, and each of them individually, to vote in favor of the adjournment of the Realty Income special meeting to another time and place, for the purpose of soliciting additional proxies. If the Realty Income stockholders approve this proposal, Realty Income could adjourn the Realty Income special meeting and any adjourned session of the Realty Income special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Realty Income stockholders who have previously voted.
Required Vote
Approval of the Realty Income Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Realty Income common stock, in person or by proxy, at the Realty Income special meeting, assuming quorum is present. The votes cast “FOR” each of the Realty Income Issuance Proposal and the Realty Income Adjournment Proposal must exceed the votes cast “AGAINST” each such proposal. If a quorum is not present, the chairman of the Realty Income special meeting may adjourn the Realty Income special meeting.
The Realty Income board of directors unanimously recommends that Realty Income stockholders vote “FOR” the Realty Income Adjournment Proposal.

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THE VEREIT SPECIAL MEETING
Date, Time and Place
The VEREIT special meeting will be held virtually at                   at            , Eastern Time on         , 2021.
Due to the ongoing coronavirus (COVID-19) pandemic and in order to protect the health and safety of VEREIT’s employees, stockholders and the greater community, the VEREIT special meeting will be held in a virtual-only format conducted via live audio webcast. To access the VEREIT special meeting, visit                 and enter the unique 16-digit control number included on your voting instruction form or proxy card. VEREIT stockholders will be able to vote electronically during the VEREIT special meeting.
VEREIT has retained                 to host the live webcast of the VEREIT special meeting. You may call the technical support number that will be available 30 minutes before the VEREIT special meeting begins at                 if you encounter any technical difficulty logging-in or otherwise accessing the VEREIT special meeting.
Purpose of the VEREIT Special Meeting
At the VEREIT special meeting, VEREIT common stockholders will be asked to consider and vote upon the following matters:

the VEREIT Merger Proposal;

the VEREIT Compensation Proposal; and

the VEREIT Adjournment Proposal, if necessary.
Recommendation of the VEREIT Board of Directors
The VEREIT board of directors unanimously has determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are advisable and in the best interests of VEREIT and its stockholders and has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers.
The VEREIT board of directors unanimously recommends that holders of VEREIT common stock vote “FOR” the VEREIT Merger Proposal, “FOR” the VEREIT Compensation Proposal and “FOR” the VEREIT Adjournment Proposal.
VEREIT Record Date; Stock Entitled to Vote
Only holders of record of VEREIT common stock at the close of business on            , 2021, the record date for the VEREIT special meeting, will be entitled to notice of, and to vote at, the VEREIT special meeting or any adjournments or postponements thereof. Each share of VEREIT common stock is entitled to cast one vote on all matters that come before the VEREIT special meeting.
On the record date, there were             shares of VEREIT common stock outstanding and entitled to vote at the VEREIT special meeting.
On the record date, approximately     % of the outstanding shares of VEREIT common stock were held by VEREIT directors and executive officers and their respective affiliates. VEREIT currently expects that the directors and executive officers of VEREIT will vote their shares in favor of the proposal to approve the Merger, although none has entered into any agreements obligating them to do so.
Quorum
Stockholders who hold a majority of the total number of shares of VEREIT common stock issued and outstanding on the record date must be present in person (virtually) or represented by proxy to constitute a quorum at the VEREIT special meeting. All shares of VEREIT common stock represented at the VEREIT special meeting, including abstentions and broker non-votes (shares held by a broker, bank or nominee that

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are represented at the special meeting, but with respect to which the broker, bank or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal), will be treated as present for purposes of determining the presence or absence of a quorum at the VEREIT special meeting.
Required Vote
Approval of the VEREIT Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of VEREIT common stock. The approval of the VEREIT Compensation Proposal and the VEREIT Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of VEREIT common stock, in person (virtually) or by proxy, at the VEREIT special meeting, assuming a quorum is present; however, the vote on the VEREIT Compensation Proposal is nonbinding and advisory only.
The approval of the VEREIT Merger Proposal is a condition to the completion of the Merger.
VEREIT stockholders do not need to take any action at the VEREIT special meeting relating to the Spin-Off.
Abstentions and Broker Non-Votes
If you are a VEREIT stockholder and fail to vote, fail to instruct your broker, bank or nominee to vote, or abstain from voting, it will have the same effect as a vote against the VEREIT Merger Proposal, and will have no effect on the VEREIT Compensation Proposal or the VEREIT Adjournment Proposal, in each case, assuming a quorum is present. Although abstentions and broker non-votes, if any, will be counted as present for purposes of determining whether a quorum is present to organize the VEREIT special meeting, they will not be counted as cast for purposes of determining whether the requisite vote to approve any of such proposals has been obtained.
Virtually Attending the VEREIT Special Meeting
If you wish to virtually attend the VEREIT special meeting via the VEREIT special meeting website, you must (i) be a VEREIT shareholder of record at the close of business on                 , 2021, (ii) hold your shares of VEREIT common stock beneficially in the name of a broker, bank or other nominee as of the VEREIT record date or (iii) hold a valid proxy for the VEREIT special meeting.
To access the VEREIT special meeting, visit                 and enter the unique 16-digit control number included on your voting instruction form or proxy card. Whether you hold shares of VEREIT common stock directly in your name as the holder of record or in the name of a broker, bank or nominee, you may virtually vote your shares at the VEREIT special meeting.
If you plan to virtually attend and vote at the VEREIT special meeting via the VEREIT special meeting website, VEREIT still encourages you to submit your voting instructions in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the VEREIT special meeting via the VEREIT special meeting website. Submitting your proxy by the Internet, telephone or mail will not limit your right to virtually attend and vote at the VEREIT special meeting via the VEREIT special meeting website if you later decide to do so.
Shares Held in Street Name
If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you may vote virtually at the VEREIT special meeting by using the 16-digit control number included on your proxy card or voting instruction form, or provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to VEREIT unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. Further, brokers, banks and nominees who hold shares of VEREIT common stock on behalf of their customers may not give a proxy to VEREIT to vote those shares without specific instructions from their customers.

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If you are a VEREIT stockholder and you do not instruct your broker, bank or nominee to vote, your broker, bank or nominee will not be permitted to vote those shares, and it will have the effect as described above under “— Abstentions and Broker Non-Votes.”
Voting of Proxies
A proxy card is enclosed for your use. VEREIT requests that you sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of VEREIT common stock represented by it will be voted at the VEREIT special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.
If a proxy is signed and returned without an indication as to how the shares of VEREIT common stock represented by the proxy are to be voted with regard to a particular proposal, the shares of VEREIT common stock represented by the proxy will be voted in favor of each such proposal, as applicable. As of the date hereof, the management of VEREIT has no knowledge of any business that will be presented for consideration at the VEREIT special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Stockholders of VEREIT. In accordance with the bylaws of VEREIT, as amended (which we refer to as the “VEREIT Bylaws”) and the MGCL, business transacted at the VEREIT special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the VEREIT special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter.
Your vote is important. Whether or not you expect to attend the VEREIT special meeting, VEREIT urges you to vote your shares as promptly as possible by: (1) accessing the Internet at www.proxyvote.com; (2) calling (800) 690-6903 for those who hold shares in their own name or (800) 454-8683 for shares held in “street name”; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the VEREIT special meeting.
Revocability of Proxies or Voting Instructions
If you are a VEREIT common stockholder on the record date for the VEREIT special meeting, you have the power to revoke your proxy at any time before your proxy is voted at the VEREIT special meeting. You can revoke your proxy in one of three ways:

you can send a signed notice of revocation;

you can grant a new, valid proxy bearing a later date; or

you can attend the VEREIT special meeting and vote virtually, which will automatically cancel any proxy previously given.
Attending the VEREITSpirit special meeting without voting will not, by itself, revoke your proxy. If your shares of VEREITSpirit common stock are held by a bank, broker or nominee, you should follow the instructions provided by the bank, broker or nominee.
If you choose either of the first two methods, your notice of revocation or your new proxy must be received by the secretary of VEREITSpirit’s investor relations department at 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016,2727 North Harwood Street, Suite 300, Dallas, Texas 75201, no later than one day prior to the VEREITSpirit special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote using the telephone or Internet, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.
Solicitation of Proxies
In accordance with the Merger Agreement, the cost of proxy solicitation for the VEREITSpirit special meeting will be borne by VEREIT.Spirit. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of VEREIT,Spirit, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Spirit will also request brokerage firms, nominees, custodians and fiduciaries to forward
 
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facsimile or otherwise. VEREIT will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. VEREITSpirit has retained Okapi PartnersD.F. King & Co., Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of $      ,approximately $20,000, plus reasonable expenses, for these services.services and potentially additional fees for other services related to the proxy solicitation.
 
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VEREITSPIRIT PROPOSALS
VEREIT PROPOSAL 1: THE VEREIT MERGER PROPOSAL
VEREITSpirit is asking its stockholders to approve the Merger and the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement. For a detailed discussion of the terms of the Merger Agreement, see “The Mergers — The Merger Agreement.Agreement.” As discussed in the section entitled “TheThe Merger — VEREIT’sSpirit’s Reasons for the Merger; RecommendationsRecommendation of the VEREITSpirit Board of Directors,” after careful consideration, the VEREITSpirit board of directors, by a unanimous vote of all directors, approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and declared the Merger Agreement and the transactions contemplated thereby, including the Merger, to be advisable and in the best interest of VEREITSpirit and its stockholders.
Approval of the VEREIT Merger Proposal is a condition to the closing of the Merger. If the VEREIT Merger Proposal is not approved, the Merger will not occur. For a detailed discussion of the terms and conditions of the Merger, see “The Mergers — The Merger Agreement — Conditions to Completion of the Mergers.Merger.
Required Vote
Approval of the VEREIT Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of VEREITSpirit common stock. For purposes of this vote, an abstention, broker non-vote or failure to vote will have the same effect as a vote “AGAINST” the VEREIT Merger Proposal.
The VEREITSpirit board of directors unanimously recommends that VEREITSpirit stockholders vote “FOR” FORthe VEREIT Merger Proposal.Proposal.
 
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PROPOSAL 2: THE VEREIT COMPENSATION PROPOSAL
Under Item 402(t)In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of Regulation S-K and2010 (as set forth in Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, VEREITthereunder), Spirit is requiredproviding holders of Spirit common stock with the opportunity to submitcast a proposal to its stockholders for annon-binding, advisory (non-binding) vote to approve certain compensation that may be paid or become payable to VEREIT’sSpirit’s named executive officers in connection with the completion of the Merger as discusseddisclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The MergersThe Merger — Interests of VEREITSpirit Directors and Executive Officers in the Merger,” including the footnotes to the table and the associated narrative discussion.
The VEREITSpirit board of directors unanimously recommends that VEREITSpirit stockholders approve the following resolution:
“RESOLVED, that the compensation that may be paid or become payable to the named executive officers of VEREIT,Spirit Realty Capital, Inc. in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of the joint proxy statement/prospectus entitled “The MergersThe Merger — Interests of VEREITSpirit Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to VEREIT’sSpirit’s Named Executive Officers in Connection with the Merger”Merger including the footnotes to the table and the associated narrative discussion, and the agreements and plans pursuant to which such compensation may be paid or become payable, is hereby APPROVED.”
Required Vote
The vote on the VEREIT Compensation Proposal is a vote separate and apart from the vote on the VEREIT Merger Proposal and approval of the VEREIT Compensation Proposal is not a condition to consummation of the Merger. Accordingly, you may vote to approve the VEREIT Merger Proposal and vote not to approve the VEREIT Compensation Proposal and vice versa. Because the vote on the VEREIT Compensation Proposal is advisory only, it will not be binding on VEREIT or Realty Income.Spirit. Accordingly, if the Merger Agreement is approved and adopted and the Mergers are completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the VEREIT Compensation Proposal.
The approval of the VEREIT Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of VEREITSpirit common stock, assuming a quorum is present; however, such vote is non-binding and advisory only.
The VEREITSpirit board of directors unanimously recommends that VEREITSpirit stockholders voteFORthe VEREIT Compensation Proposal.Proposal.
 
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PROPOSAL 3: THE VEREIT ADJOURNMENT PROPOSAL
VEREITSpirit is asking its stockholders to approve the adjournment of the VEREITSpirit special meeting, at which a quorum is present, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal.
If, at the VEREITSpirit special meeting, at which a quorum is present, the number of shares of VEREITSpirit common stock present or represented and voting in favor of the VEREIT Merger Proposal is insufficient to approve such proposal, VEREITSpirit may move to adjourn the VEREITSpirit special meeting in order to enable the VEREITSpirit board of directors to solicit additional proxies for approval of the VEREIT Merger Proposal.
VEREITSpirit is asking its stockholders to authorize the holder of any proxy solicited by the VEREITSpirit board of directors to vote to grantin favor of granting discretionary authority to the proxy holders, and each of them individually, to vote in favor ofadjourn the adjournment of the VEREITSpirit special meeting to another time and place for the purpose of soliciting additional proxies. If the VEREITSpirit stockholders approve this proposal, VEREITSpirit could adjourn the VEREITSpirit special meeting and any adjourned session of the VEREITSpirit special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from VEREITSpirit stockholders who have previously voted.
Required Vote
Approval of the VEREIT Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of VEREITSpirit common stock, in person (virtually) or by proxy, at the VEREITSpirit special meeting, assuming a quorum is present. If a quorum is not present, the chairman of the VEREIT special meeting may adjourn the VEREIT special meeting to another place, date or time announced at the VEREITSpirit special meeting (subject to certain restrictions in the Merger Agreement, including that the VEREITSpirit special meeting generally may not be held without Realty Income’s consent, on a date that is more than 30 days after the date on which the VEREITSpirit special meeting was originally scheduled).
The VEREITSpirit board of directors unanimously recommends that VEREITSpirit stockholders vote “FOR” FORthe VEREIT Adjournment Proposal.Proposal.
 
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COMPARATIVE STOCK PRICES AND DIVIDENDS
Shares of Realty Income common stock are listed for trading on the NYSE under the symbol “O.” Shares of VEREITSpirit common stock are listed for trading on the NYSE under the symbol “VER.“SRC.” The following table presents trading information for Realty Income and VEREITSpirit common stock on April 28, 2021,October 27, 2023, the last trading day before public announcement of the Merger Agreement and , 2021,December 14, 2023, the latest practicable trading day before the date of this joint proxy statement/prospectus.
Realty Income Common
Stock
VEREIT Common StockRealty Income Common StockSpirit Common Stock
DateHighLowCloseHighLowCloseHighLowCloseHighLowClose
April 28, 2021$69.33$68.50$68.60$41.65$41.19$41.26
, 2021$$$$$$
October 27, 2023$49.87$48.81$49.00$33.23$32.22$32.35
December 14, 2023$58.24$57.45$57.82$44.61$44.05$44.32
For illustrative purposes, the following table provides VEREITSpirit equivalent per share information on each of the specified dates. VEREITSpirit equivalent per share amounts are calculated by multiplying the per share price of each share of Realty Income common stock by 0.705,0.762, the Exchange Ratio.
Realty Income Common
Stock
VEREIT Common StockRealty Income Common StockSpirit Common Stock
DateHighLowCloseHighLowCloseHighLowCloseHighLowClose
April 28, 2021$69.33$68.50$68.60$48.88$48.29$48.36
, 2021$$$$$$
October 27, 2023$49.87$48.81$49.00$38.00$37.19$37.34
December 14, 2023$58.24$57.45$57.82$44.38$43.78$44.06
The following tables set forth the high and low sales prices of Realty Income common stock and VEREITSpirit common stock as reported in the NYSE’s consolidated transaction reporting system, and the quarterly cash dividends declared per share, for the calendar quarters indicated.
Realty Income Common Stock
HighLow
Dividend
Declared
HighLow
Dividend
Declared
2018
First Quarter$57.07$47.26$0.6575
Second Quarter$54.99$48.81$0.6590
Third Quarter$59.18$52.74$0.6605
Fourth Quarter$66.85$55.56$0.6620
2019
First Quarter$74.14$61.60$0.6770
Second Quarter$73.94$66.21$0.6785
Third Quarter$77.50$67.70$0.6800
Fourth Quarter$82.17$71.45$0.6815
2020
First Quarter$84.92$38.00$0.6980$84.92$38.00$0.6980
Second Quarter$65.56$43.41$0.6995$65.56$43.41$0.6995
Third Quarter$66.80$56.33$0.7010$66.80$56.33$0.7010
Fourth Quarter$65.09$57.09$0.7025$65.09$57.09$0.7025
2021
First Quarter$64.60$57.00$0.7040$64.60$57.00$0.7040
Second Quarter$$$$71.84$63.64$0.7045
Third Quarter (through , 2021)$$
Third Quarter$72.75$64.86$0.7065
Fourth Quarter$74.60$64.98$0.7180
2022
First Quarter$72.55$63.90$0.7395
Second Quarter$75.40$62.29$0.7410
Third Quarter$75.11$57.61$0.7425
Fourth Quarter$66.44$55.50$0.7440
2023
First Quarter$68.85$59.07$0.7515
Second Quarter$63.55$58.13$0.7650
 
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HighLow
Dividend
Declared
Third Quarter$64.18$49.38$0.7665
Fourth Quarter (through December 14, 2023)$58.22$45.08$0.7680
VEREITSpirit Common Stock
HighLow
Dividend
Declared
HighLow
Dividend
Declared
2018
First Quarter$39.15$33.10$0.6875
Second Quarter$37.85$32.60$0.6875
Third Quarter$40.00$35.58$0.6875
Fourth Quarter$39.55$34.40$0.6875
2019
First Quarter$42.80$35.00$0.6875
Second Quarter$48.58$39.63$0.6875
Third Quarter$50.65$43.85$0.6875
Fourth Quarter$50.25$45.10$0.6875
2020
First Quarter$50.90$17.78$0.6875$54.63$18.37$0.6250
Second Quarter$36.80$19.00$0.3850$40.43$20.83$0.6250
Third Quarter$36.40$29.85$0.3850$38.21$31.30$0.6250
Fourth Quarter$39.03$30.05$0.3850$42.32$29.40$0.6250
2021
First Quarter$40.67$34.76$0.4620$45.25$36.89$0.6250
Second Quarter$$$0.4620$51.17$42.52$0.6250
Third Quarter$52.29$46.01$0.6380
Fourth Quarter$51.00$43.65$0.6380
2022
First Quarter$49.94$43.78$0.6380
Second Quarter$48.24$35.79$0.6380
Third Quarter$44.93$35.37$0.6630
Fourth Quarter$42.65$34.31$0.6630
2023
First Quarter$44.65$37.05$0.6630
Second Quarter$40.57$36.91$0.6630
Third Quarter$42.33$32.83$0.6696
Fourth Quarter (through December 14, 2023)$44.61$32.22$0.6696
Spirit Series A Preferred Stock
HighLow
Dividend
Declared
2020
First Quarter$27.10$12.14$0.3750
Second Quarter$25.70$17.77$0.3750
Third Quarter$27.01$23.80$0.3750
Fourth Quarter$27.10$25.18$0.3750
2021
First Quarter$26.90$25.44$0.3750
Second Quarter$27.66$26.01$0.3750
Third Quarter$26.96$25.54$0.3750
Fourth Quarter$26.26$25.19$0.3750
2022
First Quarter$25.75$24.50$0.3750
Second Quarter$25.64$22.96$0.3750
 
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HighLow
Dividend
Declared
Third Quarter$26.00$22.52$0.3750
Fourth Quarter$23.67$21.00$0.3750
2023
First Quarter$24.37$19.45$0.3750
Second Quarter$24.69$21.43$0.3750
Third Quarter$22.80$20.10$0.3750
Fourth Quarter (through December 14, 2023)$24.62$19.72$0.3750

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS — REALTY INCOME
The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of March 31, 2021September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the threenine months ended March 31, 2021September 30, 2023 and the year ended December 31, 2020.2022. The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”, in order to give effect to the MergersPro Forma Transactions (as defined and described below) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
On AprilOctober 29, 2021,2023, Realty Income and VEREIT eachCorporation (“Realty Income”) entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with Saints MD Subsidiary, Inc., (“Merger Agreement, bySub”) a Maryland corporation and among VEREIT, VEREIT OP, Realty Income, Merger Sub 1, and Merger Sub 2, pursuant to which the combinationdirect wholly owned subsidiary of Realty Income, and VEREITSpirit Realty Capital, Inc. (“Spirit”). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, Spirit will be accomplished through (i) a merger of Merger Sub 2 with and into VEREIT OP, with VEREIT OP continuing as the surviving entity, and (ii) immediately thereafter, a merger of VEREITmerged with and into Merger Sub, 1, with Merger Sub 1 continuing as the surviving corporation. In connection withcorporation (the “Merger”). At the time the Merger becomes effective (the “Effective Time”), (i) each VEREIToutstanding share of Spirit common stockholderstock, par value $0.05 per share will have the right to receive 0.705 newly issuedbe converted into 0.762 (the “Exchange Ratio”) shares of Realty Income common stock, par value $0.01 per share, forand (ii) each outstanding share of VEREIT commonSpirit Series A preferred stock, par value $0.01 per share that they own immediately prior to the effective time of the Merger. In addition, pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Partnership Merger becomes effective, (i) each outstanding VEREIT OP common unit owned by a partner of VEREIT OP other than VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, will be converted into the numberone share of newly issued shares ofcreated Realty Income commonSeries A preferred stock, equal topar value $0.01 per share having substantially the Exchange Ratio, (ii) each outstanding VEREIT OPsame terms as the Spirit Series F Preferred Unit that is issued and outstanding immediately prior to the Partnership Merger Effective Time (other than VEREIT OP Series F Preferred Units owned by VEREIT), subject to the terms and conditions of the Merger Agreement, will be converted into the right to receive $25.00 plus all accumulated and unpaid distributions to and including the day that is set forth in the Series F Preferred Stock Redemption Notice (as defined below), and (iii) each VEREIT OP Series F Preferred Unit and VEREIT OP common unit owned by VEREIT that is issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions of the Merger Agreement, will remain outstanding as partnership interests in the surviving entity.A preferred stock. Holders of shares of VEREITSpirit common stock and VEREIT OP common unitsSpirit Series A preferred stock (other than those held by Spirit, Realty Income or their respective affiliates) will receive cash in lieu of fractional shares. Further,At the Effective Time, each award of outstanding restricted Spirit common stock (a “Spirit restricted stock award”), will be cancelled and automatically converted into Realty Income common stock using the Exchange Ratio as a multiplier and cash consideration in respect of any fractional shares, and each outstanding vested or unvested Spirit performance share award (a “Spirit performance share award”) whether or not then vested, will be cancelled and automatically converted into Realty Income common stock in accordance with the Merger Agreement based on the greater of target level of achievement of the applicable performance goals and actual level of achievement of the applicable performance goals as of immediately prior to the Mergers, VEREIT will also issue the Series F Preferred Stock Redemption Notice with respect to allEffective Time, and cash consideration in lieu of the outstanding sharesany fractional share of VEREIT Series F Preferred Stock with a redemption date as set forth in the Series F Preferred Stock Redemption Notice, and Realty Income will cause funds to be deposited in escrow to paycommon stock, and the redemption price for each shareamount of VEREIT Series F Preferred Stock at the liquidation preference of $25.00 plus allany accrued and unpaid dividends upcash dividend equivalents corresponding to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice.each such Spirit performance share award.
The following unaudited pro forma condensed combined financial statements have been prepared by applying the acquisition method of accounting with Realty Income treated as the acquiror. The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Realty Income and historical consolidated financial statements of VEREITSpirit as adjusted to give effect to the Mergers. following (collectively referred to as the “Pro Forma Transactions”):

The Merger;

Merger transaction costs specifically related to the Merger; and

Adjustments to reflect compensation expense as a result of the acceleration of certain pre-existing Spirit stock-based compensation awards in connection with the Merger.
The unaudited pro forma condensed combined balance sheet as of March 31, 2021September 30, 2023 gives effect to the MergersPro Forma Transactions as if they had occurred on March 31, 2021.September 30, 2023. The unaudited pro forma condensed combined statements of operations for the threenine months ended March 31, 2021September 30, 2023, and the year ended December 31, 20202022, give effect to the MergersPro Forma Transactions as if they had occurred on January 1, 2020.2022.
These unaudited pro forma condensed combined financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by Realty Income’s management. The unaudited pro forma adjustments represent Realty Income’s management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and additional analyses are

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performed. However, Realty Income’s management believes that the assumptions provide a reasonable basis for presenting the significant effects that are directly attributable to the Mergers as contemplated,Pro Forma Transactions, and that the pro forma

150


adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of what Realty Income’s financial condition or results of operations actually would have been if the MergersPro Forma Transactions had been consummated as of the dates indicated, nor do they purport to represent Realty Income’s financial position or results of operations for future periods.
Additionally, these unaudited pro forma condensed combined financial statements do not include any adjustments not otherwise described herein, including such adjustments associated with: (1) Realty Income or VEREITSpirit’s real estate acquisitions that have closed or may close after March 31, 2021September 30, 2023 or the related financing of those acquisitions, (2) certain Realty Income or VEREITSpirit rental rate increases that are based on consumer price index,occurred after September 30, 2023, (3) potential synergies that may be achieved following the Mergers,Merger, including potential overall savings in general and administrative expense, or any strategies that Realty Income’s management may consider in order to continue to efficiently manage Realty Income’s operations, (4) any one-time integration and other costs (including any cash severance payments or the acceleration of equity awards prior to the closing at the discretion of the boards of directors) related to the Merger that may be incurred following the consummation of the Mergers, and (5) any one-time integration and other costs (including acceleration of share-based compensation awards and cash severance payments) whichMerger closing, including those that may be necessary to achieve the potential synergies, since the extent of such costs is not reasonably certain. The unaudited pro forma condensed combined financial statements do not give effect to the contemplated contribution, after the Mergers,certain, (5) any debt or equity issuances, repayments, or redemptions, by Realty Income and VEREIT of certain of their office properties (the “OfficeCo Properties”)or Spirit, which may occur subsequent to a newly formed wholly owned subsidiary of Realty Income (“OfficeCo”), and the contemplated distribution by Realty Income of all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders who, as a result of the Mergers, received shares of Realty Income common stock and who continued to hold those shares as of the close of business on the record date for such distribution) on a pro rata basis (the “Spin-Off”), or a sale of some or all of the OfficeCo Properties, because, pursuantSeptember 30, 2023, but prior to the terms of the Merger Agreement, Realty Incomeclosing, including Spirit’s contemplated additional $200 million term loan draw in December 2023, and VEREIT have broad discretion to amend the scope(6) any hedge accounting assessment and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), Realty Income and VEREIT may alternatively seek to sell some or all of the OfficeCo Properties, and Realty Income may elect not to pursue the Spin-Off at all. Please refer to Note 6 of the unaudited pro forma condensed combined financial statements for informationredesignation related to the OfficeCo Properties and the potential Spin-Off or saleexisting interest rate swaps of some or all of the OfficeCo Properties.Spirit.
 
151126

 
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2021AS OF SEPTEMBER 30, 2023
(in thousands)
Realty Income
Historical,
As Reclassified
(Note 3)
VEREIT
Historical,
As Reclassified
(Note 3)
Merger
Adjustments
(Note 5)
Item in
Note 5
Pro Forma
Combined
Realty Income
Historical
Spirit Historical,
As Reclassified
(Note 3)
Pro Forma
Transactions
Adjustments
(Note 4)
Item
in
Note 4
Pro Forma
Combined
ASSETS
Real estate held for investment, at cost:
Land$6,672,885$2,698,232$593,773[1]$9,964,890$14,408,324$1,808,364$49,088[1]$16,265,776
Buildings and improvements15,171,0709,941,903783,350[1]25,896,32333,606,9517,015,086(948,871)[1]39,673,166
Total real estate held for investment,
at cost
21,843,95512,640,1351,377,12335,861,21348,015,2758,823,450(899,783)55,938,942
Less accumulated depreciation and amortization(3,668,269)(2,909,417)2,909,417[2](3,668,269)(5,781,056)(1,354,807)1,354,807[2](5,781,056)
Real estate held for investment, net18,175,6869,730,7184,286,54032,192,94442,234,2197,468,643455,02450,157,886
Real estate and lease intangibles held for sale, net22,5004,8886,412[3]33,80019,92761,54531,255[3]112,727
Cash and cash equivalents183,984318,561(374,066)[8] [12]128,479344,129134,166(156,656)[4]321,639
Accounts receivable, net307,017330,871(278,871)[4]359,017678,441199,826(185,245)[5]693,022
Lease intangible assets, net1,820,146931,8321,779,006[5]4,530,9845,089,293389,100844,630[6]6,323,023
Goodwill14,1141,337,773(120,500)[6]1,231,3873,731,478225,600377,467[7]4,334,545
Other assets, net456,123322,71524,466[7]803,3043,239,433171,328(11,785)[8]3,398,976
Total assets$20,979,570$12,977,358$5,322,987$39,279,915$55,336,920$8,650,208$1,354,690$65,341,818
LIABILITIES AND EQUITY
Distributions payable$88,662$106,989$(1,041)[8]$194,610$187,288$99,571$(99,571)[4]$187,288
Accounts payable and accrued expenses200,168116,48676,000[9]392,654660,36669,04560,000[9]789,411
Lease intangible liabilities, net313,907117,121382,580[10]813,6081,426,264106,814284,677[10]1,817,755
Other liabilities277,325264,968542,293786,43761,737848,174
Line of credit payable and commercial
paper
675,000675,000858,260858,260
Term loan, net249,407249,4071,287,9951,090,19810,507[11]2,388,700
Mortgages payable, net282,0371,035,32861,075[11]1,378,440824,2404,545(316)[11]828,469
Notes payable, net7,326,0514,586,252338,994[11]12,251,29717,482,6522,725,505(385,651)[11]19,822,506
Total liabilities9,412,5576,227,144857,60816,497,30923,513,5024,157,415(130,354)27,540,563
Stockholders’ equity:
Commitments and contingencies
STOCKHOLDERS’ EQUITY:
Preferred stock and paid-in capital371,781(371,781)[12]166,177(1,957)[12]164,220
Common stock and paid-in capital15,371,01612,981,320(1,737,692)[12]26,614,64438,031,8297,307,795(1,412,109)[12]43,927,515
Distributions in excess of net income(3,827,660)(6,610,678)6,581,472[12](3,856,866)(6,416,534)(3,036,475)2,954,406[12](6,498,603)
Accumulated other comprehensive (loss) income(8,484)634(634)[12](8,484)
Accumulated other comprehensive income41,84955,296(55,296)[12]41,849
Total stockholders’ equity11,534,8726,743,0574,471,36522,749,29431,657,1444,492,7931,485,04437,634,981
Noncontrolling interests32,1417,157(5,986)[13]33,312166,274166,274
Total equity11,567,0136,750,2144,465,37922,782,60631,823,4184,492,7931,485,04437,801,255
Total liabilities and equity$20,979,570$12,977,358$5,322,987$39,279,915$55,336,920$8,650,208$1,354,690$65,341,818
 
152127

 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the three months ended March 31, 2021FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
(in thousands, except share and per share data)
Realty Income
Historical
VEREIT
Historical,
As Reclassified
(Note 3)
Merger
Adjustments
(Note 5)
Item in
Note 5
Pro Forma
Combined
Item in
Note 5
REVENUE
Rental (including reimbursable)$439,365$290,309$18,460[14]$748,134
Other3,4394,1667,605
Total revenue442,804294,47518,460755,739
EXPENSES
Depreciation and amortization177,985108,07595,789[15]381,849
Interest73,07560,736(15,191)[16]118,620
Property (including reimbursable)28,49930,6051,436[17]60,540
General and administrative20,79615,9483,448[18]40,192
Income taxes6,2259287,153
Provisions for impairment2,72031,84934,569
Total expenses309,300248,14185,482642,923
Gain on sales of real estate8,40176,07484,475
Foreign currency and derivative gains, net804804
Equity in income of unconsolidated entities447447
Loss on extinguishment of debt(46,473)(2,132)(48,605)
Income from continuing operations96,236120,723(67,022)149,937
Income attributable to noncontrolling interests(296)(76)(372)
Income from continuing operations available to common stockholders$95,940$120,647$(67,022)$149,565
Income from continuing operations available to common stockholders per common share:
Basic and diluted$0.26$0.50$0.28[20]
Weighted average common shares outstanding:
Basic371,522,607229,159,472(67,435,394)533,246,685[20]
Diluted371,601,901229,429,867(67,188,665)533,843,103[20]
Realty Income
Historical
Spirit
Historical,
As Reclassified
(Note 3)
Pro Forma
Transactions
Adjustments
(Note 4)
Item
in
Note 4
Pro
Forma
Combined
REVENUE
Rental (including reimbursable)$2,929,440$561,765$24,244[13]$3,515,449
Other73,2689,2001,212[14]83,680
Total revenue3,002,708570,96525,4563,599,129
EXPENSES
Depreciation and amortization1,419,321236,52715,180[15]1,671,028
Interest522,110104,99363,066[16]690,169
Property (including reimbursable)235,08124,07772[17]259,230
General and administrative106,52146,190152,711
Provisions for impairment59,80136,05295,853
Merger and integration-related costs4,5324,532
Total expenses2,347,366447,83978,3182,873,523
Gain on sales of real estate19,67566,45086,125
Foreign currency and derivative gain, net4,9574,957
Equity in income and impairment of investment
in unconsolidated entities
411411
Other income, net12,98512,985
Income before income taxes693,370189,576(52,862)830,084
Income taxes(36,218)(754)(36,972)
Net income657,152188,822(52,862)793,112
Net income attributable to noncontrolling
interests
(3,248)(3,248)
Dividends paid to preferred stockholders(7,763)(7,763)
Net income available to common stockholders$653,904$181,059$(52,862)$782,101
Amounts available to common stockholders per common share:(Note 5)
Net income, basic and diluted$0.96$1.28$0.99
Weighted average common shares outstanding:(Note 5)
Basic681,419141,095789,815
Diluted682,129141,103790,525
 
153128

 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended DecemberFOR THE YEAR ENDED DECEMBER 31, 20202022
(in thousands, except share and per share data)
Realty Income
Historical
VEREIT
Historical,
As Reclassified
(Note 3)
Merger
Adjustments
(Note 5)
Item in
Note 5
Pro Forma
Combined
Item in
Note 5
REVENUE
Rental (including reimbursable)$1,639,533$1,158,285$58,161[14]$2,855,979
Other12,0929,69121,783
Total revenue1,651,6251,167,97658,1612,877,762
EXPENSES
Depreciation and amortization677,038452,008375,298[15]1,504,344
Interest309,336265,660(63,016)[16]511,980
Property (including reimbursable)104,603122,9675,744[17]233,314
General and administrative73,21568,48715,509[18]157,211
Income taxes14,6934,51319,206
Provisions for impairment147,23265,075212,307
Merger-related costs76,000[19]76,000
Total expenses1,326,117978,710409,5352,714,362
Gain on sales of real estate76,23295,292171,524
Foreign currency and derivative gains (losses), net4,585(85,392)(80,807)
Equity in income and gain on disposition of unconsolidated entities3,5393,539
Loss on extinguishment of debt(9,819)(1,486)(11,305)
Income from continuing operations396,506201,219(351,374)246,351
Income attributable to noncontrolling interests(1,020)(91)(1,111)
Income from continuing operations available to common stockholders$395,486$201,128$(351,374)$245,240
Income from continuing operations available to common stockholders per common share:
Basic$1.15$0.72$0.48[20]
Diluted$1.14$0.72$0.48[20]
Weighted average common shares outstanding:
Basic345,280,126217,548,175(55,824,097)507,004,204[20]
Diluted345,415,258217,862,005(55,548,984)507,728,279[20]
Realty Income
Historical
Spirit
Historical,
As Reclassified
(Note 3)
Pro Forma
Transactions
Adjustments
(Note 4)
Item
in
Note 4
Pro
Forma
Combined
REVENUE
Rental (including reimbursable)$3,299,657$703,029$36,775[13]$4,039,461
Other44,0246,6001,617[14]52,241
Total revenue3,343,681709,62938,3924,091,702
EXPENSES
Depreciation and amortization1,670,389292,98542,623[15]2,005,997
Interest465,223117,62286,643[16]669,488
Property (including reimbursable)226,33029,83796[17]256,263
General and administrative138,45962,023200,482
Provisions for impairment25,86037,15663,016
Merger and integration-related costs13,89782,069[18]95,966
Total expenses2,540,158539,623211,4313,291,212
Gain on sales of real estate102,957110,900213,857
Foreign currency and derivative (loss), net(13,311)(13,311)
Gain (loss) on extinguishment of debt367(172)195
Equity in income and impairment of investment
in unconsolidated entities
(6,448)(6,448)
Other income, net30,5115,67936,190
Income before income taxes917,599286,413(173,039)1,030,973
Income taxes(45,183)(897)(46,080)
Net income872,416285,516(173,039)984,893
Net income attributable to noncontrolling
interests
(3,008)(3,008)
Dividends paid to preferred stockholders(10,350)(10,350)
Net income available to common stockholders$869,408$275,166$(173,039)$971,535
Amounts available to common stockholders per common share:(Note 5)
Net income, basic and diluted$1.42$2.04$1.35
Weighted average common shares outstanding:(Note 5)
Basic611,766134,548720,162
Diluted612,181134,646720,577
 
154129

 
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation
The Realty Income and VEREITSpirit historical financial information has been derived from each respective company’s unaudited consolidated financial statements included in their respective Quarterly ReportReports on Form 10-Q for the quarter ended March 31, 2021,September 30, 2023, and audited consolidated financial statements included in their respective Annual ReportReports on Form 10-K for the year ended December 31, 2020,2022, which have been incorporated by reference into this joint proxy statement/prospectus. Certain of VEREIT’s historical amounts of Spirit have been reclassified to conform to Realty Income’s financial statement presentation, as discussed further in Note 3. The unaudited pro forma condensed combined financial statements should be read in conjunction with Realty Income’s and VEREIT’s historicalSpirit’s respective unaudited consolidated financial statements and the notes thereto included in their respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021,September 30, 2023, and audited consolidated financial statements included in their respective Annual Reports on Form 10-K for the year ended December 31, 2020,2022, which have been incorporated by reference into this joint proxy statement/prospectus. The unaudited pro forma condensed combined balance sheet gives effect to the MergersPro Forma Transactions as if they had been completed on March 31, 2021.September 30, 2023. The unaudited pro forma condensed combined statements of operations give effect to the MergersPro Forma Transactions as if they had been completed on January 1, 2020.2022.
The historical financial statements of Realty Income and VEREITSpirit have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to the accounting for the MergersPro Forma Transactions under U.S. GAAP (“MergerPro Forma Transactions Adjustments”). The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting in accordance with ASCFinancial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”), with Realty Income treated as the acquiror of VEREIT.Spirit. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet,financial statements, the estimated preliminary purchase consideration in the Merger has been allocated to the assets acquired and liabilities assumed of VEREITSpirit based upon Realty Income management’s preliminary estimate of their fair values as of March 31, 2021.September 30, 2023. The allocations of the purchase price reflected in these unaudited pro forma condensed combined financial statements have not been finalized and are based upon the best available information at the current time. A final determination of the fair values of the assets and liabilities, which cannot be made prior to the completion of the MergersMerger and which is anticipated to occur during the fourthfirst quarter of 2021,2024, will be based on the actual valuations of the tangible and intangible assets and liabilities that exist as of the date of completion of the Mergers.Merger. The completion of the final valuations, the allocations of the purchase price, the impact of ongoing integration activities, the timing of the completion of the MergersMerger and other changes in tangible and intangible assets and liabilities that occur prior to the completion of the MergersMerger could cause material differences in the information presented.
The unaudited pro forma condensed combined financial statements and related notes herein present unaudited pro forma condensed combined financial condition and results of operations of Realty Income, after giving pro forma effect to the Mergers,Pro Forma Transactions, which include the issuance of Realty Income common stock to VEREITSpirit stockholders, the assumption of VEREIT’sSpirit’s outstanding debt, the redemption of all of the outstanding shares of VEREIT Series F Preferred Stock, and the conversion of each outstanding VEREIT OP common unit owned by a partner of VEREIT OP other than VEREIT that is issued andSpirit Series A preferred stock outstanding into newly issued shares of Realty Income commonSeries A preferred stock, equal to the Exchange Ratio.and related transactions.
The MergersMerger, the Pro Forma Transactions and the related adjustments are described in these accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not give effectreflect the impact of the potential incremental financing that may be obtained prior to the Spin-Off or any sales of all or a portionclose of the OfficeCo Properties.Merger, nor incorporate the effectiveness of the application of any new hedge accounting redesignation related to the interest rate swaps currently held by Spirit and anticipated of being undertaken by Realty Income as these arrangements are still being evaluated as of the date of this filing. In the opinion of Realty Income’s management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X of the SEC, the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of the overallcombined company’s financial position

130


or results of operations of the combined company that would have occurred if the MergersPro Forma Transactions had been completed on the dates indicated, nor are they indicative of the overallcombined company’s financial position or results of operations that may be expected for any future period or date. In addition, future results may vary significantly from those reflected in the unaudited pro forma condensed combined financial statements due to factors discussed in the “Risk Factors” section, beginning on page 26.section.

155


Note 2 — Significant Accounting Policies
The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in Realty Income’s audited consolidated financial statements as of and for the year ended December 31, 20202022, and Realty Income’s unaudited consolidated financial statements as of and for the threenine months ended March 31, 2021.September 30, 2023. During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Spirit’s financial information to identify differences in accounting policies as compared to those of Realty Income. With the information currently available, Realty Income’s management has determined that there were no significant accounting policy differences between Realty Income and VEREITSpirit and, therefore, no adjustments are necessarywere made to conform VEREIT’sSpirit’s financial statements to the accounting policies used by Realty Income in the preparation of the unaudited pro forma condensed combined financial statements. This conclusion is subject to change as further assessment iswill be performed and finalized for purchase accounting.
As part of the application of ASC 805, Realty Income will continue to conduct a more detailed review of VEREIT’sSpirit’s accounting policies in an effort to determine if differences in accounting policies require further reclassification or adjustment of VEREIT’sSpirit’s results of operations or reclassification or adjustment of assets or liabilities to conform to Realty Income’s accounting policies and classifications. Therefore, Realty Income may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. In certain cases, the information necessary to evaluate the differences in accounting policies and the impacts thereof may not be available until after the Mergers areMerger is completed.
Note 3 — Reclassification Adjustments
The VEREIT and Realty IncomeSpirit’s historical financial statement line items include the reclassification of certain historical balances to conform to the post-combination Realty Income presentation of these unaudited pro forma condensed combined financial statements, as described below. These reclassifications have no effect on previously reported total assets, total liabilities, stockholders’ equity or net income from continuing operationsavailable to common stockholders of Realty Income or VEREIT.Spirit.
Balance Sheet

The carrying amount of Realty Income’s goodwill of $14.1 million, previously classified as a component of Other assets, net, was reclassified into a new caption, Goodwill, on Realty Income’s consolidated balance sheet.

VEREIT’s balances for Operating lease right-of-use assets, Investment in unconsolidated entities, Restricted cash, and Rent and tenant receivables and other assets, net (excluding straight-line rent receivable, net and accounts receivable, net), previously disclosed as separate components of VEREIT’sSpirit’s September 30, 2023 Land and improvements on Spirit’s consolidated balance sheet have been reclassified to Other assets, netRealty Income’s (i) Land and (ii) Building and improvements, as follows (in thousands):
March 31, 2021
Rent and tenant receivables and other assets, net$368,926
Less: Straight-line rent receivable, net(278,871)
Less: Accounts receivable, net(52,000)
Operating lease right-of-use assets191,443
Investments in unconsolidated entities80,513
Restricted cash12,704
Other assets, net, as presented$322,715
September 30,
2023
Land and improvements:$2,742,072
Land (as presented)1,808,364
Building and improvements933,708

VEREIT’s balances for Straight-line rent receivable, net and Accounts receivable, net,Spirit’s September 30, 2023 balance of $1.4 billion previously disclosedclassified as a component of Rent and tenant receivables and other assets, net,Accumulated depreciation on VEREIT’sSpirit’s consolidated balance sheet, havehas been reclassified to Accounts receivable, net as follows (in thousands):Realty Income’s Accumulated depreciation and amortization.
March 31, 2021
Straight-line rent receivable, net$278,871
Accounts receivable, net52,000
Accounts receivable, net, as presented$330,871

Spirit’s September 30, 2023 balance of $61.5 million previously classified as Real estate assets held for sale, net on Spirit’s consolidated balance sheet, has been reclassified to Realty Income’s Real estate and lease intangibles held for sale, net.
 
156131

 

VEREIT’sSpirit’s September 30, 2023 balances for intangible lease assets and the related accumulated amortization, which wereaccounts previously reported on a gross basisclassified as Loan receivables, net, components of the Total realDeferred costs and other assets, net (as shown in table below) and Real estate investments,assets under direct financing leases, net subtotal on VEREIT’s consolidated balance sheet, have been reclassified outside of Total real estate investments, net to Lease intangibleRealty Income’s Other assets, net, as follows (in thousands):
March 31, 2021
Intangible lease assets$1,883,826
Less: Accumulated amortization(951,994)
Lease intangible assets, net, as presented$931,832
September 30,
2023
Loans receivable, net$52,949
Portion of deferred costs and other assets, net110,975
Real estate assets under direct financing leases, net7,404
Other assets, net (as presented)$171,328

VEREIT’s balances for$199.8 million of Spirit’s September 30, 2023 receivables and straight-line rent previously classified by Spirit as Deferred rentcosts and other assets, net have been reclassified from Deferred costs and other assets, net to Realty Income’s Accounts receivable, net.

Spirit’s September 30, 2023 balance of $2.7 billion previously classified as Senior unsecured notes, net on Spirit’s consolidated balance sheet, has been reclassified to Realty Income’s Notes payable, net.

The components of Spirit’s September 30, 2023 Accounts payable, accrued expenses and other liabilities and Operating lease liabilities previously disclosed as separate components of VEREIT’son Spirit’s consolidated balance sheet, have been reclassified to Realty Income’s (i) Distributions payable, (ii) Accounts payable and accrued expenses, and (iii) Other liabilities, as follows (in thousands):
March 31, 2021
Deferred rent and other liabilities$62,944
Operating lease liabilities202,024
Other liabilities, as presented$264,968
September 30,
2023
Accounts payable, accrued expenses and other liabilities:$230,353
Distributions payable (as presented)99,571
Accounts payable and accrued expenses (as presented)69,045
Other liabilities (as presented)61,737

VEREIT’sSpirit’s September 30, 2023 balance for Corporate bonds, net, of $4.6$3.0 billion previously disclosedclassified as a separate component of VEREIT’s consolidated balance sheet,Accumulated deficit has been reclassified to Notes payable, net.Realty Income’s Distributions in excess of net income.

VEREIT’s balance for PreferredSpirit’s September 30, 2023 balances previously classified as Common stock previously disclosed as a separate componentand Capital in excess of VEREIT’s consolidated balance sheet, and the associated amount of additional paid-in capital, previously disclosed as a component of Additional paid-in capital on VEREIT’s consolidated balance sheet,common stock par value have been reclassified to Preferred stock and paid-in capital, as follows (in thousands):
March 31, 2021
Preferred stock$149
Additional paid-in capital371,632
Preferred stock and paid-in capital, as presented$371,781

VEREIT’s balances for Common stock and Additional paid-in capital, previously disclosed as separate components of VEREIT’s consolidated balance sheet, have been reclassified toRealty Income’s Common stock and paid-in capital, as follows (in thousands):
March 31, 2021
Common stock$2,291
Additional paid-in capital13,350,661
Less: Additional paid-in capital related to preferred stock(371,632)
Common stock and paid-in capital, as presented$12,981,320
September 30,
2023
Common stock$7,067
Capital in excess of common stock par value7,300,728
Common stock and paid-in capital (as presented)$7,307,795
Statements of Operations:Income Statement

VEREIT’s FeesSpirit’s balances for Interest income on loans receivable, Earned income from managed partnershipsdirect financing leases and Other operating income previously classified as separate components of $0.5 million and $3.1 million for the three months ended March 31, 2021 and year ended December 31, 2020, respectively, previously disclosed as a separate component of TotalSpirit’s Revenues, have been reclassified to Realty Income’s Other revenue, on VEREIT’s consolidated statements of operations, were reclassified under Revenue as Other.

VEREIT’s Other income, net, of $3.7 million and $6.6 million for the three months ended March 31, 2021 and year ended December 31, 2020, respectively, previously disclosed as a separate component of Other income (expenses) on VEREIT’s consolidated statements of operations, was reclassified under Revenue as Other. Total reclassifications within Other under Revenue are as follows (in thousands):
For the nine 
months ended
September 30,
2023
For the year
ended
December 31,
2022
Interest income on loans receivable$3,919$1,884
Earned income from direct financing leases393525
Other operating income4,8884,191
Other revenue (as presented)$9,200$6,600
 
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For the three
months ended
March 31, 2021
For the year ended
December 31, 2020
Fees from managed partnerships$500$3,081
Other income, net3,6666,610
Other, as presented$4,166$9,691

Spirit’s balances of Deal pursuit costs of $1.2 million and $4.7 million for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, have been reclassified to Realty Income’s General and administrative.

VEREIT’s Acquisition-relatedSpirit’s balances for Gain on disposition of assets of $66.5 million and Litigation$110.9 million for the nine months ended September 30, 2023, and non-routine costs, net, previously disclosed as separate componentsyear ended December 31, 2022, respectively, have been reclassified to Realty Income’s Gain on sales of operating expenses on VEREIT’s consolidated statements of operations, were combined with General and administrative expense in a single line item, as follows (in thousands):real estate.
For the thre
months ended
March 31, 2021
For the year ended
December 31, 2020
Acquisition-related$1,354$4,790
Litigation and non-routine costs, net682,348
General and administrative14,52661,349
General and administrative, as presented$15,948$68,487
Note 4 — Preliminary Purchase Price Allocation and Pro Forma Transactions Adjustments
Estimated Preliminary Purchase Price
The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the purchase consideration to VEREIT’sSpirit’s identifiable net assets acquired. The preliminary allocation of purchase consideration in these unaudited pro forma condensed combined financial statements is based upon an estimated preliminary purchase price of approximately $17.6$6.0 billion. The calculation of the estimated preliminary purchase price related to the MergersMerger is as follows (in thousands, except share and per share data):
Amount
Estimated shares of VEREIT common stock and VEREIT OP common units to be exchanged(a)
229,281,987
Exchange Ratio0.705
Estimated shares of Realty Income common stock to be issued161,643,801
Closing price of Realty Income common stock on June 1, 2021(b)
$69.35
Estimated fair value of Realty Income common stock to be issued to former holders of VEREIT common stock and VEREIT OP common units(b)
$11,209,998
Redemption of VEREIT Series F Preferred Stock and VEREIT OP Series F Preferred OP Units(c)
374,066
Estimated fair value of VEREIT’s equity-based compensation awards attributable
to pre-combination services(d)
33,630
Consideration to be transferred$11,617,694
Preliminary fair value of VEREIT mortgages payable and notes payable assumed
by Realty Income
6,021,649
Total estimated preliminary purchase price$17,639,343
Amount
Shares of Spirit’s common stock to be exchanged(a)
141,331,218
Exchange Ratio0.762
Shares of Realty Income common stock issued107,694,388
Closing price of Realty Income common stock on December 11, 2023$54.39
Estimated fair value of Realty Income common stock to be issued to the former holders of Spirit common stock$5,857,498
Shares of Realty Income Series A preferred stock issued in exchange for Spirit Series A preferred stock(b)
6,900,000
Closing price of Spirit Series A preferred stock on December 11, 2023(b)
$23.80
Estimated fair value of Realty Income Series A preferred stock to be issued to the former holders of Spirit Series A preferred stock$164,220
Estimated fair value of Spirit’s performance share awards attributable to pre-combination services(c)
$21,538
Cash payment for accrued and unpaid dividend equivalents to Spirit performance share award holders to be settled by Realty Income(d)
$4,021
Less: estimated fair value of Spirit restricted stock awards attributable to post-combination
costs(e)
$(5,419)
Total estimated preliminary purchase price$6,041,858
(a)
Includes 229,129,954141,331,218 shares of VEREITSpirit common stock outstanding as of March 31, 2021 and 152,033 VEREIT OPSeptember 30, 2023, inclusive of 206,817 unvested Spirit restricted stock awards which will be converted into Realty Income common units outstanding asstock at the Effective Time. The portion of March 31, 2021.the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (e) below. Under the Merger Agreement, these shares and units are to be converted to Realty Income common stock at an Exchange Ratio of 0.7050.762 per share of VEREITSpirit’s common stock or VEREIT OP common unit, as applicable.stock.
(b)
The estimatedIncludes 6,900,000 shares of Spirit Series A preferred stock outstanding as of September 30, 2023. Under the Merger Agreement, these shares are to be converted to the newly issued Realty Income Series A preferred stock at an exchange ratio of 1.0 per share of Spirit Series A preferred stock at the Effective Time. Given that Spirit Series A preferred stock is publicly traded, and it will be exchanged into a newly created class of Realty Income Series A preferred stock having substantially the same terms as the Spirit Series A preferred stock, the publicly traded price of Spirit Series A preferred stock is the best indicator of the preliminary fair value of Realty Income commonSeries A preferred stock yet to be issued to former holders of VEREIT common stock and VEREIT OP common units is based upon the per share closing price of Realtyissued.
 
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Income’s common stock on June 1, 2021 which was $69.35, multiplied by the estimated shares of Realty Income common stock to be issued.
(c)
Immediately prior to and conditional upon the consummation of the Mergers, VEREIT will issue a notice of redemption with respect to all of the outstanding shares of the VEREIT Series F Preferred Stock, and Realty Income will cause funds to be deposited in escrow to pay the redemption price for each share of the VEREIT Series F Preferred Stock at the liquidation preference of $25.00 plus all accrued and unpaid dividends up to and including the redemption date. The estimated preliminary purchase price presented in these unaudited pro forma condensed combined financial statements is based upon 14,921,012 shares of the VEREIT Series F Preferred Stock (including 49,766 shares of the VEREIT OP Series F Preferred Units included within Noncontrolling interests) outstanding as of March 31, 2021 and the accrued and unpaid dividends on such VEREIT Series F Preferred Stock of $1.0 million.
(d)
Represents the estimated fair value of fully vested VEREIT DSU Awards whichSpirit performance share awards that will be converted into Realty Income common stock uponat the Mergers, as well asEffective Time that are attributable to pre-combination services.
(d)
Represents the amount of any accrued and unpaid cash dividend equivalents corresponding to each Spirit performance share award that will be settled by Realty Income in cash.
(e)
Represents the estimated fair value of the Realty Income replacement employee and executive stock options,Spirit restricted stock units, and performance restricted stock unitsawards that will be granted ataccelerated and converted into Realty Income common stock upon the closing date ofEffective Time, reflecting the Mergers and which arevalue attributable to pre-combinationpost-combination services.
The actual value of the Realty Income common stock and Realty Income Series A preferred stock to be issued in the MergersMerger will depend on the market price of shares of Realty Income common stock and Realty Income Series A preferred stock at the closing date of the Mergers,Merger, and therefore the actual purchase price will fluctuate with the market price of Realty Income common stocknot be known until the Mergers areMerger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the unaudited pro forma condensed combined financial statements. A 10% difference in the Realty Income’sIncome common stock and the Realty Income Series A preferred stock price from the assumptions set forth in the table above would change the purchase price by approximately $1.1 billion,$602.2 million, which would be recorded as an adjustment to the fair value of the net assets and liabilities acquired, including goodwill as applicable.
The In addition, the outstanding number of shares of VEREITSpirit common stock, the outstanding number of VEREIT OP common units, and the outstanding shares of the VEREITSpirit Series F Preferred Stock and the VEREIT OP Series F Preferred UnitsA preferred stock may change prior to the closing of the MergersMerger due to transactions in the ordinary course of business, including unknown changes in vesting of outstanding VEREITSpirit equity-based awards and any grants of new VEREIT equity-based awards. These changes are not expected to have a material impact on the unaudited pro forma condensed combined financial statements.
Preliminary Purchase Price AllocationBalance Sheet

The preliminary purchase price allocationcomponents of Spirit’s September 30, 2023 Land and improvements on Spirit’s consolidated balance sheet have been reclassified to assets acquiredRealty Income’s (i) Land and liabilities assumed is provided throughout these notes to the unaudited pro forma condensed combined financial statements. The following table provides a summary of the preliminary purchase price allocation by major categories of assets acquired(ii) Building and liabilities assumed based on Realty Income management’s preliminary estimate of their respective fair valuesimprovements, as of March 31, 2021follows (in thousands):
Amount
Total estimated preliminary purchase price$17,639,343
Assets:
Real estate held for investment$14,017,258
Real estate and lease intangibles held for sale11,300
Lease intangible assets2,710,838
Cash and cash equivalents318,561
Accounts receivable52,000
Other assets347,181
Total assets acquired$17,457,138

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Amount
Liabilities:
Distributions payable$105,948
Accounts payable and accrued expenses(a)
163,280
Lease intangible liabilities499,701
Other liabilities264,968
Mortgages payable1,096,403
Notes payable4,925,246
Total liabilities assumed$7,055,546
Estimated preliminary fair value of net assets acquired$10,401,592
Add: Estimated preliminary fair value of noncontrolling interests acquired1,171
Goodwill$1,217,273
September 30,
2023
Land and improvements:$2,742,072
Land (as presented)1,808,364
Building and improvements933,708
(a)
ThisSpirit’s September 30, 2023 balance includes $46.8 million of estimated transaction costs$1.4 billion previously classified as Accumulated depreciation on Spirit’s consolidated balance sheet, has been reclassified to be incurred by VEREIT as a result of the Mergers. These costs are expected to be recognized as an expense in VEREIT's pre-combination statement of operationsRealty Income’s Accumulated depreciation and therefore they are reflected as a liability assumed by Realty Income, with no impact on pro forma combined distributions in excess of net income.amortization.
The preliminary fair values
Spirit’s September 30, 2023 balance of identifiable$61.5 million previously classified as Real estate assets acquired and liabilities assumed are basedheld for sale, net on a valuation as of the assumed consummation date of the Mergers that is prepared bySpirit’s consolidated balance sheet, has been reclassified to Realty Income with assistance of a third-party valuation advisor. For the preliminary estimate of fair values of assets acquired and liabilities assumed of VEREIT, Realty Income used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The allocation is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed, and such differences could be material. In particular, the fair values of the assets and liabilities were estimated, in part, based upon the allocation of realIncome’s Real estate and intangible lease assets and liabilities, and adjusted to reflect reasonable estimationsintangibles held for above-market and below-market leases, in-place lease values, and avoided lease origination costs, and to incorporate estimates for the mark-to-market adjustments (i.e., premiums) of mortgages payable and notes payable to be assumed in the Mergers, all of which are based on Realty Income’s historical experience with similar assets and liabilities. In determining the estimated fair value of VEREIT’s tangible assets, Realty Income utilized customary methods, including the income, market, and cost approaches. Amounts allocated to land, buildings and improvements, tenant improvements, and lease intangible assets and liabilities were based on an analysis performed by third parties based on Realty Income’s, VEREIT’s and other portfolios with similar property characteristics.sale, net.
The purchase price allocation presented above has not been finalized. The final determination of the allocation of the purchase price will be based on the fair value of such assets and liabilities as of the actual consummation date of the Mergers and will be completed after the Mergers are consummated. These final fair values will be determined based on Realty Income’s management’s judgment, which is based on various factors, including (1) market conditions, (2) the industry in which the client operates, (3) the characteristics of the real estate (i.e., location, size, demographics, value and comparative rental rates), (4) the client credit profile, (5) store profitability metrics and the importance of the location of the real estate to the operations of the client’s business, and/or (6) real estate valuations. The final determination of these estimated fair values, the assets’ useful lives and the depreciation and amortization methods are dependent upon certain valuations and other analyses that have not yet been completed, and as previously stated could differ materially from the amounts presented in the unaudited pro forma condensed combined financial statements. The final determination will be completed as soon as practicable but no later than one year after the consummation of the Mergers. Any increase or decrease in the fair value of the net assets acquired, as compared to the information shown herein, could change the portion of the purchase consideration allocable to goodwill and could impact the operating results of the combined company following the Mergers due to differences in the allocation of the purchase consideration, as well as changes in the depreciation and amortization related to some of the acquired assets.
 
160131

 

Spirit’s September 30, 2023 balances for the accounts previously classified as Loan receivables, net, components of Deferred costs and other assets, net (as shown in table below) and Real estate assets under direct financing leases, net have been reclassified to Realty Income’s Other assets, net, as follows (in thousands):
September 30,
2023
Loans receivable, net$52,949
Portion of deferred costs and other assets, net110,975
Real estate assets under direct financing leases, net7,404
Other assets, net (as presented)$171,328

$199.8 million of Spirit’s September 30, 2023 receivables and straight-line rent previously classified by Spirit as Deferred costs and other assets, net have been reclassified from Deferred costs and other assets, net to Realty Income’s Accounts receivable, net.

Spirit’s September 30, 2023 balance of $2.7 billion previously classified as Senior unsecured notes, net on Spirit’s consolidated balance sheet, has been reclassified to Realty Income’s Notes payable, net.

The components of Spirit’s September 30, 2023 Accounts payable, accrued expenses and other liabilities on Spirit’s consolidated balance sheet, have been reclassified to Realty Income’s (i) Distributions payable, (ii) Accounts payable and accrued expenses, and (iii) Other liabilities, as follows (in thousands):
September 30,
2023
Accounts payable, accrued expenses and other liabilities:$230,353
Distributions payable (as presented)99,571
Accounts payable and accrued expenses (as presented)69,045
Other liabilities (as presented)61,737

Spirit’s September 30, 2023 balance of $3.0 billion previously classified as Accumulated deficit has been reclassified to Realty Income’s Distributions in excess of net income.

Spirit’s September 30, 2023 balances previously classified as Common stock and Capital in excess of common stock par value have been reclassified to Realty Income’s Common stock and paid-in capital, as follows (in thousands):
September 30,
2023
Common stock$7,067
Capital in excess of common stock par value7,300,728
Common stock and paid-in capital (as presented)$7,307,795
Income Statement

Spirit’s balances for Interest income on loans receivable, Earned income from direct financing leases and Other operating income previously classified as separate components of Spirit’s Revenues, have been reclassified to Realty Income’s Other revenue, as follows (in thousands):
For the nine 
months ended
September 30,
2023
For the year
ended
December 31,
2022
Interest income on loans receivable$3,919$1,884
Earned income from direct financing leases393525
Other operating income4,8884,191
Other revenue (as presented)$9,200$6,600

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Spirit’s balances of Deal pursuit costs of $1.2 million and $4.7 million for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, have been reclassified to Realty Income’s General and administrative.

Spirit’s balances for Gain on disposition of assets of $66.5 million and $110.9 million for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, have been reclassified to Realty Income’s Gain on sales of real estate.
Note 54 — MergerPreliminary Purchase Price Allocation and Pro Forma Transactions Adjustments
Estimated Preliminary Purchase Price
The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the purchase consideration to Spirit’s identifiable net assets acquired. The preliminary allocation of purchase consideration in these unaudited pro forma condensed combined financial statements is based upon an estimated preliminary purchase price of approximately $6.0 billion. The calculation of the estimated preliminary purchase price related to the Merger is as follows (in thousands, except share and per share data):
Amount
Shares of Spirit’s common stock to be exchanged(a)
141,331,218
Exchange Ratio0.762
Shares of Realty Income common stock issued107,694,388
Closing price of Realty Income common stock on December 11, 2023$54.39
Estimated fair value of Realty Income common stock to be issued to the former holders of Spirit common stock$5,857,498
Shares of Realty Income Series A preferred stock issued in exchange for Spirit Series A preferred stock(b)
6,900,000
Closing price of Spirit Series A preferred stock on December 11, 2023(b)
$23.80
Estimated fair value of Realty Income Series A preferred stock to be issued to the former holders of Spirit Series A preferred stock$164,220
Estimated fair value of Spirit’s performance share awards attributable to pre-combination services(c)
$21,538
Cash payment for accrued and unpaid dividend equivalents to Spirit performance share award holders to be settled by Realty Income(d)
$4,021
Less: estimated fair value of Spirit restricted stock awards attributable to post-combination
costs(e)
$(5,419)
Total estimated preliminary purchase price$6,041,858
(a)
Includes 141,331,218 shares of Spirit common stock outstanding as of September 30, 2023, inclusive of 206,817 unvested Spirit restricted stock awards which will be converted into Realty Income common stock at the Effective Time. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (e) below. Under the Merger Agreement, these shares and units are to be converted to Realty Income common stock at an Exchange Ratio of 0.762 per share of Spirit’s common stock.
(b)
Includes 6,900,000 shares of Spirit Series A preferred stock outstanding as of September 30, 2023. Under the Merger Agreement, these shares are to be converted to the newly issued Realty Income Series A preferred stock at an exchange ratio of 1.0 per share of Spirit Series A preferred stock at the Effective Time. Given that Spirit Series A preferred stock is publicly traded, and it will be exchanged into a newly created class of Realty Income Series A preferred stock having substantially the same terms as the Spirit Series A preferred stock, the publicly traded price of Spirit Series A preferred stock is the best indicator of the preliminary fair value of Realty Income Series A preferred stock yet to be issued.

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(c)
Represents the estimated fair value of fully vested Spirit performance share awards that will be converted into Realty Income common stock at the Effective Time that are attributable to pre-combination services.
(d)
Represents the amount of any accrued and unpaid cash dividend equivalents corresponding to each Spirit performance share award that will be settled by Realty Income in cash.
(e)
Represents the estimated fair value of Spirit restricted stock awards that will be accelerated and converted into Realty Income common stock upon the Effective Time, reflecting the value attributable to post-combination services.
The actual value of the Realty Income common stock and Realty Income Series A preferred stock to be issued in the Merger will depend on the market price of shares of Realty Income common stock and Realty Income Series A preferred stock at the closing date of the Merger, and therefore the actual purchase price will not be known until the Merger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the unaudited pro forma condensed combined financial statements. A 10% difference in the Realty Income common stock and the Realty Income Series A preferred stock price from the assumptions set forth in the table above would change the purchase price by approximately $602.2 million, which would be recorded as an adjustment to the fair value of the assets and liabilities acquired, including goodwill as applicable. In addition, the outstanding number of shares of Spirit common stock, and the outstanding shares of Spirit Series A preferred stock may change prior to the closing of the Merger due to transactions in the ordinary course of business, including unknown changes in vesting of outstanding Spirit equity-based awards and any grants of new equity-based awards.
Balance Sheet

The components of Spirit’s September 30, 2023 Land and improvements on Spirit’s consolidated balance sheet have been reclassified to Realty Income’s (i) Land and (ii) Building and improvements, as follows (in thousands):
September 30,
2023
Land and improvements:$2,742,072
Land (as presented)1,808,364
Building and improvements933,708

Spirit’s September 30, 2023 balance of $1.4 billion previously classified as Accumulated depreciation on Spirit’s consolidated balance sheet, has been reclassified to Realty Income’s Accumulated depreciation and amortization.

Spirit’s September 30, 2023 balance of $61.5 million previously classified as Real estate assets held for sale, net on Spirit’s consolidated balance sheet, has been reclassified to Realty Income’s Real estate and lease intangibles held for sale, net.

131



Spirit’s September 30, 2023 balances for the accounts previously classified as Loan receivables, net, components of Deferred costs and other assets, net (as shown in table below) and Real estate assets under direct financing leases, net have been reclassified to Realty Income’s Other assets, net, as follows (in thousands):
September 30,
2023
Loans receivable, net$52,949
Portion of deferred costs and other assets, net110,975
Real estate assets under direct financing leases, net7,404
Other assets, net (as presented)$171,328

$199.8 million of Spirit’s September 30, 2023 receivables and straight-line rent previously classified by Spirit as Deferred costs and other assets, net have been reclassified from Deferred costs and other assets, net to Realty Income’s Accounts receivable, net.

Spirit’s September 30, 2023 balance of $2.7 billion previously classified as Senior unsecured notes, net on Spirit’s consolidated balance sheet, has been reclassified to Realty Income’s Notes payable, net.

The components of Spirit’s September 30, 2023 Accounts payable, accrued expenses and other liabilities on Spirit’s consolidated balance sheet, have been reclassified to Realty Income’s (i) Distributions payable, (ii) Accounts payable and accrued expenses, and (iii) Other liabilities, as follows (in thousands):
September 30,
2023
Accounts payable, accrued expenses and other liabilities:$230,353
Distributions payable (as presented)99,571
Accounts payable and accrued expenses (as presented)69,045
Other liabilities (as presented)61,737

Spirit’s September 30, 2023 balance of $3.0 billion previously classified as Accumulated deficit has been reclassified to Realty Income’s Distributions in excess of net income.

Spirit’s September 30, 2023 balances previously classified as Common stock and Capital in excess of common stock par value have been reclassified to Realty Income’s Common stock and paid-in capital, as follows (in thousands):
September 30,
2023
Common stock$7,067
Capital in excess of common stock par value7,300,728
Common stock and paid-in capital (as presented)$7,307,795
Income Statement

Spirit’s balances for Interest income on loans receivable, Earned income from direct financing leases and Other operating income previously classified as separate components of Spirit’s Revenues, have been reclassified to Realty Income’s Other revenue, as follows (in thousands):
For the nine 
months ended
September 30,
2023
For the year
ended
December 31,
2022
Interest income on loans receivable$3,919$1,884
Earned income from direct financing leases393525
Other operating income4,8884,191
Other revenue (as presented)$9,200$6,600

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Spirit’s balances of Deal pursuit costs of $1.2 million and $4.7 million for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, have been reclassified to Realty Income’s General and administrative.

Spirit’s balances for Gain on disposition of assets of $66.5 million and $110.9 million for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, have been reclassified to Realty Income’s Gain on sales of real estate.
Note 4 — Preliminary Purchase Price Allocation and Pro Forma Transactions Adjustments
Estimated Preliminary Purchase Price
The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the purchase consideration to Spirit’s identifiable net assets acquired. The preliminary allocation of purchase consideration in these unaudited pro forma condensed combined financial statements is based upon an estimated preliminary purchase price of approximately $6.0 billion. The calculation of the estimated preliminary purchase price related to the Merger is as follows (in thousands, except share and per share data):
Amount
Shares of Spirit’s common stock to be exchanged(a)
141,331,218
Exchange Ratio0.762
Shares of Realty Income common stock issued107,694,388
Closing price of Realty Income common stock on December 11, 2023$54.39
Estimated fair value of Realty Income common stock to be issued to the former holders of Spirit common stock$5,857,498
Shares of Realty Income Series A preferred stock issued in exchange for Spirit Series A preferred stock(b)
6,900,000
Closing price of Spirit Series A preferred stock on December 11, 2023(b)
$23.80
Estimated fair value of Realty Income Series A preferred stock to be issued to the former holders of Spirit Series A preferred stock$164,220
Estimated fair value of Spirit’s performance share awards attributable to pre-combination services(c)
$21,538
Cash payment for accrued and unpaid dividend equivalents to Spirit performance share award holders to be settled by Realty Income(d)
$4,021
Less: estimated fair value of Spirit restricted stock awards attributable to post-combination
costs(e)
$(5,419)
Total estimated preliminary purchase price$6,041,858
(a)
Includes 141,331,218 shares of Spirit common stock outstanding as of September 30, 2023, inclusive of 206,817 unvested Spirit restricted stock awards which will be converted into Realty Income common stock at the Effective Time. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (e) below. Under the Merger Agreement, these shares and units are to be converted to Realty Income common stock at an Exchange Ratio of 0.762 per share of Spirit’s common stock.
(b)
Includes 6,900,000 shares of Spirit Series A preferred stock outstanding as of September 30, 2023. Under the Merger Agreement, these shares are to be converted to the newly issued Realty Income Series A preferred stock at an exchange ratio of 1.0 per share of Spirit Series A preferred stock at the Effective Time. Given that Spirit Series A preferred stock is publicly traded, and it will be exchanged into a newly created class of Realty Income Series A preferred stock having substantially the same terms as the Spirit Series A preferred stock, the publicly traded price of Spirit Series A preferred stock is the best indicator of the preliminary fair value of Realty Income Series A preferred stock yet to be issued.

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(c)
Represents the estimated fair value of fully vested Spirit performance share awards that will be converted into Realty Income common stock at the Effective Time that are attributable to pre-combination services.
(d)
Represents the amount of any accrued and unpaid cash dividend equivalents corresponding to each Spirit performance share award that will be settled by Realty Income in cash.
(e)
Represents the estimated fair value of Spirit restricted stock awards that will be accelerated and converted into Realty Income common stock upon the Effective Time, reflecting the value attributable to post-combination services.
The actual value of the Realty Income common stock and Realty Income Series A preferred stock to be issued in the Merger will depend on the market price of shares of Realty Income common stock and Realty Income Series A preferred stock at the closing date of the Merger, and therefore the actual purchase price will not be known until the Merger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the unaudited pro forma condensed combined financial statements. A 10% difference in the Realty Income common stock and the Realty Income Series A preferred stock price from the assumptions set forth in the table above would change the purchase price by approximately $602.2 million, which would be recorded as an adjustment to the fair value of the assets and liabilities acquired, including goodwill as applicable. In addition, the outstanding number of shares of Spirit common stock, and the outstanding shares of Spirit Series A preferred stock may change prior to the closing of the Merger due to transactions in the ordinary course of business, including unknown changes in vesting of outstanding Spirit equity-based awards and any grants of new equity-based awards.
Preliminary Purchase Price Allocation
The preliminary purchase price allocation to assets acquired and liabilities assumed is provided throughout these notes to the unaudited pro forma condensed combined financial statements. The following table provides a summary of the preliminary purchase price allocation by major categories of assets acquired and liabilities assumed based on Realty Income management’s preliminary estimate of their respective fair values as of September 30, 2023 (in thousands):
Amount
Total estimated preliminary purchase price$6,041,858
Assets:
Real estate held for investment$7,923,667
Real estate and lease intangibles held for sale92,800
Lease intangible assets1,233,730
Cash and cash equivalents(a)
39,531
Accounts receivable14,581
Other assets159,543
Total assets acquired$9,463,852
Liabilities:
Accounts payable and accrued expenses(b)
$127,045
Lease intangible liabilities391,491
Other liabilities61,737
Term loan1,100,705
Mortgages payable4,229
Notes payable2,339,854
Total liabilities assumed$4,025,061
Estimated preliminary fair value of net assets acquired$5,438,791
Goodwill$603,067

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(a)
This balance does not include $4.0 million of the Pro Forma Transactions Adjustments related to Realty Income’s cash payment for accrued and unpaid dividend equivalents to Spirit performance share award holders, that is included in the Total estimated preliminary purchase price. The balance also does not include the Pro Forma Transactions Adjustments related to the settlement of $58.0 million of Spirit’s estimated transaction-related costs following the Effective Time.
(b)
This balance includes $58.0 million of estimated transaction-related costs to be incurred by Spirit which have not yet been reflected in the historical consolidated financial statements of Spirit and will be settled by Realty Income following the Effective Time.
The preliminary fair values of identifiable assets acquired, and liabilities assumed are based on an estimated valuation as of an assumed date upon which the Effective Time would occur that was prepared by Realty Income with the assistance of a third-party valuation advisor. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Spirit, Realty Income used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The allocation is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the pro forma preliminary purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed, and such differences could be material. In particular, the fair values of the assets and liabilities were estimated, in part, based upon the allocation of real estate and intangible lease assets and liabilities, and adjusted to reflect reasonable estimations for above-market and below-market leases, in-place lease values, and avoided lease origination costs, and to incorporate estimates for the mark-to-market adjustments (i.e., discounts) of mortgages payable and notes payable to be assumed in the Merger, all of which are based on Realty Income’s historical experience with similar assets and liabilities. In determining the estimated fair value of Spirit’s assets and liabilities, Realty Income utilized customary methods, including the income, market, and cost approaches. Amounts allocated to land, buildings and improvements, tenant improvements, and lease intangible assets and liabilities were based on an analysis performed by third parties based on Realty Income’s, Spirit’s and other portfolios with similar property characteristics.
The purchase price allocation presented above is preliminary and it has not been finalized. The final determination of the allocation of the purchase price will be completed no later than twelve months following the Effective Time. These final fair values will be determined based on Realty Income’s management’s judgment, which is based on various factors, including (1) market conditions, (2) the industry in which the client operates, (3) the characteristics of the real estate (i.e., location, size, demographics, value and comparative rental rates), (4) the client credit profile, (5) store profitability metrics and the importance of the location of the real estate to the operations of the client’s business, and/or (6) real estate valuations. The final determination of these estimated fair values, the assets’ useful lives and the depreciation and amortization methods are dependent upon certain valuations and other analyses that have not yet been completed, and as previously stated could differ materially from the amounts presented in the unaudited pro forma condensed combined financial statements. The final determination will be completed as soon as practicable but no later than one year after the consummation of the Merger. Any increase or decrease in the fair value of the net assets acquired, as compared to the information shown herein, could change the portion of the purchase consideration allocable to goodwill and could impact the operating results of the combined company following the Merger due to differences in the allocation of the purchase consideration, as well as changes in the depreciation and amortization related to some of the acquired assets.
Balance Sheet
The pro forma adjustments reflect the effect of the MergersPro Forma Transactions on Realty Income’s and VEREIT’sSpirit’s historical consolidated balance sheets as if the MergersPro Forma Transactions occurred on March 31, 2021.September 30, 2023.

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Assets
1)
The pro forma adjustments for Land and Buildings and improvements reflect: (i) the elimination of VEREIT’sSpirit’s historical carrying values of $2.7$1.8 billion for Land and $9.9$7.0 billion for Buildings and improvements, and (ii) the recognition of the fair value of these assets of $3.3$1.9 billion for Land and $10.7$6.1 billion for Buildings and improvements, based upon the preliminary valuation of the tangible real estate assets to be acquired. For information regarding the valuation methodology applied to the tangible real estate assets, refer to the Preliminary Purchase Price Allocation section of Note 4. The pro forma adjustments are presented as follows (in thousands):
Estimated
fair value
Less: Elimination
of historical
carrying value
Total pro forma
adjustment
Estimated
fair value
Less: Elimination
of historical gross
carrying value
Total
pro forma
adjustment
Land$3,292,005$(2,698,232)$593,773$1,857,452$(1,808,364)$49,088
Buildings and improvements10,725,253(9,941,903)783,3506,066,215(7,015,086)(948,871)
2)
Accumulated depreciation and amortization were adjusted to eliminate VEREIT’sSpirit’s historical accumulated depreciation and amortization balancesbalance of $2.9$1.4 billion.
3)
VEREIT’sSpirit’s Real estate and lease intangibles held for sale, net werewas adjusted by $6.4to remove the historical carrying value of $61.5 million, toand reflect the contract sale price,its assets at fair value, less estimated selling expenses, on those assets, totaling $11.3$92.8 million. The fair value was determined based on the contractual sale prices from executed sale agreements.
4)
Pro forma adjustment to Cash and cash equivalents and Distributions payable represents the payment of dividends declared, but not paid, as of the Effective Date to Spirit’s common stock, restricted stock award, and Spirit performance share award holders. The Cash and cash equivalents line also includes a settlement of Spirit’s estimated transaction-related costs of $58.0 million.
5)
Accounts receivable, net werewas adjusted to eliminate VEREIT’sSpirit’s historical straight-line rent receivable, net, of $278.9$185.2 million, which is not treated as a separately recognized asset on the combined company’s balance sheet.
5)6)
The pro forma adjustments for Lease intangible assets, net reflect: (i) the elimination of VEREIT’sSpirit’s historical carrying values for these assets, net of the associated accumulated amortization, of $931.8$389.1 million and (ii) the recognition of the fair value of these assets of $2.7$1.2 billion, based upon the preliminary valuation of the intangible real estate assets to be acquired. For information regarding the valuation methodology applied to the lease intangible assets, refer to the Preliminary Purchase Price Allocation section of Note 4. The following table summarizes the major classes of lease intangible assets acquired and the total pro forma adjustment to Lease intangible assets, net (in thousands):
Amount
Preliminary allocation of fair value:
In-place leases$2,063,904
Leasing commissions and marketing costs290,457
Above-market lease assets356,477
Less: Elimination of historical carrying value of lease intangible assets, net(931,832)
Total pro forma adjustment$1,779,006
Amount
Preliminary allocation of fair value:
In-place leases$803,589
Leasing commissions, legal and marketing costs250,429
Above-market lease assets179,712
Less: Elimination of historical carrying value of lease intangible assets, net(389,100)
Total pro forma adjustment$844,630
6)7)
The pro forma adjustments for Goodwill reflect: (i) the elimination of VEREIT’sSpirit’s historical goodwill balance of $1.3 billion,$225.6 million, and (ii) the recognition of the preliminary goodwill balance associated with the MergersMerger of $1.2 billion$603.1 million based on the preliminary purchase price allocation. For additional information, refer to the Preliminary Purchase Price Allocation section of Note 4.
8)
Other assets, net was adjusted to reflect (i) the elimination of Spirit’s deferred financing costs, net and capitalized lease transaction costs of $9.2 million, (ii) the elimination of Spirit’s historical carrying value
 
161136

 
7)
Other assets, net were adjusted to (i) eliminate deferred costs,for Loans receivable, net of $4.3$52.9 million, which consist primarilyand (iii) the recognition of unamortized deferred financing costs for VEREIT’s revolving credit facility, and (ii) recognize the fair value of acquired below-marketthe loans receivable and ground leases right of $28.8 million, based upon the preliminary valuationuse assets of these contracts.
$50.3 million.
Liabilities
8)
The pro forma adjustment for Distributions payable represents $1.0 million of dividends on the VEREIT Series F Preferred Stock accrued through March 31, 2021, which will be paid by Realty Income immediately prior to and in conjunction with the Mergers, as the consummation of the Mergers is contingent upon the settlement of the VEREIT Series F Preferred Stock, including the unpaid accrued dividends on the VEREIT Series F Preferred Stock.
9)
The pro forma adjustment for Accounts payable and accrued expenses represents $29.2 million and $46.8$60.0 million of estimated transactiontransaction-related costs to be incurred by Realty Income and VEREIT, respectively, as a resultwhich have not yet been reflected in the historical consolidated financial statements of Realty Income. This line item also contains an accrual of $58.0 million of the Mergers.estimated transaction-related costs to be incurred by Spirit which have not yet been reflected in the historical consolidated financial statements, as well as the assumed settlement of this amount. See Note 4 for additional details.
10)
The pro forma adjustments for Lease intangible liabilities, net reflect: (i) the elimination of VEREIT’sSpirit’s historical carrying values for thesethe intangible lease liabilities, net of the associated accumulated amortization, of $117.1$106.8 million, and (ii) the recognition of the fair value of these intangible liabilities of $499.7$391.5 million, based upon the preliminary valuation of the intangible lease liabilities to be assumed. For information regarding the valuation methodology applied to the lease intangible liabilities, refer to the Preliminary Purchase Price Allocation section of Note 4.
11)
In connection with the Merger, Realty Income expects to assume $3.9 billion of Spirit’s total historical cost debt outstanding as of September 30, 2023, with a weighted average interest rate of 3.4% and weighted average remaining term of 4.8 years. The pro forma adjustments for Term loan, net, Mortgages payable, net and Notes payable, net reflect: (i) the elimination of VEREIT’sSpirit’s historical carrying values of these liabilities,the Term loan, net, Mortgages payable, net and Notes payable, net including the associated unamortized deferred financing costs and net discounts, of $1.0$1.1 billion, $4.5 million and $2.7 billion for mortgagesthe Term loan, net, Mortgages payable, net and $4.6 billion for notesNotes payable, net respectively, and (ii) the recognition of the fair value of $1.1 billion, for mortgages payable$4.2 million and $4.9$2.3 billion for notesthe Term loan, net, Mortgages payable, net and Notes payable, net respectively, based upon the preliminary valuation of these liabilities. The preliminary fair value of mortgagesTerm loan, net, Mortgages payable, has been estimated by an independent third party using anet and Notes payable, net derived either based on (i) market quotes for identical or similar instruments in markets or (ii) discounted cash flow analysis, based onanalyses using estimates of observablethe amount and timing of future cash flows, market interest rates. The preliminary fair value of notes payable has been estimated using quoted market prices in active markets with limited trading volume, when available.rates and credit spreads. The following table summarizes the pro forma adjustments to the Term loan, net, Mortgages payable, net and Notes payable, net (in thousands):
Mortgages
payable
Notes
payable
Term
loan, net
Mortgages
payable, net
Notes
payable, net
Estimated fair value$1,096,403$4,925,246
Less: Elimination of historical carrying value, including unamortized
deferred financing costs and net discounts
(1,035,328)(4,586,252)
Elimination of historical carrying value of the remaining debt
instruments, including unamortized deferred financing
costs and net discounts
$(1,090,198)$(4,545)$(2,725,505)
Estimated pro forma fair value of liabilities assumed in the Merger1,100,7054,2292,339,854
Total pro forma adjustment$61,075$338,994$10,507$(316)$(385,651)
Equity
12)
The following table summarizes the pro forma adjustments for stockholders’ equity (in thousands):
Preferred stock
and paid-in
capital
Common stock
and paid-in
capital
Distributions
in excess of
net income
Accumulated
other
comprehensive
(loss) income
Redemption of the VEREIT Series F Preferred Stock(a)
$(371,781)$$$
Issuance of Realty Income common stock(b)
11,209,998
Settlement and exchange of VEREIT equity-based awards(c)
33,630
Elimination of VEREIT’s historical equity balances(12,981,320)6,610,678(634)
Realty Income merger related costs(d)
(29,206)
Total pro forma adjustment$(371,781)$(1,737,692)$6,581,472$(634)
Preferred stock
and paid-in
capital
Common stock
and paid-in
capital
Distributions in
excess of net
income
Accumulated
other
comprehensive
loss
Issuance of Realty Income common stock(a)
$$5,873,617$$
Issuance of Realty Income Series A preferred
stock(b)
164,220
Settlement of Spirit’s equity-based awards(c)
22,069(22,069)
Spirit transaction-related costs(d)
(58,000)
Elimination of Spirit’s historical equity
balances(e)
(166,177)(7,307,795)3,094,475(55,296)
 
162137

 
Preferred stock
and paid-in
capital
Common stock
and paid-in
capital
Distributions in
excess of net
income
Accumulated
other
comprehensive
loss
Realty Income transaction-related costs(f)
(60,000)
Total pro forma adjustment$(1,957)$(1,412,109)$2,954,406$(55,296)
(a)
The pro forma adjustment reflects the redemption of the VEREIT Series F Preferred Stock at the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, as described in Note 4. The total pro forma adjustment to cash and cash equivalents represents the amounts to be paid by Realty Income to redeem the VEREIT Series F Preferred Stock of $371.8 million, the VEREIT OP Series F Preferred Units of $1.2 million, and the accrued and unpaid dividends of $1.0 million.
(b)(a)
The pro forma adjustment represents the issuance of Realty Income common stock as consideration for the Mergers,Merger, as described in the Estimated Preliminary Purchase Price section of Note 4. The fair value of Realty Income common stock to be issued to former holders of VEREITSpirit’s common stock and VEREIT OP common units is based on the adjusted per share closing price of Realty Income common stock of $69.35$54.39 on June 1, 2021.December 11, 2023.
(b)
The pro forma adjustment represents the issuance of Realty Income Series A preferred stock as consideration for the Merger, as described in the Estimated Preliminary Purchase Price section of Note 4. The fair value of Realty Income Series A preferred stock issued to former holders of Spirit Series A preferred stock is based on the fair value of Spirit Series A preferred stock of $23.80 on December 11, 2023.
(c)
Represents the estimated fair value of fully vested VEREIT DSU AwardsSpirit restricted stock awards and Spirit performance share award units of $22.1 million which will be converted into Realty Income common stock upon the Mergers, as well as the fair valueEffective Time. The vesting of thethese awards is to be discretionarily accelerated and they will be converted into Realty Income replacement employee and executivecommon stock options, restricted stock units, and performance restricted stock units that will be granted atupon the closing date ofEffective Time, reflecting the Mergers and which arevalue attributable to pre-combinationthe post-combination services.
(d)
The pro forma adjustment to distributions in excess of net income excludes $46.8includes $58.0 million of estimated transaction-related costs to be incurred by Spirit which have not yet been reflected in the historical consolidated financial statements of Spirit and which will be settled by Realty Income following the Effective Time.
(e)
The pro forma adjustment represents the elimination of Spirit’s historical equity balances and the $58.0 million of estimated transaction-related costs to be incurred by Spirit which have not yet been reflected in the historical consolidated financial statements of Spirit. Refer to note (d) above.
(f)
The pro forma adjustment to distributions in excess of net income includes $60.0 million of estimated transaction costs to be incurred by VEREITRealty Income as a result of the Mergers. These costs are expected to be recognized as an expenseMerger, which have not yet been reflected in VEREIT's pre-combination statement of operations and therefore they are reflected as a liability assumed by Realty Income, with no impact on pro forma combined distributions in excess of net income.Income’s historical consolidated financial statements.
13)
The pro forma adjustment reflects the removal of noncontrolling interests related to shares of the VEREIT OP Series F Preferred Units held by VEREIT OP’s minority partners, totaling $1.8 million, and the VEREIT OP common units, totaling $4.2 million, which will be exchanged into Realty Income common stock upon consummation of the Mergers.
Statements of Operations
The pro forma adjustments reflect the effect of the MergersPro Forma Transactions on Realty Income’s and VEREIT’sSpirit’s historical consolidated statements of operations and shares used in computing income from continuing operations available to common stockholders per common share as if the MergersPro Forma Transactions occurred on January 1, 2020.2022.
RevenueRevenues
14)13)
Rental (including reimbursable)
The historical rental revenues for Realty Income and VEREITSpirit represent contractual and straight-line rents and amortization of above-market and below-market lease intangibles associated with the leases in effect during the periods presented. The adjustments included in the unaudited pro forma condensed combined statements of operations are presented to: (i) eliminate the historical straight-line rents and amortization of above-market and below-market lease intangibles for the real estate properties of VEREITSpirit acquired as part of the Mergers,Merger, and (ii) adjust contractual rental property revenue for suchthe acquired properties to a straight-line basis and amortize above-market and below-market lease intangibles recognized as a result of the Merger.
The pro forma adjustment for the amortization of above-market and below-market lease intangibles recognized as a result of the MergersMerger was estimated based on a straight-line methodology and the estimated remaining weighted average contractual, in-place lease term of 8.410.2 years. The lease intangible asset and liability fair values and estimated amortization expense may differ materially from the

138


preliminary determination within these unaudited pro forma condensed combined financial statements. The pro forma adjustments to rental revenues do not purport to be indicative of the expected change in rental revenues of the combined company in any future periods.
The following table summarizes the adjustments made to rental revenues for the real estate properties of VEREIT to be acquired as part of the Mergers for the threenine months ended March 31, 2021September 30, 2023, and year ended December 31, 20202022 (in thousands):

163


Elimination of
historical
amounts(a)
Recognition of
post-combination
amounts
Total
pro forma
adjustment
For the three months ended March 31, 2021
Straight-line rents$(4,470)$16,737$12,267
Amortization of above-market and below-market lease intangibles1,5374,6566,193
Total pro forma adjustment$(2,933)$21,393$18,460
For the year ended December 31, 2020
Straight-line rents$(23,149)$59,908$36,759
Amortization of above-market and below-market lease intangibles2,77718,62521,402
Total pro forma adjustment$(20,372)$78,533$58,161
Elimination of
historical
amounts
Recognition of
post-combination
amounts(a)
Total
pro forma
adjustment
For the nine months ended September 30, 2023
Straight-line rent, net$(26,127)$35,555$9,428
Amortization of above-market and below-market lease intangibles and deferred lease incentives, net(767)15,58314,816
Total pro forma adjustment$(26,894)$51,138$24,244
For the year ended December 31, 2022
Straight-line rent, net$(36,902)$55,090$18,188
Amortization of above-market and below-market lease intangibles and deferred lease incentives, net(2,190)20,77718,587
Total pro forma adjustment$(39,092)$75,867$36,775
(a)
EliminationRecognition of historicalpost-combination amounts excludes amounts related to VEREITSpirit properties that were sold between January 1, 20202022 and March 31, 2021,September 30, 2023, because such properties are not a part of the net assets acquired in the Mergers.Merger.
Expense14)
The pro forma adjustment to Other revenue of $1.2 million and $1.6 million for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, reflects the impact of the Merger on the amount recognized in Spirit’s historical consolidated statements of operations for the periods presented from the amortization of the fair value adjustment on Spirit’s Loans Receivables to be assumed in the Merger.
Expenses
15)
The adjustments included in the unaudited pro forma condensed combined statements of operations are presented to: (i) eliminate the historical depreciation and amortization of real estate properties of VEREITSpirit acquired as part of the Mergers,Merger, and (ii) to recognize additional depreciation and amortization expense associated with the fair value of acquired real estate tangible and intangible assets. Refer to Note 4 for additional information.
The pro forma adjustment for the depreciation and amortization of acquired assets is calculated using a straight-line methodology and is based on estimated useful lives for building and site improvements, the remaining contractual, in-place lease term for intangible lease assets, and the lesser of the estimated useful life and the remaining contractual, in-place lease term for tenant improvements. The useful life of a particular building depends upon a number of factors including the condition of the building upon acquisition. For purposes of the unaudited pro forma condensed combined statements of operations, the weighted average useful life for buildings and site improvements is 29.329.9 years; the weighted average useful life for tenant improvements is 8.310.2 years; and the weighted average remaining contractual, in-place lease term is 8.410.2 years. The fair value of acquired real estate tangible and intangible assets, estimated useful lives of such assets, and estimated depreciation and amortization expense may differ materially from the preliminary determination within these unaudited pro forma condensed combined financial statements. The pro forma adjustments to depreciation and amortization expense are not necessarily indicative of the expected change in depreciation and amortization expense of the combined company in any future periods.

139


The following table summarizes adjustments made to depreciation and amortization expense by asset category for theSpirit’s real estate properties of VEREIT to be acquired as part of the MergersMerger for the threenine months ended March 31, 2021September 30, 2023, and year ended December 31, 20202022 (in thousands):
For the three months
ended March 31, 2021
For the year ended
December 31, 2020
For the nine 
months ended
September 30,
2023
For the
year ended
December 31,
2022
Buildings and improvements(a)$99,405$397,618$150,215$200,286
Tenant improvements(a)31,095124,37923,95731,943
In-place leases and leasing commissions and marketing costs(a)72,167288,66777,535103,379
Less: Elimination of historical depreciation and amortization (a)
(106,878)(435,366)(236,527)(292,985)
Total pro forma adjustment$95,789$375,298$15,180$42,623
(a)
EliminationRecognition of historicalpost-combination amounts excludes amounts related to VEREITSpirit properties that were sold between January 1, 20202022 and March 31, 2021,September 30, 2023, because such properties are not a part of the net assets acquired in the Mergers.Merger.

164


16)
The following table summarizes the pro forma adjustments to interest expense for the three months ended March 31, 2021 and year ended December 31, 2020, which reflect the impact toof the Merger on the amounts recognized in VEREIT’sSpirit’s historical consolidated statements of operations for the periods presented from: (i) the elimination of historical deferred financing cost amortization, (ii) the elimination of historical amortization on net premiums/discounts, and (iii) the amortization of the fair value adjustment on VEREIT’sSpirit’s interest swap assets, term loan, mortgages, and notes payable assumed in the MergersMerger. The following table summarizes the pro forma adjustments to interest expense for the nine months ended September 30, 2023, and year ended December 31, 2022 (in thousands):
For the three months
ended March 31, 2021
For the year ended
December 31, 2020
Elimination of historical deferred financing costs amortization$(2,555)$(15,114)
Elimination of historical amortization of net (discounts)/premiums
(248)1,650
Amortization of the fair value adjustment on mortgages and notes payable(12,388)(49,552)
Total pro forma adjustment$(15,191)$(63,016)
For the nine 
months ended
September 30,
2023
For the
year ended
December 31,
2022
Elimination of Spirit historical deferred financing costs
amortization
$(5,944)$(5,410)
Elimination of Spirit historical amortization of net discounts(982)(1,269)
Amortization of the fair value adjustment on swap assets, term loan, mortgages and notes payable69,99293,322
Total pro forma adjustment$63,066$86,643
The pro forma adjustments for the amortization of the fair value adjustment on VEREIT’sSpirit’s interest rate swaps, term loan, mortgages and notes payable assumed in the MergersMerger were estimated based on a straight-line approach and the weighted average remaining contractual term of 3.63.0 years for the interest rate swaps, 7.3 years for mortgages payable, remaining contractual term of 2.8 years for term loan and 8.25.7 years for notes payable. The fair value adjustment on VEREIT’sSpirit’s interest rate swaps, term loan, mortgages and notes payable and estimated amortization expense may differ materially from the preliminary determination within these unaudited pro forma condensed combined financial statements. The pro forma adjustments to interest expense do not purport to be indicative of the expected change in interest expense of the combined company in any future periods.
17)
Represents an adjustment to increase ground leases rent expense by $1.4$0.1 million for the threenine months ended March 31, 2021September 30, 2023, and $5.7$0.1 million for the year ended December 31, 20202022 as a result of the revaluation of operating lease right-of-use assets and recognition of the above-market and below-market ground lease intangible assets. The adjustment is computed based on a straight-line approach and using a weighted average remaining lease term of 11.816.1 years. The fair value adjustment on VEREIT’sSpirit’s ground leases may differ materially from the preliminary determination within these unaudited pro forma condensed combined financial statements. The pro forma adjustments to property (including reimbursable) expense do not purport to be indicative of the expected change in ground rent expense of the combined company in any future periods.

140


18)
Represents anthe adjustment to recognize additional post-combination compensation expenseMerger and integration-related costs of $3.4 million for the three months ended March 31, 2021 and $15.5$82.1 million for the year ended December 31, 20202022 to recognize (i) additional post-combination compensation expense of $22.1 million associated with the fair value of Realty Income replacement awardscommon stock issued to the holders of VEREITSpirit’s restricted stock units,awards and performance restricted stock unitsawards, and stock options. The adjustment is based upon a straight-line vesting approach. The fair value of Realty Income’s replacement awards may differ materially from the preliminary determination within these unaudited pro forma condensed combined financial statements. The pro forma adjustments to general and administrative expense do not purport to be indicative of the expected change in compensation expense of the combined company in any future periods.
19)
Represents the adjustment for Merger-related(ii) estimated transaction-related costs of $76.0$60.0 million for the year ended December 31, 2020 resulting from estimated transaction-related costs that are not currently reflected in the historical consolidated financial statements of Realty Income and VEREIT; theseIncome. These estimated transactiontransaction-related costs consist primarily of transfer taxes, advisor, fees, legal, fees, change in control payments, and accounting fees. It is assumed that these costs will not affect the combined statements of operations beyond twelve months after the closing date of the Mergers.Merger.
Note 5 — Pro Forma Net Income from continuing operations availableAvailable to common stockholdersCommon Stockholders per common share:
20)Common Share
The following table summarizes the unaudited pro forma net income from continuing operations per common share for the threenine months ended March 31, 2021September 30, 2023, and the year ended December 31, 20202022, as if the MergersPro Forma Transactions occurred on January 1, 20202022 (in thousands, except share and per share data):
For the nine 
months ended
September 30, 2023
For the
year ended
December 31, 2022
Numerator
Pro forma net income available to common stockholders$782,101$971,535
Denominator
Realty Income historical weighted average common shares outstanding681,419611,766
Spirit’s common stock converted into Realty Income common stock (141,331 shares and units outstanding, multiplied by the Exchange Ratio of 0.762)107,694107,694
Spirit’s performance share awards converted into Realty Income common
stock (921 shares and units outstanding, multiplied by the Exchange
Ratio of 0.762)
702702
Pro forma weighted average common shares outstanding – basic789,815720,162
Realty Income historical weighted average dilutive shares710415
Pro forma weighted average Realty Income common shares outstanding – diluted790,525720,577
Pro forma amounts of net income available to common stockholders per common share:
Basic and diluted$0.99$1.35
 
165


For the three months
ended March 31, 2021
For the year ended
December 31, 2020
Numerator
Pro forma income from continuing operations available to common stockholders$149,565$245,240
Denominator
Realty Income historical weighted average common shares outstanding371,522,607345,280,126
VEREIT common stock and VEREIT OP common units converted into Realty Income common stock (229,281,987 shares and units outstanding, multiplied by the Exchange Ratio of 0.705)161,643,801161,643,801
VEREIT DSU Awards converted into Realty Income common
stock (113,868 units, multiplied by the Exchange Ratio of
0.705)
80,27780,277
Pro forma weighted average common shares outstanding – 
basic
533,246,685507,004,204
Realty Income historical weighted average dilutive shares79,294135,132
Unvested VEREIT equity-based awards exchanged into Realty
Income equity-based awards
517,124588,943
Pro forma weighted average common shares outstanding – 
diluted
533,843,103507,728,279
Pro forma income from continuing operations available to common stockholders per common share:
Basic and diluted$0.28$0.48
Note 6 — The Spin-Off and OfficeCo Properties
As noted above, the unaudited pro forma condensed combined financial statements do not give effect to the Spin-Off, or a sale of some or all of the OfficeCo Properties, because, pursuant to the terms of the Merger Agreement, Realty Income and VEREIT have broad discretion to amend the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties). Realty Income and VEREIT may alternatively seek to sell some or all of the OfficeCo Properties, and Realty Income may elect not to consummate the Spin-Off at all.
As of the date of this joint proxy statement/prospectus, following the consummation of the Mergers, VEREIT and Realty Income intend to contribute to OfficeCo in connection with the Spin-Off and/or sell up to 93 total OfficeCo Properties, of which up to 53 properties would be office properties owned by VEREIT (the “VEREIT OfficeCo Properties”), and up to 40 properties would be office properties owned by Realty Income (the “Realty Income OfficeCo Properties”).
As of March 31, 2021, the VEREIT OfficeCo Properties represented total leasable square feet of 7.6 million, of which 94.5% were occupied. The carrying value of the total assets of the VEREIT OfficeCo Properties, net of the associated accumulated depreciation, as of March 31, 2021 was $1.3 billion on a historical U.S. GAAP basis, and was subject to $177.9 million in total mortgage debt principal. In April 2021, $19.1 million in mortgage principal for a VEREIT OfficeCo Property was repaid in full. Total revenues generated by the VEREIT OfficeCo Properties were $40.3 million and $168.3 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, also on a historical U.S. GAAP basis.
As of March 31, 2021, the Realty Income OfficeCo Properties represented total leasable square feet of 3.0 million, of which 95.3% were occupied. The carrying value of the total assets of the Realty Income OfficeCo Properties, net of the associated accumulated depreciation, as of March 31, 2021 was $536.4 million on a historical U.S. GAAP basis, and was subject to $36.3 million in total mortgage debt principal. In April

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2021, $14.0 million in mortgage principal for a Realty Income OfficeCo Property was repaid in full. Total revenues generated by the Realty Income OfficeCo Properties were $13.0 million and $53.5 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, also on a historical U.S. GAAP basis.
After giving effect to the Merger Adjustments for the VEREIT OfficeCo Properties, which include the adjustment of land, buildings and other tangible real estate assets to fair value and the recognition of lease intangible assets and liabilities, as if the Mergers had been completed on March 31, 2021, and the impact of straight-line rent and amortization of above-market and below-market lease intangibles as if the Mergers had been completed on January 1, 2020, the OfficeCo Properties, in total, would have represented approximately 6% of the combined company total assets as of March 31, 2021 and approximately 7% and approximately 8% of total revenues for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively. If the Spin-Off of the OfficeCo Properties is effectuated, Realty Income’s management estimates transfer taxes of $40.0 million will be incurred.
As described elsewhere in this joint proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, determine, or in certain cases, amend, the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), the scope and nature of the reorganization plan, the terms of the separation and distribution agreement, and the scope of transition services to be provided by Realty Income following the Spin-Off, if any. In addition, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, alternatively seek to sell some or all of the OfficeCo Properties to third parties in connection with the closing of the Merger, and the parties may otherwise sell certain properties that would have otherwise been included in the OfficeCo Properties during the pendency of the Mergers. Similarly, Realty Income may, in its sole discretion, elect to waive the Spin-Off Condition, and consummate the Mergers without effectuating the Spin-Off. Accordingly, stockholders of Realty Income and VEREIT should not place undue reliance on the consummation of the Spin-Off as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus. For more information regarding the terms of the contemplated Spin-Off, see “Risk Factors — Risks Relating to the Spin-Off” and “The Mergers — The Merger Agreement — The Spin-Off.”

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THE SPIN-OFF
General
Following the effective time of the Merger, pursuant to the terms and conditions of the Merger Agreement, Realty Income and VEREIT intend to contribute certain of their office properties (the “OfficeCo Properties”) to a newly formed direct or indirect wholly owned subsidiary of Realty Income, and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders as a result of the Merger) on a pro rata basis (the “Spin-Off”).
In connection with the Spin-Off, Realty Income and VEREIT intend to enter into all agreements necessary to effectuate the Spin Off, including the Separation and Distribution Agreement, in each case, on the terms and subject to the conditions of the Merger Agreement.
If the Spin-Off is consummated, continuing holders of shares of Realty Income common stock will be entitled to receive a number of shares of OfficeCo common stock based on a distribution ratio determined by the Realty Income board of directors for each share of Realty Income common stock held by such stockholder as of the close of business on the record date of the OfficeCo Distribution. If the Spin-Off is consummated on the first business day following the closing of the Merger, based on the shares of Realty Income common stock and VEREIT common stock outstanding as of the record date, we estimate that legacy Realty Income common stockholders will own approximately 70% of the common stock of OfficeCo, and legacy VEREIT common stockholders that receive shares of Realty Income common stock in the Merger and continue to hold such stock as of the record date of the OfficeCo Distribution will own approximately 30% of the common stock of OfficeCo.
After giving pro forma effect to the Mergers, and based on the properties contemplated to be contributed to OfficeCo in connection with the Spin-Off as of the date of this joint proxy statement/prospectus, the OfficeCo Properties, in total, would have represented approximately 6% of the combined company total assets at March 31, 2021 and approximately 7% and approximately 8% of total revenues for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.
Pursuant to the terms and conditions of the Merger Agreement, Realty Income will not be obligated to consummate the Mergers until the Spin-Off is, in all respects, ready to be consummated contemporaneously with the closing of the Merger, including the SEC declaring effective the Form 10 registration statement related to the Spin-Off. However, Realty Income may, in its sole discretion, waive the Spin-Off Condition at any time, and the Spin-Off Condition shall be deemed to be automatically waived on January 29, 2022. In addition, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, determine or, in certain cases, amend, the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), the scope and nature of the reorganization plan, the terms of the separation and distribution agreement, and the scope of transition services, if any, to be provided by Realty Income following the Spin-Off.
Subject to the terms and conditions of the Merger Agreement, Realty Income also may, after consultation with and good faith consideration of any comments from VEREIT, alternatively seek to sell some or all of the OfficeCo Properties to third parties in connection with the closing of the Merger, and the parties may otherwise sell certain properties that would have otherwise been included in the OfficeCo Properties during the pendency of the Merger. Accordingly, the specific size and composition of the OfficeCo Properties, the nature of the Spin-Off, and the occurrence of the Spin-Off promptly following the Mergers, if at all, are all subject to change, and there can be no assurances that the Spin-Off will be consummated on the terms contemplated in this joint proxy statement/prospectus, or at all. For more information regarding the terms of the contemplated Spin-Off, see “Risk Factors — Risks Relating to the Spin-Off,” “The Mergers — The Merger Agreement — The Spin-Off,” and “The Spin-Off.”
The OfficeCo Properties
The following information sets forth the contemplated composition of the OfficeCo Properties, assuming the consummation of the Spin-Off promptly following the Mergers, and that all of the assets related to the

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OfficeCo Properties that were identified by the parties as of the date of this joint proxy statement/prospectus will be distributed to OfficeCo in connection therewith. As noted above, the assets that are contributed to OfficeCo in connection with the Spin-Off are subject to change, and thus this information is for illustrative purposes only.
Operations of OfficeCo
Assuming the Spin-Off is consummated, VEREIT and Realty Income intend for OfficeCo to operate as a self-managed, publicly traded office REIT, engaged in the ownership, acquisition, development and leasing of office assets throughout the United States.
Prior to the consummation of the Mergers, Realty Income will, after consultation with and good faith consideration of any comments from VEREIT, identify and designate individuals to serve on OfficeCo’s board of directors and committees thereof, and individuals to serve as executive officers of OfficeCo.
OfficeCo is contemplated to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes beginning with OfficeCo’s taxable year that includes the distribution.
Anticipated Portfolio of OfficeCo
As of the date of this joint proxy statement/prospectus, following the consummation of the Mergers, VEREIT and Realty Income intend for the contribution of OfficeCo Properties to consist of up to 93 total office properties, of which up to 53 properties would be office properties owned by VEREIT (the “VEREIT OfficeCo Properties”), and up to 40 properties would be office properties owned by Realty Income (the “Realty Income OfficeCo Properties”). The following information related to the anticipated portfolio of OfficeCo Properties is provided only as of or for the respective periods set forth below, and any subsequent information or developments will not have been reflected therein.
As of March 31, 2021, the VEREIT OfficeCo Properties represented total leasable square feet of approximately 7.6 million, of which approximately 95% were occupied. The carrying value of the total assets of the VEREIT OfficeCo Properties at March 31, 2021 was $1.3 billion on a historical GAAP basis, and were subject to $177.9 million in total mortgage debt principal. In April 2021, $19.1 million in mortgage principal for a VEREIT OfficeCo Property was repaid in full. Total revenues generated by the VEREIT OfficeCo Properties were $40.3 million and $168.3 million for the three months ended March 31, 2021 and year ended December 31, 2020, respectively, also on a historical GAAP basis.
As of March 31, 2021, the Realty Income OfficeCo Properties represented total leasable square feet of approximately 3.0 million, of which approximately 95% were occupied. The carrying value of the total assets of the Realty Income OfficeCo Properties at March 31, 2021 was $536.4 million on a historical GAAP basis, and were subject to $36.3 million in total mortgage debt principal. In April 2021, $14.0 million in mortgage principal for a Realty Income OfficeCo Property was repaid in full. Total revenues generated by the Realty Income OfficeCo Properties were $13.0 million and $53.5 million for the three months ended March 31, 2021 and year ended December 31, 2020, respectively, also on a historical GAAP basis.
After giving pro forma effect to the Mergers, the OfficeCo Properties, in total, would have represented approximately 6% of the combined company total assets at March 31, 2021 and approximately 7% and approximately 8% of total revenues for the three months ended March 31, 2021 and year ended December 31, 2020, respectively.
The weighted average lease term for the OfficeCo Properties as of December 31, 2020 was approximately 4 years. In addition, as of December 31, 2020, after giving pro forma effect to the Mergers, and based on total annualized contractual rent as of December 31, 2020:

approximately 72% of the clients of the OfficeCo Properties would have had investment grade credit ratings or are subsidiaries or affiliates of investment grade companies;

the top ten clients, by total annualized contractual rent as of December 31, 2020, would have represented approximately 47% of the total contractual rent of the OfficeCo Properties;

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no clients, by total annualized contractual rent as of December 31, 2020, would have represented more than 10% of the total contractual rent of the OfficeCo Properties; and

the top five industries in which the clients would have operated would have been healthcare (approximately 17%), telecommunications (approximately 14%), insurance (approximately 13%), financial services (approximately 11%) and government services (approximately 10%).
Anticipated OfficeCo Financing
If the Spin-Off is consummated, certain of OfficeCo Properties are expected to remain subject to mortgages securing certain existing property-level indebtedness, equal to up to a total of approximately $181 million as of March 31, 2021 (excluding property-level indebtedness that has been repaid after March 31, 2021), subject to the satisfaction of terms and conditions contained in the agreements governing such indebtedness, including obtaining any consents or approvals from the lenders required thereunder. Realty Income and its subsidiaries may procure adequate financing for the capitalization of OfficeCo, as determined by Realty Income, after consultation with and good faith consideration of any comments from VEREIT, including the transfer to or assumption by OfficeCo or a subsidiary thereof of such mortgages and property-level indebtedness. Additionally, OfficeCo may enter into new term loans and/or alternative sources of financing to adequately capitalize OfficeCo, including seeking sources to provide adequate working capital to fund near-term operations and to fund anticipated near-term acquisitions and general corporate purposes.
Spin-Off Modifications, Sales of OfficeCo Properties Other Alternatives
As described elsewhere in this joint proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, determine, or in certain cases, amend, the scope and terms of the Spin-Off, including, among other things, the properties to be included as part of the OfficeCo Properties (including adding or removing properties), the scope and nature of the reorganization plan, the terms of the separation and distribution agreement, and the scope of transition services to be provided by Realty Income following the Spin-Off, if any. In addition, subject to the terms and conditions of the Merger Agreement, Realty Income may, after consultation with and good faith consideration of any comments from VEREIT, alternatively seek to sell some or all of the OfficeCo Properties to third parties in connection with the closing of the Merger, and the parties may otherwise sell certain properties that would have otherwise been included in the OfficeCo Properties during the pendency of the Mergers. Similarly, Realty Income may, in its sole discretion, elect to waive the Spin-Off Condition, and consummate the Mergers without effectuating the Spin-Off. For more information regarding the terms of the contemplated Spin-Off, see “Risk Factors — Risks Relating to the Spin-Off” and “The Mergers — The Merger Agreement — The Spin-Off.”
Realty Income and VEREIT intend to effectuate the separation of the OfficeCo Properties from the combined company following the Mergers in the manner that creates optimal value for the combined company and its stockholders. Realty Income and VEREIT currently believe that the Spin-Off is the most effective strategy to achieve that goal. However, in the process of effectuating the steps necessary to consummate the Spin-Off, certain issues may arise that may impact the feasibility of the Spin-Off or the benefits of the Spin-Off to the combined company and its stockholders, including significant unanticipated costs or expenses (including consent fees), failure to obtain required consents or approvals, adverse tax implications, or other adverse impacts. Accordingly, Realty Income and VEREIT may determine that it is in the best interest of the combined company and its stockholders to withhold and retain certain assets otherwise contemplated to be contributed to OfficeCo in connection with the Spin-Off, to add certain additional assets to OfficeCo, or to retain the OfficeCo Properties as part of the combined company following the Mergers. In addition, in accordance with the Merger Agreement, Realty Income and VEREIT intend to engage with third parties to potentially sell some or all of the assets contemplated to be contributed to OfficeCo, which the parties may determine will create greater value for the combined company and its stockholders than the Spin-Off. Realty Income may elect, after consultation with and good faith consideration of any comments from VEREIT, to pursue these transactions, and subject to the consummation of the Mergers, sell some or all of the OfficeCo Properties, or abandon the Spin-Off entirely. Accordingly, stockholders of Realty Income and VEREIT should not place undue reliance on the consummation of the Spin-Off as described in this joint proxy statement/prospectus in determining whether or not to approve the proposals contemplated in this joint proxy statement/prospectus.

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DESCRIPTION OF CAPITAL STOCK
The following description of some of the terms of the Realty Income common stock, Realty Income Series A preferred stock, the Realty Income Articles and the Realty Income Bylaws, and the MGCL does not purport to be complete and is subject to and qualified in its entirety by reference to the MGCL, the Realty Income Articles and Realty Income Bylaws. Copies of the most recent Realty Income Articles and Realty Income Bylaws, and any subsequent amendments thereto, have been filed or incorporated by reference as exhibits to the most recent Realty Income Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by Realty Income with the SEC. You may obtain copies of any of those documents by visiting the SECSEC’s website at http://www.sec.gov.
Realty Income has authority to issue 740,200,0001,300,000,000 shares of Realty Income common stock, $0.01 par value per share, and 69,900,000 shares of preferred stock, $0.01 par value per share (“of which, at the time of the Merger, 6,900,000 shares will be classified and designated as Realty Income Series A preferred stock”stock. Realty Income common stock, Realty Income Series A preferred stock and suchany other class or series of Realty Income preferred stock together with the Realty Income common stock, theoutstanding from time to time are collectively referred to herein as “Realty Income capital stock”).stock.”
Common Stock
Subject to the preferential rights of any other class or series of Realty Income capital stock, including Realty Income Series A preferred stock, and to the provisions of the Realty Income Articles regarding the restrictions on ownership and transfer of stock, holders of Realty Income common stock are entitled to receive dividends when, as and if authorized by the Realty Income board of directors and declared by Realty Income out of assets legally available therefor. The terms of the Realty Income Series A preferred stock will, and the terms any other preferred stock Realty Income may issue in the future may, provide for restrictions or prohibitions on the payment of dividends on, and the purchase of, Realty Income common stock and may also provide for holders of that class or series of preferred stock to receive preferential distributions in the event of Realty Income’s liquidation, dissolution or winding up before any payments may be made on Realty Income common stock.
For information concerning any class or series of preferred stock of Realty Income preferred stock that may be outstanding from time to time, see the articles supplementary classifying and designating the shares of such class or series of preferred stock, which have been or will be, as the case may be, filed or incorporated by reference as an exhibit to Realty Income’s most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by Realty Income with the SEC, and the description of any such class or series of preferred stock of Realty Income preferred stock contained in the applicable Registration Statement on Form 8-A, including any amendments and reports filed for the purpose of updating such description, which have been or will be filed by Realty Income with the SEC. You may obtain copies of any of these documents by visiting the SEC’s website at http://www.sec.gov.
The Realty Income Articles authorize the Realty Income board of directors to classify and reclassify any unissued shares of Realty Income common stock or Realty Income preferred stock into other classes or series of stock and to establish the number of shares in each class or series and to set the terms, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. Thus, the Realty Income board of directors could cause the issuance of shares of preferred stock with dividend rights, rights to distributions in the event of Realty Income’s liquidation, dissolution or winding up, voting rights or other rights that could adversely affect the rights of holders of Realty Income common stock or delay or prevent a tender offer or change of control of Realty Income that might involve a premium price for shares of Realty Income common stock or otherwise be in their best interests, any of which could adversely affect the market price of Realty Income common stock.
Subject to the provisions of the Realty Income Articles regarding the restrictions on ownership and transfer of Realty Income common stock (see “Restrictions“— Restrictions on Ownership and Transfers of Stock”Stock below), each outstanding share of Realty Income common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors (other than any directors to be elected exclusively by holders of outstanding preferred stock of Realty Income, preferred stockif any, or any other class or series

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of Realty Income capital stock). Except as provided with respect to any other class or series of stock, the holders of shares of Realty Income common stock will possess the exclusive voting power.
Holders of Realty Income common stock do not have cumulative voting rights in the election of directors, which means that holders of more than 50% of all the shares of Realty Income common stock voting for the

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election of directors can elect all the directors standing for election (other than any directors to be elected exclusively by holders of outstanding preferred stock of Realty Income, preferred stockif any, or any other class or series of Realty Income capital stock) at the time if they choose to do so, and the holders of the remaining shares of Realty Income common stock cannot elect any such directors. All of the members of the Realty Income board of directors currently serve for a one year term continuing untilending at the next annual meeting of stockholders following their election or appointment and until their respective successors are duly elected and qualified. Holders of shares of Realty Income common stock do not have preemptive rights, which means they have no right under the Realty Income Articles, Realty Income Bylaws, or Maryland law to acquire any additional shares of Realty Income common stock that may be issued by Realty Income at a subsequent date. Holders of shares of Realty Income common stock have no preference, conversion, exchange, sinking fund or redemption rights. Under Maryland law, stockholders generally are not liable for the corporation’s debts or obligations.
Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert into another entity, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by its stockholders by the affirmative vote of two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. The Realty Income Articles provide that any such action shallwill be effective if approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. Because the term “substantially all” of a company’s assets is not defined in the MGCL, it is subject to Maryland common law and to judicial interpretation and review in the context of the unique facts and circumstances of any particular transaction. Accordingly, there may be uncertainty as to whether a sale of “substantially all” of Realty Income’s assets has taken place within the meaning of the MGCL provisions described above.
Preferred Stock
General
The Realty Income board of directors may authorize the issuance from time to time of shares of stock of Realty Income of any class or series as the Realty Income board of directors may deem advisable. The Realty Income board of directors may further classify any unissued shares of preferred stock and reclassify any previously classified but unissued shares of preferred stock of any series, from time to time, in one or more series of stock, with such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms of conditions of redemption as determined by the Realty Income board of directors. The Realty Income Articles provide that Realty Income has the authority to issue 69,900,000 shares of preferred stock, $0.01 par value per share.
Realty Income Series A Preferred Stock
The Realty Income board of directors (or a duly authorized committee thereof) will, prior to the Effective Time, classify 6,900,000 shares of Realty Income’s authorized but unissued preferred stock as 6.000% Series A Cumulative Redeemable Preferred Stock (“Realty Income Series A preferred stock”). This section describes the rights of the Realty Income Series A preferred stock as set forth in the form of Realty Income Series A articles supplementary, included as Exhibit A to the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A. The Realty Income board of directors may authorize the issuance and sale of additional shares of Realty Income Series A preferred stock from time to time. Holders of shares of Realty Income Series A preferred stock do not have preemptive rights, which means they have no right under the Realty Income Articles, Realty Income Bylaws, or Maryland law to acquire any additional shares of Realty Income Series A preferred stock that may be issued by Realty Income at a subsequent date.

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Ranking
Realty Income Series A preferred stock ranks, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of Realty Income’s affairs:

senior to all classes or series of Realty Income common stock and all classes or series of Realty Income capital stock now or hereafter authorized, issued or outstanding expressly designated as ranking junior to Realty Income Series A preferred stock;

on parity with any other class or series of Realty Income capital stock expressly designated as ranking on parity with Realty Income Series A preferred stock; and

junior to any other class or series of Realty Income capital stock expressly designated as ranking senior to Realty Income Series A preferred stock, none of which exists on the date hereof.
The term “capital stock” does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, rank senior in right of payment to Realty Income Series A preferred stock. Realty Income Series A preferred stock also ranks junior in right of payment to our other existing and future debt obligations.
Dividends
Subject to the preferential rights of the holders of any class or series of Realty Income capital stock ranking senior to Realty Income Series A preferred stock with respect to dividend rights, holders of shares of Realty Income Series A preferred stock are entitled to receive, when, as and if authorized by the Realty Income board of directors and declared by Realty Income, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 6.000% per annum of the $25.00 liquidation preference per share of Realty Income Series A preferred stock (equivalent to the fixed annual amount of $1.50 per share of Realty Income Series A preferred stock).
Dividends on Realty Income Series A preferred stock accrue and are cumulative from and including the date of the last dividend payment by Spirit to holders of Spirit Series A preferred stock prior to the Effective Time (or, if the Effective Time occurs after the record date for a dividend on the Spirit Series A preferred stock and before the applicable payment date for the Spirit Series A preferred stock, as of the date of payment of such dividend for the Spirit Series A preferred stock) and are payable quarterly in arrears on or about the last day of March, June, September and December of each year commencing on the first dividend payment date after the Effective Time (provided that if the Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend); provided, however, that if such day is not a business day, then the dividend may be paid on either the immediately preceding business day or next succeeding business day at Realty Income’s option, except that, if such business day is in the next succeeding year, such payment will be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. The term “business day” means each day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.
The amount of any dividend payable on Realty Income Series A preferred stock for any partial dividend period is prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period” is the respective period commencing on and including the first day of January, April, July and October of each year and ending on, and including, the last day of March, June, September and December (other than the dividend period during which any shares of Realty Income Series A preferred stock will be redeemed). Dividends are payable to holders of record as they appear in the Realty Income stock records at the close of business on the applicable record date, which will be the date designated by the Realty Income board of directors as the record date for the payment of dividends that is not more than 35 and not fewer than 10 days prior to the scheduled dividend payment date.
Dividends on Realty Income Series A preferred stock will accrue whether or not:

Realty Income has earnings;

there are funds legally available for the payment of those dividends; or

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those dividends are authorized or declared.
Except as described in the next two paragraphs, unless full cumulative dividends on Realty Income Series A preferred stock for all past dividend periods will have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash is set apart for payment, Realty Income will not:

declare and pay or declare and set aside for payment of dividends, and Realty Income will not declare and make any distribution of cash or other property, directly or indirectly, on or with respect to any shares of Realty Income common stock or shares of any other class or series of Realty Income capital stock ranking, as to dividends, on parity with or junior to Realty Income Series A preferred stock, for any period; or

redeem, purchase or otherwise acquire for any consideration, or make any other distribution of cash or other property, directly or indirectly, on or with respect to, or pay or make available any monies for a sinking fund for the redemption of, any Realty Income common stock or shares of any other class or series of Realty Income capital stock ranking, as to dividends and upon liquidation, on parity with or junior to Realty Income Series A preferred stock.
The foregoing sentence, however, will not prohibit:

dividends payable solely in Realty Income capital stock ranking junior to Realty Income Series A preferred stock;

the conversion into or exchange for other shares of any class or series of Realty Income capital stock ranking junior to Realty Income Series A preferred stock; and

Realty Income’s purchase of shares of Realty Income Series A preferred stock, preferred stock of Realty Income ranking on parity with Realty Income Series A preferred stock as to payment of dividends and upon liquidation, dissolution or winding up or capital stock or equity securities ranking junior to Realty Income Series A preferred stock pursuant to the Realty Income Articles to the extent necessary to preserve Realty Income’s status as a REIT as discussed under “— Restrictions on Ownership and Transfers of Stock.”
When Realty Income does not pay dividends in full (and does not set apart a sum sufficient to pay them in full) on Realty Income Series A preferred stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with Realty Income Series A preferred stock, Realty Income will declare any dividends upon Realty Income Series A preferred stock and each such other class or series of capital stock ranking, as to dividends, on parity with Realty Income Series A preferred stock pro rata, so that the amount of dividends declared per share of Realty Income Series A preferred stock and such other class or series of capital stock will in all cases bear to each other the same ratio that accrued dividends per share on Realty Income Series A preferred stock and such other class or series of capital stock (which will not include any accrual in respect of unpaid dividends on such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on Realty Income Series A preferred stock which may be in arrears.
Holders of shares of Realty Income Series A preferred stock are not entitled to any dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends on Realty Income Series A preferred stock as described above. Any dividend payment made on Realty Income Series A preferred stock will first be credited against the earliest accrued but unpaid dividends due with respect to those shares which remain payable. Accrued but unpaid dividends on Realty Income Series A preferred stock will accumulate as of the dividend payment date on which they first become payable.
Realty Income does not intend to declare dividends on Realty Income Series A preferred stock, or pay or set apart for payment dividends on Realty Income Series A preferred stock, if the terms of any of Realty Income agreements, including any agreements relating to indebtedness, prohibit such a declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach of or default under such an agreement. Likewise, no dividends will be authorized

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by the Realty Income board of directors and declared by Realty Income or paid or set apart for payment if such authorization, declaration or payment is restricted or prohibited by law.
Realty Income’s revolving credit facility and term loan facilities prohibit us from making distributions to our stockholders, or redeeming or otherwise repurchasing shares of Realty Income capital stock, including Realty Income Series A preferred stock, after the occurrence and during the continuance of an event of default, except in limited circumstances including as necessary to enable Realty Income to maintain its qualification as a REIT and to avoid the payment of income or excise tax. Consequently, after the occurrence and during the continuance of an event of default under the revolving credit facility or term loan facilities, Realty Income may not be able to pay all or a portion of the dividends payable to the holders of Realty Income Series A preferred stock or redeem all or a portion of Realty Income Series A preferred stock. In addition, in the event of a default under the revolving credit facility or term loan facilities, Realty Income would be unable to borrow under such facilities and any amounts it had borrowed thereunder could become immediately due and payable. The agreements governing Realty Income’s future debt instruments may also include restrictions on its ability to pay dividends to holders or make redemptions of Realty Income Series A preferred stock.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding up of Realty Income’s affairs, before any distribution or payment will be made to holders of shares of Realty Income common stock or any other class or series of Realty Income capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to Realty Income Series A preferred stock, the holders of shares of Realty Income Series A preferred stock will be entitled to be paid out of Realty Income’s assets legally available for distribution to stockholders, after payment of or provision for Realty Income’s debts and other liabilities (including any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to Realty Income Series A preferred stock), a liquidation preference of $25.00 per share of Realty Income Series A preferred stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment. If, upon Realty Income’s voluntary or involuntary liquidation, dissolution or winding up, its available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Realty Income Series A preferred stock and the corresponding amounts payable on all shares of each other class or series of Realty Income capital stock ranking, as to rights upon voluntary or involuntary liquidation, dissolution or winding up, on parity with Realty Income Series A preferred stock in the distribution of assets, then holders of shares of Realty Income Series A preferred stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with Realty Income Series A preferred stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
Holders of shares of Realty Income Series A preferred stock will be entitled to written notice of any distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of Realty Income’s affairs not less than 30 days and not more than 60 days prior to the distribution payment date. After payment of the full amount of the liquidating distributions to which they are entitled, holders of shares of Realty Income Series A preferred stock will have no right or claim to any of Realty Income’s remaining assets. Realty Income’s consolidation or merger with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of its property or business, will not be deemed to constitute a liquidation, dissolution or winding up of its affairs.
In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of Realty Income capital stock or otherwise, is permitted under the MGCL, amounts that would be needed, if Realty Income were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Realty Income Series A preferred stock will not be added to total liabilities.
Optional Redemption
On and after the Closing Date, Realty Income may, at its option, upon not fewer than 30 and not more than 60 days’ written notice, redeem Realty Income Series A preferred stock, in whole or in part, at any time

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or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date fixed for redemption, without interest, to the extent Realty Income has funds legally available for that purpose.
If fewer than all of the outstanding shares of Realty Income Series A preferred stock are to be redeemed, Realty Income will select the shares of Realty Income Series A preferred stock to be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as it determines. If such redemption is to be by lot and, as a result of such redemption, any holder of shares of Realty Income Series A preferred stock, other than a holder of Realty Income Series A preferred stock that has received an exemption from the ownership limit, would have actual or constructive ownership of more than 9.8% of the issued and outstanding shares of Realty Income Series A preferred stock in value or number of shares, whichever is more restrictive, because such holder’s shares of Realty Income Series A preferred stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Realty Income Articles, Realty Income will redeem the requisite number of shares of Realty Income Series A preferred stock of such holder such that no holder will own in excess of the 9.8% Realty Income Series A preferred stock ownership limit subsequent to such redemption. See “— Restrictions on Ownership and Transfers of Stock” below. In order for their shares of Realty Income Series A preferred stock to be redeemed, holders must surrender their shares at the place, or in accordance with the book-entry procedures, designated in the notice of redemption. Holders will then be entitled to the redemption price and any accrued and unpaid dividends payable upon redemption following surrender of the shares as detailed below. If (i) a notice of redemption has been given (in the case of a redemption of Realty Income Series A preferred stock other than to preserve Realty Income’s status as a REIT), (ii) the funds necessary for the redemption have been set aside by Realty Income in trust for the benefit of the holders of any shares of Realty Income Series A preferred stock called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends will cease to accrue on such shares of Realty Income Series A preferred stock and such shares of Realty Income Series A preferred stock will no longer be deemed outstanding. At such time, all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon redemption, without interest. So long as full cumulative dividends on the Realty Income Series A preferred stock for all past dividend periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, and subject to the provisions of applicable law, Realty Income may from time to time repurchase all or any part of Realty Income Series A preferred stock, including the repurchase of shares of Realty Income Series A preferred stock in open-market transactions and individual purchases at such prices as Realty Income negotiates, in each case as duly authorized by the Realty Income board of directors.
Unless full cumulative dividends on all shares of Realty Income Series A preferred stock have been or contemporaneously are authorized, declared and paid in cash or declared and a sum sufficient for the payment thereof in cash is set apart for payment for all past dividend periods, no shares of Realty Income Series A preferred stock will be redeemed unless all outstanding shares of Realty Income Series A preferred stock are simultaneously redeemed and Realty Income will not purchase or otherwise acquire directly or indirectly any shares of Realty Income Series A preferred stock or any class or series of Realty Income capital stock ranking, as to dividends or upon liquidation, dissolution or winding up, on parity with or junior to the Realty Income Series A preferred stock (except by conversion into or exchange for Realty Income capital stock ranking junior to Realty Income Series A preferred stock as to dividends and upon liquidation); provided, however, that whether or not the requirements set forth above have been met, Realty Income may purchase shares of Realty Income Series A preferred stock, preferred stock ranking on parity with Realty Income Series A preferred stock as to payment of dividends and upon liquidation, dissolution or winding up or capital stock or equity securities ranking junior to Realty Income Series A preferred stock pursuant to the Realty Income Articles to the extent necessary to ensure that Realty Income continues to meet the requirements for qualification as a REIT for federal income tax purposes, and may purchase or acquire shares of Realty Income Series A preferred stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Realty Income Series A preferred stock. See “— Restrictions on Ownership and Transfers of Stock” below.
Realty Income will mail notice of redemption, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of Realty Income Series A

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preferred stock to be redeemed at their respective addresses as they appear on Realty Income’s stock transfer records as maintained by the transfer agent named below. No failure to give such notice or any defect therein or in the mailing thereof will affect the validity of the proceedings for the redemption of any shares of Realty Income Series A preferred stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which Realty Income Series A preferred stock may be listed or admitted to trading, each notice will state:

the redemption date;

the redemption price;

the number of shares of Realty Income Series A preferred stock to be redeemed;

the place or places where the certificates, if any, representing shares of Realty Income Series A preferred stock are to be surrendered for payment of the redemption price;

procedures for surrendering noncertificated shares of Realty Income Series A preferred stock for payment of the redemption price;

that dividends on the shares of Realty Income Series A preferred stock to be redeemed will cease to accumulate on such redemption date; and

that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Realty Income Series A preferred stock.
If fewer than all of the shares of Realty Income Series A preferred stock held by any holder are to be redeemed, the notice mailed to such holder will also specify the number of shares of Realty Income Series A preferred stock held by such holder to be redeemed.
Realty Income is not required to provide such notice in the event it redeems Realty Income Series A preferred stock in order to maintain its status as a REIT.
If a redemption date falls after a dividend record date and on or prior to the corresponding dividend payment date, each holder of shares of Realty Income Series A preferred stock at the close of business of such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of shares of Realty Income Series A preferred stock that surrenders such shares on such redemption date will be entitled to the dividends accruing after the end of the applicable dividend period, up to but excluding the redemption date. Except as described above, Realty Income will make no payment or allowance for unpaid dividends, whether or not in arrears, on Realty Income Series A preferred stock for which a notice of redemption has been given.
All shares of Realty Income Series A preferred stock that are redeemed or repurchased, or otherwise acquired in any other manner by Realty Income, will be retired and restored to the status of authorized but unissued shares of preferred stock, without designation as to series or class.
Realty Income’s revolving credit facility and term loan facilities prohibit it from redeeming or otherwise repurchasing any shares of Realty Income capital stock, including Realty Income Series A preferred stock, after the occurrence and during the continuance of an event of default, except in limited circumstances.
Special Optional Redemption
Upon the occurrence of a Change of Control (as defined below), Realty Income may, at its option, redeem Realty Income Series A preferred stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying in cash $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date (as defined below), Realty Income has provided or provides notice of redemption with respect to Realty Income Series A preferred stock (whether pursuant to the optional redemption right or the special optional redemption right), the holders of Realty Income Series A preferred stock will not have the conversion right described below under “— Preferred Stock — Conversion Rights”.

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Realty Income will mail to you, if you are a record holder of Realty Income Series A preferred stock, a notice of redemption, postage pre-paid, no fewer than 30 days nor more than 60 days before the redemption date. Realty Income will send the notice to your address shown on Realty Income’s share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Realty Income Series A preferred stock except as to the holder to whom notice was defective or not given. Each notice will state the following:

the redemption date;

the redemption price;

the number of shares of Realty Income Series A preferred stock to be redeemed;

the place or places where the certificates, if any, representing shares of Realty Income Series A preferred stock are to be surrendered for payment of the redemption price;

procedures for surrendering noncertificated shares of Realty Income Series A preferred stock for payment of the redemption price;

that dividends on the shares of Realty Income Series A preferred stock to be redeemed will cease to accumulate on such redemption date;

that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Realty Income Series A preferred stock;

that Realty Income Series A preferred stock is being redeemed pursuant to the special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and

that the holders of Realty Income Series A preferred stock to which the notice relates will not be able to tender such Realty Income Series A preferred stock for conversion in connection with the Change of Control and each share of Realty Income Series A preferred stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.
If Realty Income redeems fewer than all of the outstanding shares of Realty Income Series A preferred stock, the notice of redemption mailed to each stockholder will also specify the number of shares of Realty Income Series A preferred stock held by such holder to be redeemed. In this case, Realty Income will determine the number of shares of Realty Income Series A preferred stock to be redeemed as described above in “— Preferred Stock — Optional Redemption”.
If Realty Income has given a notice of redemption and has set aside sufficient funds for the redemption in trust for the benefit of the holders of Realty Income Series A preferred stock called for redemption, then from and after the redemption date, those shares of Realty Income Series A preferred stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Realty Income Series A preferred stock will terminate. The holders of those shares of Realty Income Series A preferred stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends through, but not including, the redemption date, without interest.
The holders of Realty Income Series A preferred stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to Realty Income Series A preferred stock on the corresponding payment date notwithstanding the redemption of Realty Income Series A preferred stock between such record date and the corresponding payment date or Realty Income’s default in the payment of the dividend due. Except as provided above, Realty Income will make no payment or allowance for unpaid dividends, whether or not in arrears, on Realty Income Series A preferred stock to be redeemed.
A “Change of Control” is when the following have occurred and are continuing:

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of Realty Income entitling that person to exercise more than 50% of the total

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voting power of all stock of Realty Income entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

following the closing of any transaction referred to in the bullet point above, neither Realty Income nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or NASDAQ.
Conversion Rights
Upon the occurrence of a Change of Control, each holder of Realty Income Series A preferred stock will have the right, unless, prior to the Change of Control Conversion Date, Realty Income has provided or provides notice of its election to redeem Realty Income Series A preferred stock as described above under “— Preferred Stock — Optional Redemption” or “— Special Optional Redemption,” to convert some or all of the Realty Income Series A preferred stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Realty Income common stock per share of Realty Income Series A preferred stock (the “Common Stock Conversion Consideration”), which is equal to the lesser of:

the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Realty Income Series A preferred stock dividend payment and prior to the corresponding Realty Income Series A preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined below) (such quotient, the “Conversion Rate”); and

4.51957 (i.e., the Share Cap).
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of Realty Income common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to Realty Income common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of Realty Income common stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Realty Income common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Realty Income common stock outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Realty Income common stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change of Control Conversion Right will not exceed 31,185,064 shares of Realty Income common stock (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustments to the Share Cap.
In the case of a Change of Control pursuant to which Realty Income common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Realty Income Series A preferred stock will receive upon conversion of such Realty Income Series A preferred stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Realty Income common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”).
If the holders of Realty Income common stock have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and

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amount of consideration actually received by holders of a majority of Realty Income common stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of Realty Income common stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Realty Income common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.
Realty Income will not issue fractional shares of Realty Income common stock upon the conversion of Realty Income Series A preferred stock. Instead, Realty Income will pay the cash value of such fractional shares.
Within 15 days following the occurrence of a Change of Control, Realty Income will provide to holders of Realty Income Series A preferred stock a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following:

the events constituting the Change of Control;

the date of the Change of Control;

the last date on which the holders of Realty Income Series A preferred stock may exercise their Change of Control Conversion Right;

the method and period for calculating the Common Stock Price;

the Change of Control Conversion Date;

that if, prior to the Change of Control Conversion Date, Realty Income has provided or provides notice of its election to redeem all or any portion of Realty Income Series A preferred stock, holders will not be able to convert shares of Realty Income Series A preferred stock designated for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right;

if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Realty Income Series A preferred stock;

the name and address of the paying agent and the conversion agent; and

the procedures that the holders of Realty Income Series A preferred stock must follow to exercise the Change of Control Conversion Right.
Realty Income will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post a notice on its website, in any event prior to the opening of business on the first business day following any date on which Realty Income provides the notice described above to the holders of Realty Income Series A preferred stock.
To exercise the Change of Control Conversion Right, the holders of Realty Income Series A preferred stock will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing Realty Income Series A preferred stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to Realty Income’s transfer agent. The conversion notice must state:

the relevant Change of Control Conversion Date;

the number of shares of Realty Income Series A preferred stock to be converted; and

that Realty Income Series A preferred stock is to be converted pursuant to the applicable provisions of the Realty Income Series A preferred stock.
The “Change of Control Conversion Date” is the date Realty Income Series A preferred stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which Realty Income provides the notice described above to the holders of Realty Income Series A preferred stock.

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The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of Realty Income common stock is solely cash, the amount of cash consideration per share of Realty Income common stock or (ii) if the consideration to be received in the Change of Control by holders of Realty Income common stock is other than solely cash (x) the average of the closing sale prices per share of Realty Income common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which Realty Income common stock is then traded, or (y) the average of the last quoted bid prices for Realty Income common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if Realty Income common stock is not then listed for trading on a U.S. securities exchange.
Holders of Realty Income Series A preferred stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to Realty Income’s transfer agent prior to the close of business on the business day prior to the Change of Control Conversion Date. The notice of withdrawal must state:

the number of withdrawn shares of Realty Income Series A preferred stock;

if certificated Realty Income Series A preferred stock has been issued, the certificate numbers of the withdrawn shares of Realty Income Series A preferred stock; and

the number of shares of Realty Income Series A preferred stock, if any, which remain subject to the conversion notice.
Notwithstanding the foregoing, if Realty Income Series A preferred stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of The Depository Trust Company (“DTC”).
Realty Income Series A preferred stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless prior to the Change of Control Conversion Date Realty Income has provided or provides notice of its election to redeem such shares of Realty Income Series A preferred stock, whether pursuant to the optional redemption right or the special optional redemption right. If Realty Income elects to redeem shares of Realty Income Series A preferred stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Realty Income Series A preferred stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date, in accordance with the optional redemption right or special optional redemption right. See “— Preferred Stock — Optional Redemption” and “— Special Optional Redemption” above.
Realty Income will deliver amounts owing upon conversion no later than the third business day following the Change of Control Conversion Date.
In connection with the exercise of any Change of Control Conversion Right, Realty Income will comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Realty Income Series A preferred stock into shares of Realty Income common stock. Notwithstanding any other terms of the Realty Income Series A preferred stock, no holder of Realty Income Series A preferred stock will be entitled to convert such Realty Income Series A preferred stock into shares of Realty Income common stock to the extent that receipt of such Realty Income common stock would cause such holder (or any other person) to exceed the share ownership limits contained in the Realty Income Articles, including the Realty Income Series A articles supplementary, unless Realty Income provides an exemption from this limitation for such holder. See “— Restrictions on Ownership and Transfers of Stock” below.
The Change of Control conversion feature may make it more difficult for a party to take over Realty Income or discourage a party from taking over the company.

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Except as provided above in connection with a Change of Control, Realty Income Series A preferred stock is not convertible into or exchangeable for any other securities or property.
No Maturity, Sinking Fund or Mandatory Redemption
Realty Income Series A preferred stock has no maturity date and Realty Income is not required to redeem Realty Income Series A preferred stock at any time. Accordingly, Realty Income Series A preferred stock will remain outstanding indefinitely, unless Realty Income decides, at its option, to exercise the redemption right or, under circumstances where the holders of Realty Income Series A preferred stock have a conversion right, such holders convert Realty Income Series A preferred stock into Realty Income common stock. Realty Income Series A preferred stock is not subject to any sinking fund.
Limited Voting Rights
Holders of shares of Realty Income Series A preferred stock do not have any voting rights, except as will be set forth in the Realty Income Series A articles supplementary.
If dividends on Realty Income Series A preferred stock are in arrears for six or more quarterly periods, whether or not consecutive (a “preferred dividend default”), holders of shares of Realty Income Series A preferred stock (voting separately as a class together with the holders of all other classes or series of Realty Income preferred stock ranking on parity with the Realty Income Series A preferred stock with respect to payment of dividends and the distribution of assets upon the Realty Income’s liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable (such stock, the “Parity Preferred”)) will be entitled to vote for the election of two additional directors to serve on the Realty Income board of directors (the “preferred stock directors”), until all unpaid dividends for past dividend periods with respect to Realty Income Series A preferred stock and any other class or series of Parity Preferred have been paid. In such a case, the number of directors serving on the Realty Income board of directors will be increased by two. The preferred stock directors will be elected by a plurality of the votes cast in the election for a one-year term and each preferred stock director will serve until his or her successor is duly elected and qualifies or until the director’s right to hold the office terminates, whichever occurs earlier. The election will take place at:

a special meeting called upon the written request of holders of at least 10% of the outstanding shares of Realty Income Series A preferred stock together with any other class or series of Parity Preferred, if this request is received more than 90 days before the date fixed for the next annual or special meeting of Realty Income stockholders or, if Realty Income receives the request for a special meeting within 90 days before the date fixed for its next annual or special meeting of stockholders, at the annual or special meeting of stockholders; and

each subsequent annual meeting (or special meeting held in its place) until all dividends accumulated on Realty Income Series A preferred stock and on any Parity Preferred have been paid in full for all past dividend periods.
If and when all accumulated dividends on Realty Income Series A preferred stock and all other classes or series of Parity Preferred will have been paid in full, holders of shares of Realty Income Series A preferred stock will be divested of the voting rights set forth above (subject to re-vesting in the event of each and every preferred dividend default) and the term and office of such preferred stock directors so elected will terminate and the entire board of directors will be reduced accordingly.
Any preferred stock director elected by holders of shares of Realty Income Series A preferred stock and other holders of Parity Preferred may be removed at any time with or without cause by the vote of, and may not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Realty Income Series A preferred stock and other Parity Preferred entitled to vote thereon when they have the voting rights described above (voting as a single class). So long as a preferred dividend default continues, any vacancy in the office of a preferred stock director may be filled by written consent of the preferred stock director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Realty Income Series A preferred stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). The preferred stock directors will each be entitled to one vote on any matter.

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In addition, so long as any shares of Realty Income Series A preferred stock remain outstanding, Realty Income will not, without the consent or the affirmative vote of the holders of at least two-thirds of the outstanding shares of Realty Income Series A preferred stock and each other class or series of Parity Preferred (voting together as a single class):

authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of stock ranking senior to the Realty Income Series A preferred stock with respect to payment of dividends, or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized Realty Income capital stock into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or

amend, alter or repeal the provisions of the Realty Income Articles, including the terms of Realty Income Series A preferred stock, whether by merger, consolidation, transfer or conveyance of substantially all of the company’s assets or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of Realty Income Series A preferred stock,
except that with respect to the occurrence of any of the events described in the second bullet point immediately above, so long as Realty Income Series A preferred stock remains outstanding with the terms of Realty Income Series A preferred stock materially unchanged, taking into account that, upon the occurrence of an event described in the second bullet point above, Realty Income may not be the surviving entity, the occurrence of such event will not be deemed to materially and adversely affect the rights, preferences, privileges or voting power of the Realty Income Series A preferred stock, and in such case such holders will not have any voting rights with respect to the events described in the second bullet point immediately above. Furthermore, if holders of shares of Realty Income Series A preferred stock receive the greater of the full trading price of Realty Income Series A preferred stock on the date of an event described in the second bullet point immediately above or the $25.00 per share liquidation preference pursuant to the occurrence of any of the events described in the second bullet point immediately above, then such holders will not have any voting rights with respect to the events described in the second bullet point immediately above. If any event described in the second bullet point above would materially and adversely affect the rights, preferences, privileges or voting powers of Realty Income Series A preferred stock disproportionately relative to other classes or series of Parity Preferred, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Realty Income Series A preferred stock, voting separately as a class, will also be required.
Holders of shares of Realty Income Series A preferred stock are not entitled to vote with respect to any increase in the total number of authorized shares of Realty Income capital stock, any increase in the number of authorized shares of Realty Income Series A preferred stock or the creation or issuance of any other class or series of capital stock, or any increase in the number of authorized shares of any other class or series of capital stock, in each case ranking on parity with or junior to Realty Income Series A preferred stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up.
Holders of shares of Realty Income Series A preferred stock do not have any voting rights with respect to, and the consent of the holders of shares of Realty Income Series A preferred stock is not required for, the taking of any corporate action, including any merger or consolidation involving Realty Income or a sale of all or substantially all of its assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of Realty Income Series A preferred stock, except as set forth above.
In addition, the voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, Realty Income has redeemed or called for redemption upon proper procedures all outstanding shares of Realty Income Series A preferred stock.
In any matter in which Realty Income Series A preferred stock may vote (as expressly provided in the Realty Income Series A articles supplementary), each share of Realty Income Series A preferred stock will be entitled to one vote per $25.00 of liquidation preference. As a result, each share of Realty Income Series A preferred stock will be entitled to one vote.

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Provision of Financial Information
Whether or not Realty Income is subject to Section 13 or 15(d) of the Exchange Act, Realty Income will, to the extent permitted under the Exchange Act, file with the SEC the annual reports, quarterly reports and other documents that it would have been required to file with the SEC pursuant to such Section 13 or 15(d) if so subject, such documents to be filed with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which Realty Income would have been required so to file such documents if so subject.
Realty Income will also in any event (1) within 15 days of each Required Filing Date transmit by mail or electronic transmittal to all holders of Realty Income Series A preferred stock, as their names and addresses appear in the security register, without cost to such holders, copies of the annual reports, quarterly reports and other documents that it is required to file or would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if subject to such sections, provided that the foregoing transmittal requirement will be deemed satisfied if the foregoing reports and documents are available on the SEC’s EDGAR system or on the Realty Income website within the applicable time period specified above, and (2) if filing such documents with the SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder of Realty Income Series A preferred stock.
Restrictions on Ownership and Transfer
The Realty Income Series A articles supplementary will contain, and Realty Income Series A preferred stock will be subject to, restrictions on ownership and transfer that are substantially similar to those described under the heading “— Restrictions on Ownership and Transfers of Stock” below. The Realty Income Series A articles supplementary will provide that, subject to certain exceptions, no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of Realty Income Series A preferred stock (the “Realty Income Series A preferred stock ownership limit”). In certain circumstances, Realty Income’s board of directors may exempt a person from the ownership limit, as described under the heading “— Restrictions on Ownership and Transfers of Stock” below.
Notwithstanding anything to the contrary contained in the Realty Income Series A articles supplementary, no holder of shares of Realty Income Series A preferred stock is entitled to convert any shares of Realty Income Series A preferred stock into shares of Realty Income common stock to the extent that receipt of such shares of Realty Income common stock would cause such holder (or any other person) to exceed the ownership limits contained in the Realty Income Articles.
The restrictions on ownership and transfer described above and under the heading “— Restrictions on Ownership and Transfers of Stock” below could delay, defer or prevent a transaction or a change of control of Realty Income that might involve a premium price for Realty Income capital stock that Realty Income stockholders believe to be in their best interest.
Listing
Realty Income Series A preferred stock is expected to be listed on the New York Stock Exchange under the symbol “OA.”
Book-Entry Procedures
Realty Income Series A preferred stock will only be issued in the form of global securities held in book-entry form. DTC or its nominee will be the sole registered holder of Realty Income Series A preferred stock. Owners of beneficial interests in Realty Income Series A preferred stock represented by the global securities will hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities are shown on, and transfers are effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of other interests, including any right to convert or require repurchase of their interests in Realty Income Series A

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preferred stock, in accordance with the procedures and practices of DTC. Beneficial owners are not holders and are not entitled to any rights provided to the holders of Realty Income Series A preferred stock under the global securities or the articles supplementary. Realty Income and any of its agents may treat DTC as the sole holder and registered owner of the global securities.
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC facilitates the settlement of transactions amongst participants through electronic computerized book-entry changes in participants’ accounts, eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, including the underwriters, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
Realty Income Series A preferred stock, represented by one or more global securities, will be exchangeable for certificated securities with the same terms only if:

DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by Realty Income within 90 days; or

Realty Income decides to discontinue use of the system of book-entry transfer through DTC (or any successor depositary).
Restrictions on Ownership and Transfers of Stock
To maintain Realty Income’s status as a real estate investment trust (a “REIT”)REIT under the Code, no more than 50% in value of outstanding shares of Realty Income capital stock may be owned, actually or constructively, by or for five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. In addition, if Realty Income, or an owner of 10% or more of Realty Income capital stock, actually or constructively owns 10% or more of a Realty Income tenantclient (or a tenantclient of any partnership or limited liability company that is treated as a partnership for federal income tax purposes in which Realty Income is a partner or member), the rent received by Realty Income (either directly or through one or more subsidiaries) from that tenantclient will not be qualifying income for purposes of the REIT gross income tests of the Code. A REIT’s stock must also be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year.
Because Realty Income expects to continue to qualify as a REIT, the Realty Income Articles contain restrictions on the ownership and transfer of Realty Income common stock which, among other purposes, are intended to assist Realty Income in complying with applicable Code requirements. The Realty Income Articles provide that, subject to certain specified exceptions, no person or entity may own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of Realty Income common stock. We refer to this restriction as the “ownership limit.” The constructive ownership rules of the Code are complex and may cause shares of common stock owned actually or constructively by a group of related individuals and/or entities to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of the shares of Realty Income common stock (or the acquisition of an interest in an entity that owns, actually or constructively, shares of Realty Income common stock) by an individual or entity, could nevertheless cause that individual or entity, or another individual or entity, to constructively own more than 9.8% of the outstanding shares of Realty Income common stock and thus violate the ownership limit, or any other limit as provided in the Realty Income Articles (including the Realty Income Series A preferred stock ownership limit) or as otherwise permitted by the Realty Income board of directors. The Realty Income board of directors may, but in no event is required to, exempt from the ownership limit a particular stockholder if it determines that such ownership will not jeopardize Realty Income’s status as a REIT. As a condition of such exemption, the Realty Income board of directors may require a ruling from the IRS or an opinion of counsel satisfactory to it and/or undertakings or representations from the applicant with respect to preserving Realty Income’s REIT status.
 
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The Realty Income Articles further prohibit (1) any person from actually or constructively owning shares of Realty Income common stock that would result in Realty Income being “closely held” under Section 856(h) of the Code or otherwise cause Realty Income to fail to qualify as a REIT, and (2) any person from transferring shares of Realty Income common stock if such transfer would result in shares of Realty Income capital stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).
Any person who acquires or attempts to acquire actual or constructive ownership of shares of Realty Income common stock that would violate any of the foregoing restrictions on transferability and ownership is required to give written notice to Realty Income immediately and provide Realty Income with such other information as Realty Income may request in order to determine the effect of such transfer on Realty Income’s status as a REIT. The foregoing restrictions on transferability and ownership will not apply if the Realty Income board of directors determines that it is no longer in Realty Income’s best interest to attempt to qualify, or to continue to qualify, as a REIT and such determination is approved by the affirmative vote of holders of two-thirds of all shares entitled to vote on the matter, as required by the Realty Income Articles. Except as otherwise described above, any change in the ownership limit would require an amendment to the Realty Income Articles. The Realty Income Series A preferred stock will be subject to similar restrictions, and Realty Income anticipates that any other class or series of preferred stock that Realty Income issues in the future will be subject to similar restrictions.
Pursuant to the Realty Income Articles, if any purported transfer of Realty Income common stock or any other event would result in any person violating the ownership limit or such other limit as provided in the Realty Income Articles, or as otherwise permitted by the Realty Income board of directors, or result in Realty Income being “closely held” under Section 856(h) of the Code, or otherwise cause Realty Income to fail to qualify as a REIT, then the number of shares that would otherwise cause such violation or result (rounded up to the nearest whole share of Realty Income common stock) will be transferred automatically to a trust, the beneficiary of which will be a qualified charitable organization selected by Realty Income. Such automatic transfer shallwill be deemed to be effective as of the close of business on the business day prior to the date of such violative transfer.
Within 20 days of receiving notice from Realty Income of the transfer of shares of Realty Income common stock to the trust, the trustee of the trust (who shallwill be designated by Realty Income and be unaffiliated with Realty Income and any prohibited transferee or prohibited owner) will be required to sell such shares to a person or entity who could own the shares without violating the ownership limit, or any other limit as provided in the Realty Income Articles or as otherwise permitted by the Realty Income board of directors, and distribute to the prohibited transferee or prohibited owner, as applicable, an amount equal to the lesser of (1) the price paid by the prohibited transferee or prohibited owner for such shares or (2) the net sales proceeds received by the trust for such shares. In the case of any event other than a transfer, or in the case of a transfer for no consideration (such as a gift), the trustee will be required to sell such shares to a qualified person or entity and distribute to the prohibited owner an amount equal to the lesser of (1) the market price (determined as provided in the Realty Income Articles) of such shares as of the date of the event resulting in the transfer or (2) the net sales proceeds received by the trust for such shares. In either case, any proceeds in excess of the amount distributable to the prohibited transferee or prohibited owner, as applicable, will be distributed to the beneficiary. Prior to a sale of any such shares by the trust, the trustee will be entitled to receive, in trust for the beneficiary, all dividends and other distributions paid by Realty Income with respect to such shares, and also will be entitled to exercise all voting rights with respect to such shares.
Subject to Maryland law, effective as of the date that such shares have been transferred to the trust, the trustee shallwill have the authority (at the trustee’s sole discretion) (1) to rescind as void any vote cast by a prohibited transferee or prohibited owner, as applicable, prior to the discovery by Realty Income that such shares of Realty Income common stock have been transferred to the trust and (2) to recast such vote in accordance with the desires of the trustee acting for the benefit of the beneficiary. However, if Realty Income has already taken irreversible corporate action, then the trustee shallwill not have the authority to rescind and recast that vote. Any dividend or other distribution paid to the prohibited transferee or prohibited owner prior to the discovery by Realty Income that such shares of Realty Income common stock had been automatically transferred to a trust as described above will be required to be repaid to the trustee upon

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demand for distribution to the beneficiary. In the event that the transfer to the trust as described above is not automatically effective (for any reason) to prevent violation of the ownership limit or any other limit as provided in the Realty Income Articles or as otherwise permitted by the Realty Income board of directors, then the Realty Income Articles provides that the transfer of such shares will be void.

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In addition, shares of Realty Income common stock held in the trust shallwill be deemed to have been offered for sale to Realty Income, or Realty Income’s designee, at a price per share equal to the lesser of (1) the price per share in the transaction that resulted in such transfer to the trust (or, in the case of a devise or gift, the market price at the time of such devise or gift) and (2) the market price on the date Realty Income, or Realty Income’s designee, accept such offer. Realty Income shallwill have the right to accept such offer until the trustee has sold the shares of Realty Income common stock held in the trust. Upon such a sale to Realty Income, the interest of the beneficiary in the shares of Realty Income common stock sold shallwill terminate and the trustee shallwill distribute the net proceeds of the sale to the prohibited transferee or prohibited owner, and any dividends or other distributions held by the trustee with respect to such shares will be paid to the beneficiary.
If any purported transfer of shares of Realty Income common stock would cause Realty Income to be beneficially owned by fewer than 100 persons, such transfer will be null and void in its entirety and the intended transferee will acquire no rights to the stock.
All certificates representing shares of Realty Income common stock will bear a legend referring to the restrictions described above. The foregoing ownership limitations could delay, defer or prevent a transaction or a change in control of Realty Income that might involve a premium price for Realty Income common stock or otherwise be in the best interests of stockholders.
As set forth in Treasury Regulations, every owner of a specified percentage (or more) of the outstanding shares of Realty Income capital stock (including both Realty Income common stock and Realty Income Series A preferred stock) must file a completed questionnaire with Realty Income containing information regarding their ownership of such shares. Under current Treasury Regulations, the percentage will be set between 0.5% and 5.0%, depending upon the number of record holders of Realty Income’s shares of stock. Under the Realty Income Articles, each common stockholder shallwill upon demand be required to disclose to Realty Income in writing such information as Realty Income may request, in good faith, in order to determine the effect, if any, of such common stockholder’s actual and constructive ownership of Realty Income common stock on Realty Income’s status as a REIT and to ensure compliance with the ownership limit, or any other limit as provided in the Realty Income Articles or as otherwise permitted by the Realty Income board of directors.
The transfer restrictions and limitations described above could delay or prevent a tender offer or change in control of Realty Income or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change in control were in the Realty Income stockholders’ best interests or involved a premium price for Realty Income capital stock, which could adversely affect the market price of Realty Income common stock, Realty Income Series A preferred stock or any other class or series of Realty Income preferredcapital stock.
Election and Removal of Directors
The Realty Income Articles and Realty Income Bylaws provide that the Realty Income board of directors may establish the number of directors of Realty Income as long as the number is not fewer than the minimum number required under the MGCL, which is one, nor, unless the Realty Income Bylaws are amended, more than 15.
Pursuant to the Realty Income Articles, each of the Realty Income directors is elected by Realty Income stockholders to serve until the next annual meeting following his or her election or appointment and until his or her successor is duly elected and qualified.qualifies.
Pursuant to the Realty Income Bylaws, directors in uncontested elections are elected upon the affirmative vote of a majority of the total votes cast for and against such nominee at a duly called meeting of stockholders, and directors in contested elections are elected by the affirmative vote of a plurality of the votes cast. In both uncontested and contested elections, holders of shares of Realty Income common stock have no right

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to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of Realty Income common stock will be able to elect all of Realty Income’s directors.
Under the MGCL and the Realty Income Bylaws, except as otherwise provided in the terms of any class or series of Realty Income’s stock, vacancies on the Realty Income board of directors created by any reason other than an increase in the number of directors may be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any vacancy in the number of directors created by

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an increase in the number of directors may be filled by a majority vote of the entire board.Realty Income board of directors. Any individual elected to fill a vacancy will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.qualifies.
The Realty Income Articles provide that, subject to the rights of holders of shares of one or more classes or series of preferred stock to elect or remove one or more directors (including the Realty Income Series A preferred stock), a director may be removed at any time, but only for cause and(as defined in the Realty Income Articles) by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast generally in the election of directors.
Amendment to CharterRealty Income Articles and Realty Income Bylaws
Except as provided in the MGCL, amendments to the Realty Income Articles must be advised by the Realty Income board of directors and approved by the affirmative vote of Realty Income stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. The Realty Income board of directors generally has the power to amend the Realty Income Bylaws; provided, that, amendments to certain provisions in the Realty Income Bylaws related to a written statement required to be furnished to stockholders in the event of certain distributions, Realty Income’s investment policy and restrictions, an annual report to stockholders and the definitions used in those sections of the Realty Income Bylaws must be approved by the affirmative vote of Realty Income’s stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Additionally, stockholders may alter or repeal any provision of the Realty Income Bylaws and adopt new bylaw provisions with the approval by a majority of all votes entitled to be cast on the matter.
Maryland Business Combination Act
Under the MGCL, certain “business combinations” ​(including certain issuances of equity securities) between a Maryland corporation and any person who beneficially owns ten percent or more of the voting power of the corporation’s outstanding voting stock, or an affiliate or associate of the corporation who beneficially owned ten percent or more of the voting power at any time within the preceding two years, in each case referred to as an “interested stockholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be approved by two super-majority stockholder votes unless, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of common stock. The business combination provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. These provisions of the MGCL may delay, defer or prevent a transaction or a change of control of Realty Income that might involve a premium price for Realty Income common stock or any class or series of Realty Income preferred stock, or otherwise be in the best interests of Realty Income stockholders.
Maryland Control Share Acquisition Act
The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock owned by the acquiror,acquirer, by officers of the corporation or by employees who are also directors of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquiroracquirer or in respect of which the acquiroracquirer is able to exercise or direct the exercise of voting power (except solely by

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virtue of a revocable proxy), would entitle the acquiroracquirer to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.
A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the Realty Income board of directors of

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the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem for fair value any and all of the control shares (except those for which voting rights have previously been approved). Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiroracquirer or, if a meeting of stockholders is held at which the voting rights of such shares are considered and not approved, as of the date of the meeting. If voting rights for control shares are approved at a stockholdersstockholders’ meeting and the acquiroracquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, meaning that they may require us to repurchase their shares for their appraised value as determined pursuant to the MGCL. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiroracquirer in the control share acquisition.
The control share acquisition statute does not apply to (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (2) acquisitions exempted by the charter or bylaws of the corporation, adopted at any time before the acquisition of the shares.
As permitted by the MGCL, the Realty Income Bylaws contain a provision exempting Realty Income from the control share acquisition statute. That bylaw provision states that the control share statute shallwill not apply to any acquisition by any person of shares of Realty Income capital stock. The Realty Income board of directors may, without the consent of any of the Realty Income stockholders, amend or eliminate this bylaw provision at any time, which means that Realty Income would then become subject to the Maryland control share acquisition statute, and there can be no assurance that such provision will not be amended or eliminated by the Realty Income board of directors at any time in the future.
Subtitle 8
Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of five provisions, including:

a classified board;

a two-thirds vote requirement for removing a director;

a requirement that the number of directors be fixed only by vote of the board of directors;

a requirement that a vacancy on the board of directors be filled only by a vote of the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and

a majority requirement for the calling of a stockholder-requested special meeting of stockholders.
Realty Income has not elected to be subject to any of the provisions of Subtitle 8, including the provisions that would permit Realty Income to classify the Realty Income board of directors or increase the vote required to remove a director without stockholder approval. Through provisions in the Realty Income Articles and Realty Income Bylaws unrelated to Subtitle 8, Realty Income (1) vests in the Realty Income board of

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directors the exclusive power to fix the number of directors and (2) requires, unless called by the chairman, chief executive officer, president or the Realty Income board of directors, the request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting to call a special meeting of stockholders. The provisions of Subtitle 8 expressly provide that Subtitle 8 does not limit the power of a Maryland corporation, by provision in its charter, to confer on the holders of any class or series of preferred stock the right to elect one or more directors or designate the terms and voting powers of directors, which may vary among directors.

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Special Meetings of Stockholders
Pursuant to the Realty Income Bylaws, the chairman, chief executive officer, president or the Realty Income board of directors may call a special meeting of Realty Income stockholders. Subject to the provisions of the Realty Income Bylaws, a special meeting of the Realty Income stockholders to act on any matter that may properly be considered byat a meeting of the Realty Income stockholders will also be called by Realty Income’s secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting on such matter, accompanied by the information required by the Realty Income Bylaws. Realty Income’s secretary will inform the requesting stockholders of the reasonably estimated cost of preparing and delivering the notice of meeting (including Realty Income’s proxy materials), and the requesting stockholder must pay such estimated cost before Realty Income’s secretary may prepare and deliver the notice of the special meeting.
Proxy Access
The Realty Income Bylaws include provisions that,permitting, subject to certain eligibility, procedural and disclosure requirements, qualifying stockholders, or a qualifying group of no more than 20 stockholders, who have maintained continuous ownership of at least three percent of the outstanding shares of Realty Income common stock for at least three years mayto require Realty Income to include in Realty Income’s proxy materials for an annual meeting of stockholders a number of director nominees not to exceed the greater of two nominees or 20 percent of the number of directors up for election.
Advance Notice of Director Nomination and New Business
The Realty Income Bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (1) pursuant to Realty Income’s notice of the meeting, (2) by or at the direction of the Realty Income board of directors or (3) by any stockholder who was a stockholder of record as ofat the record date set by the Realty Income board of directors for the annual meeting, at the time of giving the notice required by the Realty Income Bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on such other proposed business and who has complied with the advance notice procedures and other applicable requirements and, if applicable, the proxy access provisions, of the Realty Income Bylaws. Stockholders generally must provide notice to Realty Income’s secretary not earlier than the 150th day or later than 5:00 p.m., Pacific Time, on the 120th day before the first anniversary of the date Realty Income’s proxy statement was released for the preceding year’s annual meeting.
Only the business specified in the notice of the meeting may be brought before a special meeting of Realty Income stockholders. Nominations of individuals for election as directors at a special meeting of stockholders may be made only (1) by or at the direction of the Realty Income board of directors, (2) by a stockholder that has requested that a special meeting be called for the purpose of electing directors in compliance with the Realty Income Bylaws, or (3) if the special meeting has been called in accordance with the Realty Income Bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record as ofat the record date set by the Realty Income board of directors for the special meeting, at the time of giving the notice required by the Realty Income Bylaws and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures and other applicable requirements of the Realty Income Bylaws. Stockholders generally must provide notice to Realty Income’s secretary not earlier than the 120th day before such special meeting or later than 5:00 p.m., Pacific Time, on

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the later of the 90th day before the special meeting or the tenth day after the first public announcement of the date of the special meeting and such stockholder satisfies the nominees ofother applicable requirements set forth in the Realty Income board of directors to be elected at the meeting.Bylaws.
A stockholder’s notice must contain certain information specified by the Realty Income Bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in Realty Income.
Exclusive Forum
The Realty Income Bylaws provide that, unless Realty Income consents in writing to the selection of an alternative forum, any state court of competent jurisdiction in Maryland, or, if such state courts do not have jurisdiction, the United States District Court located in the State of Maryland, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on Realty Income’s behalf (other than actions arising under federal securities laws), (b) any Internal Corporate Claim, as such term is defined in the MGCL, including, without limitation (i) any action asserting a claim based on an alleged breach of any duty owed by any of Realty Income’s directors, officers or other employees to Realty Income or to Realty Income’s stockholders or (ii) any action asserting a claim against Realty Income or any of its directors, officers or other employees arising pursuant to any provision of the MGCL, the Realty Income Articles or the Realty Income Bylaws, or (c) any other action asserting a claim that is governed by the internal affairs doctrine. These choice of forum provisions will not apply to any action or proceeding under federal securities laws or claims arising under the Securities Act or the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.
Furthermore, the Realty Income Bylaws provide that, unless Realty Income consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any cause of action arising under the Securities Act.
Although the Realty Income Bylaws contain the choice of forum provisions described above, it is possible that a court could rule that such provisions are inapplicable for a particular claim or action or that such provisions are unenforceable. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, the exclusive forum provisions described above do not apply to any actions brought under the Exchange Act.
Effect of Certain Provisions of Maryland Law and the Realty Income Articles and Bylaws
The Realty Income Articles contain restrictions on ownership and transfer of Realty Income stock intended to, among other purposes, assist Realty Income in maintaining Realty Income’s status as a REIT for

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United States federal and/or state income tax purposes. For example, the Realty Income Articles restrict any person or entity from acquiring actual or constructive ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of Realty Income common stock or Realty Income preferred stock. See “Restrictions“— Restrictions on Ownership and Transfers of Stock.Stock.” These restrictions could delay or prevent a tender offer or change in control of Realty Income or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change of control were in the Realty Income stockholders’ interests or involved a premium price for Realty Income common stock, which could adversely affect the market price of Realty Income common stock.
The Realty Income Articles authorize the Realty Income board of directors to issue Realty Income preferred stock, including convertible preferred stock, without stockholder approval. The Realty Income board of directors may establish the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any class or series of preferred stock that Realty Income may issue, which may include voting rights and rights to convert such preferred stock into Realty Income common stock. The issuance of preferred stock could delay or prevent a tender offer or change in control of Realty Income or reduce the possibility that a third party will

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attempt such a transaction, even if a tender offer or a change of control were in the Realty Income stockholders’ interests or involved a premium price for Realty Income common stock, Realty Income Series A preferred stock or any other class or series of preferred stock of Realty Income, preferred stock, which could adversely affect the market price of Realty Income common stock, Realty Income Series A preferred stock and any suchother class or series of preferred stock.
The Realty Income Articles and Realty Income Bylaws also provide that the number of directors may be established only by the Realty Income board of directors, which prevents Realty Income stockholders from increasing the number of directors and filling any vacancies created by such increase with their own nominees. The provisions of the Realty Income Bylaws discussed above under the captions “Special Meetings of Stockholders” and “Advance Notice of Director Nomination and New Business” require stockholders seeking to call a special meeting, nominate an individual for election as a director or propose other business at an annual or special meeting to comply with certain notice and information requirements. These provisions, alone or in combination, could make it more difficult for Realty Income stockholders to remove incumbent directors or fill vacancies on the Realty Income board of directors with their own nominees and could delay or prevent a proxy contest, tender offer or change in control of Realty Income or reduce the possibility that a third party will attempt such a contest or transaction, even if a proxy contest, tender offer or a change of control were in the Realty Income stockholders’ interests or involved a premium price for Realty Income common stock, Realty Income Series A preferred stock or any class or series of preferred stock of Realty Income, preferred stock, which could adversely affect the market price of Realty Income common stock, Realty Income Series A preferred stock and any suchother class or series of preferred stock.stock of Realty Income.
Indemnification of Officers and Directors
The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from:

actual receipt of an improper benefit or profit in money, property or services, or

active and deliberate dishonesty established by a final judgment as being material to the cause of action.
The Realty Income Articles contain such a provision which eliminates such liability to the maximum extent permitted by the MGCL.
The Realty Income Articles authorize it, and the Realty Income Bylaws obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or any individual who, while serving as one of Realty Income’s directors or officers and, at Realty Income’s request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust,REIT, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The Realty Income Articles and Realty Income Bylaws also permit us, with the approval of the Realty Income board of directors, to

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indemnify and advance expenses to any person who served a predecessor of Realty Income in any of the capacities described above and to any employee or agent of Realty Income or its predecessor.
The MGCL requires a corporation (unless its charter provides otherwise, which the Realty Income Articles do not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to or in which they may be made or are threatened to be made a party or witness by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services, or,

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(c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shallwill ultimately be determined that the standard of conduct was not met.
Transfer Agent
The registrar and transfer agent for Realty Income common stock and Realty Income Series A preferred stock is Computershare Trust Company, N.A.
 
179164


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SPIRIT
The following table sets forth certain information regarding the beneficial ownership of shares of Spirit common stock for (1) each person who is a beneficial owner of 5% or more of Spirit common stock, (2) each of Spirit’s directors and executive officers and (3) all of Spirit’s directors and executive officers as a group, each as of December 11, 2023, unless otherwise indicated in the table below.
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. Each person named in the following table has sole voting and investment power with respect to all of the shares of Spirit common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Spirit common stock subject to options or other rights held by that person that are exercisable or will become exercisable within 60 days after December 11, 2023, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated, the address of each named person is c/o Spirit Realty Capital, Inc., 2727 North Harwood Street, Suite 300, Dallas, TX 75201. No shares beneficially owned by any executive officer or director have been pledged as security.
Name of Beneficial Owner
Number of Shares
Beneficially Owned
Percentage
of All Shares(1)
Greater than 5% Stockholders
The Vanguard Group(2)
20,472,06714.46%
BlackRock, Inc.(3)
18,071,38412.77%
Cohen & Steers, Inc. and affiliates(4)
16,327,75111.53%
FMR LLC(5)
9,989,9577.06%
State Street Corporation(6)
7,714,7145.45%
Directors and Executive Officers(7)
Jackson Hsieh(8)
595,913*
Michael Hughes(9)
88,402*
Ken Heimlich73,059*
Jay Young23,351*
Rochelle Thomas28,302*
Kevin Charlton32,184*
Elizabeth Frank19,335*
Michelle Frymire10,009*
Kristian Gathright17,826*
Richard Gilchrist50,560*
Diana Laing17,835*
Nicholas Shepherd27,881*
Thomas Sullivan13,303*
All Directors and Executive Officers as a Group (13 persons)997,960*
*
Represents less than 1.0%.
(1)
Percentages are based on 141,552,606 shares of Spirit common stock outstanding as of December 11, 2023.

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(2)
Based solely on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group (“Vanguard”) has sole power to vote or direct the vote of 0 shares of Spirit common stock, and sole power to dispose or direct the disposition of 20,163,887 shares of Spirit common stock, respectively; and has shared power to vote or direct the vote of 172,864 shares of Spirit common stock, and shared power to dispose or direct the disposition of 308,180, respectively. As of February 9, 2023, Vanguard was the aggregate beneficial owner of 20,472,067 shares of the common stock of the Company which represents 14.46% of Spirit outstanding shares of common stock as of December 11, 2023. The address for Vanguard is 100 Vanguard Blvd. Malvern, PA 19355.
(3)
Based solely on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on January 23, 2023, BlackRock, Inc. (“BlackRock”) has sole power to vote or direct the vote of 16,870,086, and sole power to dispose or direct the disposition of 18,071,384 shares of Spirit common stock, respectively. As of January 23, 2023, BlackRock was the beneficial owner of 18,071,384 shares of the common stock of the Company which represents 12.77% of Spirit outstanding shares of common stock as of December 11, 2023. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.
(4)
Based solely on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 14, 2023, this represents the number of shares of common stock beneficially owned by Cohen & Steers, Inc. (“Cohen & Steers”) either directly or through its affiliates. Cohen & Steers has sole power to vote or direct the vote of 11,680,048 shares of Spirit common stock, and sole power to dispose or direct the disposition of 16,327,751 shares of Spirit common stock, respectively. As of February 14, 2023, Cohen & Steers was the beneficial owner of 16,327,751 shares of the common stock of the Company. The number of shares beneficially owned by Cohen & Steers in the Schedule 13G/A also includes 16,241,928 reported as beneficially owned by Cohen & Steers Capital Management, Inc. (“Cohen & Steers Capital”) which represents 11.47% of Spirit outstanding shares of common stock as of December 11, 2023. Cohen & Steers Capital has sole power to vote or direct the vote of 11,645,991 shares of Spirit common stock, and sole power to dispose or direct the disposition of 16,241,928 shares of Spirit common stock, respectively. The number of shares beneficially owned by Cohen & Steers in the Schedule 13G/A also includes 72,352 reported as beneficially owned by Cohen & Steers UK Ltd (“Cohen & Steers UK”) which represents .05% of Spirit outstanding shares of common stock as of December 11, 2023. Cohen & Steers UK has sole power to vote or direct the vote of 20,586 shares of Spirit common stock, and sole power to dispose or direct the disposition of 72,352 shares of Spirit common stock, respectively. The number of shares beneficially owned by Cohen & Steers in the Schedule 13G/A also includes 13,471 reported as beneficially owned by Cohen & Steers Ireland Limited (“Cohen & Steers Ireland”) which represents .01% of Spirit outstanding shares of common stock as of December 11, 2023. Cohen & Steers Ireland has sole power to vote or direct the vote of 13,471 shares of Spirit common stock, and sole power to dispose or direct the disposition of 13,471 shares of Spirit common stock, respectively. The principal address for Cohen & Steers and Cohen & Steers Capital is 280 Park Avenue, 10th Floor, New York, NY 10017. The principal address for Cohen & Steers UK is 50 Pall Mall, 7th Floor, London, United Kingdom SW1Y 5JH. The principal address for Cohen & Steers Ireland is 77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60.
(5)
Based solely on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 9, 2023 jointly by FMR LLC and Abigail P. Johnson (Ms. Johnson is a director, the chairman and the chief executive officer of FMR LLC and may be deemed to have shared beneficial ownership of the common stock held by FMR, LLC). FMR LLC has sole power to vote or direct the vote of 9,798,109 shares of Spirit common stock, and sole power to dispose or direct the disposition of 9,989,957 shares of Spirit common stock, respectively. As of February 9, 2023, FMR LLC, was the beneficial owner of 9,989,957 shares of the common stock of the Company which represents 7.06% of Spirit outstanding shares of common stock as of December 11, 2023. The principal address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(6)
Based solely on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 6, 2023, State Street Corporation (“State Street”) has sole power to vote or direct the vote of 0 shares of Spirit common stock, and sole power to dispose or direct the disposition of 0 shares of Spirit common stock, respectively; and has shared power to vote or direct the vote of 5,811,216 shares of Spirit common stock, and shared power to dispose or direct the disposition of

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7,714,714 shares of Spirit common stock, respectively. As of February 6, 2023, State Street was the beneficial owner of 7,714,714 shares of the common stock of the Company which represents 5.45% of Spirit outstanding shares of common stock as of December 11, 2023. The address for State Street is State Street Financial Center, One Lincoln Street, Boston, MA 02111.
(7)
As disclosed in “280G Mitigation Actions” described above, in order to mitigate the impact of Section 280G and 4999 of the Code, certain equity awards were accelerated on December 6, 2023, which are captured in the table, including: (i) 24,072 shares of time-vesting restricted stock held by Rochelle Thomas and (ii) the target number of performance shares pursuant to performance share awards made to each of Jackson Hsieh, Michael Hughes, Ken Heimlich, Rochelle Thomas and Jay Young on February 9, 2022, and (iii) the target number of performance shares pursuant to performance share awards made to each of Jackson Hsieh, Michael Hughes, Ken Heimlich, Rochelle Thomas and Jay Young on January 19, 2023. The number excludes shares potentially awardable under the performance share awards made to each of Jackson Hsieh, Michael Hughes, Ken Heimlich and Jay Young on February 17, 2021.
(8)
Number includes 108,823 shares of common stock that Jackson Hsieh has an indirect interest in through his spouse and 1,444 held through his sons.
(9)
Number includes 240 shares of common stock that Michael Hughes has an indirect interest in through his spouse, son and daughter (collectively).

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF REALTY INCOME
The following table sets forth certain information regarding the beneficial ownership of shares of Realty Income common stock for (1) each person who is a beneficial owner of 5% or more of Realty Income common stock, (2) each of Realty Income’s directors and named executive officers and (3) all of Realty Income’s directors and named executive officers as a group, each as of November 14, 2023, unless otherwise indicated in the table below.
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. Each person named in the following table has sole voting and investment power with respect to all of the shares of Realty Income common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Realty Income common stock subject to options or other rights held by that person that are exercisable or will become exercisable within 60 days after November 14, 2023, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated, the address of each named person is c/o 11995 El Camino Real, San Diego, CA 92130. No shares beneficially owned by any executive officer or director have been pledged as security.
Name of Beneficial Owner
Number of Shares
Beneficially Owned
Percentage of
All Shares(1)
Greater than 5% Shareholders
The Vanguard Group(2)
100,758,10713.9%
BlackRock, Inc.(3)
58,673,8348.1%
State Street Corporation(4)
50,254,9536.9%
Cohen & Steers(5)
39,059,1205.4%
Directors and Executive Officers
Sumit Roy(6)
253,338*
Christie B. Kelly(7)
30,091*
Neil M. Abraham(8)
41,630*
Michelle Bushore(9)
14,640*
Mark E. Hagan(10)
47,914*
Shannon Kehle(11)
21,569*
Gregory Whyte*
Michael D. McKee(12)
165,500*
Priscilla Almodovar(13)
14,333*
Jacqueline Brady(14)
12,161*
A. Larry Chapman(15)
14,757*
Reginald H. Gilyard(16)
24,000*
Mary Hogan Preusse(17)
24,291*
Priya Cherian Huskins(18)
43,400*
Gerardo I. Lopez(19)
24,000*
Ronald L. Merriman(20)
30,075*
Gregory T. McLaughlin(21)
31,886*
All Directors and Executive Officers as a Group (17 persons)793,5850.1%

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*
Represents less than 1.0%.
(1)
Percentages are based on 723,933,461 shares of Realty Income common stock outstanding as of November 14, 2023.
(2)
Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group, Inc. (Vanguard) has sole power to dispose or direct the disposition of 97,640,067 shares of Realty Income common stock, shared power to vote or direct the vote of 1,430,055 shares of Realty Income common stock, and shared power to dispose or direct the disposition and 3,118,040 shares of Realty Income common stock. The Vanguard Group does not have the sole power to vote or direct the vote of any shares of Realty Income common stock. The address for Vanguard is 100 Vanguard Blvd. Malvern, PA 19355.
(3)
Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on January 27, 2023, BlackRock, Inc. has sole power to vote or direct the vote of 53,846,594 shares of Realty Income common stock, has sole power to dispose or direct the disposition of 58,673,834 shares of Realty Income common stock, and does not have shared power to vote or direct the vote or dispose or direct the disposition of shares of Realty Income common stock. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.
(4)
Based on the information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on January 31, 2023, State Street Corporation does not have the sole power to vote or direct the vote of any shares of Realty Income common stock, or to dispose or direct the disposition of any shares of Realty Income common stock. State Street Corporation has the shared power to vote or direct the vote of 39,718,691 shares of Realty Income common stock and the shared power to dispose or direct the disposition of 50,207,192 shares of Realty Income common stock. The address for State Street is One Lincoln Street, Boston, MA 02111.
(5)
Based on the information provided pursuant to a statement on a Schedule 13G filed with the SEC on February 14, 2023, Cohen & Steers, Inc. has sole power to vote or direct the vote of 27,644,765 shares of Realty Income common stock, has the sole power to dispose or direct the disposition of 39,059,120 shares of Realty Income common stock, and does not have shared power to vote or direct the vote or dispose or direct the disposition of shares of Realty Income common stock. The principal address for Cohen & Steers is 280 Park Avenue, 10th Floor, New York, NY 10017.
(6)
Mr. Roy’s total includes 55,291 shares of unvested restricted stock and 198,047 shares of stock directly owned.
(7)
Ms. Kelly’s total includes 14,849 shares of unvested restricted stock and 15,242 shares of stock directly owned.
(8)
Mr. Abraham’s total includes 14,705 shares of unvested restricted stock and 26,925 shares of stock directly owned.
(9)
Ms. Bushore’s total includes 10,352 shares of unvested restricted stock and 4,288 shares of stock directly owned.
(10)
Mr. Hagan’s total includes 14,238 shares of unvested restricted stock and 33,676 shares of stock directly owned.
(11)
Ms. Kehle’s total includes 13,154 shares of unvested restricted stock and 8,415 shares of stock directly owned.
(12)
Mr. McKee’s total includes 133,200 shares owned of record by The McKee Family Trust dated February 11, 1995, of which he is a trustee and has shared voting and investment power, 6,400 shares owned of record by MCR Holdings, LLC, a family limited liability company, of which he and his wife have shared voting and investment power, 6,400 shares owned of record by MCC Ventures, LLC, a family limited liability company, of which he and his wife have shared voting and investment power, and 19,500 shares owned of record by an IRA, in the account of Mr. McKee.
(13)
Ms. Almodovar’s total includes 8,001 shares of unvested restricted stock and 6,332 shares of stock directly owned.
(14)
Ms. Brady’s total includes 8,001 of unvested restricted stock and 4,160 shares of stock directly owned.

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(15)
Mr. Chapman’s total includes 14,757 shares of vested stock owned of record by The Chapman Family Trust, dated March 18, 1998, of which he is a trustee and has sole voting power and shared investment power.
(16)
Mr. Gilyard’s total includes 8,002 shares of unvested restricted stock and 15,998 shares of stock directly owned.
(17)
Ms. Hogan Preusse’s total includes 8,001 shares of unvested restricted stock and 16,290 shares of stock directly owned.
(18)
Ms. Huskins’s total includes 43,400 shares owned of record by The Michael and Priya Huskins Revocable Trust dated February 12, 2001, of which she is a trustee and has shared voting and investment power.
(19)
Mr. Lopez’s total includes 8,001 shares of unvested restricted stock and 15,999 shares of stock directly owned.
(20)
Mr. Merriman’s total includes 30,075 shares owned of record by The Merriman Family Trust dated July 17, 1997, of which he is a trustee and has shared voting and investment power.
(21)
Mr. McLaughlin’s total includes 31,886 shares owned of record by The McLaughlin Family Trust dated May 28, 2009, of which he is a trustee and has shared voting and investment power.

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COMPARISON OF RIGHTS OF REALTY INCOME STOCKHOLDERS AND VEREITSPIRIT STOCKHOLDERS
If the Merger is consummated, common stockholders of VEREITSpirit will become common stockholders of Realty Income. The rights of VEREITSpirit stockholders are currently governed by the MGCL and the VEREITSpirit Articles and VEREITSpirit Bylaws. Upon consummation of the Merger, the rights of legacy VEREITSpirit common stockholders who receive shares of Realty Income common stock will be governed by the Realty Income Articles and Realty Income Bylaws, rather than the VEREITSpirit Articles and the VEREITSpirit Bylaws.
While the rights and privileges of VEREITSpirit stockholders are, in many instances, comparable to those of Realty Income stockholders, there are some differences. The following is a summary of the material differences between the rights of Realty Income stockholders and VEREITSpirit stockholders but does not purport to be a complete description of those differences or a complete description of the terms of the Realty Income common stock subject to issuance in connection with the Merger. The following summary is qualified in its entirety by reference to the relevant provisions of (i) the MGCL, (ii) the Realty Income Articles, (iii) the VEREITSpirit Articles, (iv) the Realty Income Bylaws, and (v) the VEREITSpirit Bylaws.
This section does not include a complete description of all differences between the rights of Realty Income common stockholders and VEREITSpirit common stockholders, nor does it include a complete description of the specific rights of such holders. Furthermore, the identification of some of the differences in the rights of such holders as material is not intended to indicate that other differences that may be equally important do not exist. You are urged to read carefully the relevant provisions of Maryland law, as well as the governing corporate instruments of each of Realty Income and VEREIT,Spirit, copies of which are available, without charge, to any person, including any beneficial owner to whom this joint proxy statement/prospectus is delivered, by following the instructions listed under “WhereWhere You Can Find More Information.Information.
Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
Authorized Capital
Stock or Shares of
Beneficial Interest
Realty Income is authorized to issue an aggregate of 810,100,0001,369,900,000 shares of capital stock, consisting of (1) 740,200,0001,300,000,000 shares of common stock, par value $0.01 per share; and (2) 69,900,000 shares of preferred stock, par value $0.01 per share, of which 6,900,000 shares will be classified and designated as 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share.VEREITSpirit is authorized to issue an aggregate of 1,610,000,000370,000,000 shares of capital stock, consisting of (1) 1,500,000,000350,000,000 shares of common stock, par value $0.01$0.05 per share; and (2) 10,000,00020,000,000 shares of manager’spreferred stock, par value $0.01 per share;share, of which 6,900,000 shares are classified and (3) 100,000,000 shares of preferred stock,designated as 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share.
As of the record date,December 14, 2023, there were issued and outstanding 723,949,444 shares of Realty Income common stock. There are no shares of Realty Income Series A preferred stock outstanding.
Preferred Stock.   The Realty Income board of directors is authorized to cause Realty Income to issue preferred stock from time-to-time in such class or series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to transferability, dividends or other distributions, qualifications or other provisions as may be fixed by the Realty Income board of directors.
As of the record date,December 14, 2023, there were issued and outstanding 141,552,606 shares of VEREITSpirit common stock and 6,900,000 shares of VEREITSpirit Series F Preferred Stock. There are no shares of VEREIT manager’s stock outstanding.
Preferred Stock.   The VEREIT board of directors is authorized to cause VEREIT to issue or classify or reclassify any unissued shares ofA preferred stock from time-to-time in such classes or series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividend rights, qualifications, liquidation preferences or other terms or conditions of redemption of such shares as may be fixed by the VEREIT board of directors.

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Rights of Realty Income StockholdersRights of VEREIT Stockholdersoutstanding.
Voting Rights
Each outstanding share of Realty Income common stock is entitled to one vote per share on all matters upon which common stockholders are entitled to vote.
If a quorum exists, action on a
Subject to restrictions on ownership and transfer of Spirit common stock in the Spirit Articles (described further below), each outstanding share of Spirit common stock entitles the holder thereof to one vote on all

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Rights of Realty Income StockholdersRights of Spirit Stockholders
matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, except for (i) votes pertaining to revoking or terminating Realty Income qualifying or continuing to qualifyIncome’s qualification as a REIT, which requires the affirmative vote of the holders of at least two-thirds of all votes entitled to be cast on the matter, and (ii) a dissolution, share exchange, merger, consolidation or sale of substantially all or substantially all of Realty Income’s assets, or amendment to the Realty Income Articles requiring stockholder approval, or removal of a director, which, in each case, requires the affirmative vote of the holders of at least a majority of all votes entitled to be cast on the matter. See “Vote“— Vote on Mergers,Merger, Consolidations or Sales of Substantially All Assets”Assets and “Charter Amendments.“— Charter Amendments.
Each outstanding sharematters submitted to a vote of VEREIT common stock is entitled to one vote per share on all matters upon which stockholders, are entitled to vote.
Each outstanding share of VEREIT Series F Preferred Stock is entitled to one vote per share on certain limited matters, unless the shares have been redeemed or called for redemption, including the election of twodirectors.
The Spirit Bylaws provide for the election of directors, whenever dividends on any shares of VEREIT Series F Preferred Stock shall be in arrears for 18 or more dividend periods; the issuance, increase in or reclassification of any class or series of VEREIT capital stock ranking senior to the VEREIT Series F Preferred Stock; an amendment of the VEREIT Articles that materially and adversely affects the VEREIT Series F Preferred Stock; or a consolidation or merger, or a share exchange that affects the VEREIT Series F Preferred Stock, unless each share of VEREIT Series F Preferred Stock then outstanding remains outstanding without a material adverse change to its terms or is converted into preferred stock of the surviving entity having terms substantially identical to those of the VEREIT Series F Preferred Stock.
Generally, if a quorum exists and except as otherwise requireduncontested elections, by statute or the VEREIT Articles, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, except for (i) a merger, consolidation or sale of substantially all of VEREIT’s assets, which requires the affirmative vote of the holders of at least a majority of allthe votes entitled to be cast oncast. In contested elections, the matter; (ii) removalelection of directors is by a director with or without cause, which requires the affirmative vote of two-thirdsplurality of the total votes entitled to be castcast. Cumulative voting in the election of directors; (iii) amendments to certain provisions of the VEREIT Articles, which requires the affirmative vote of the holders of at least two-thirds of all the votes entitled to be cast on the matter; and (iv) unless the shares of VEREIT Series F Preferred Stock have

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Rights of Realty Income StockholdersRights of VEREIT Stockholders
been redeemed or called for redemption, certain matters relating to the VEREIT Series F Preferred Stock, as described above, which require the affirmative vote of the holders of at least two-thirds of the outstanding shares of the VEREIT Series F Preferred Stock. See “Vote on Mergers, Consolidations or Sales of Substantially All Assets” and “Charter Amendments.”
Cumulative VotingRealty Income doesdirectors is not permit cumulative voting with respect to the election of its directors.VEREIT does not permit cumulative voting with respect to the election of its directors.permitted.
Size of the Board of
Directors
At any regular meeting or at any special meeting called for that purpose, a majority of Realty Income’s entire board of directors may establish, increase or decrease the number of directors; directors, provided that the number thereof shallwill not be less than the minimum number required by the Maryland General Corporation Law.MGCL, nor more than 15. Directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until his or her successor is elected and qualifiedqualifies or until his or her earlier death, retirement, resignation or removal.
As of the record date, the Realty Income board of directors consists of nineeleven directors. Upon closing of the Merger, the Realty Income board of directors will consist of eleven directors.
SolelyThe number of directors of Spirit may be established, increased or decreased only by resolution, a majority of VEREIT’sSpirit’s entire board of directors, but may establish, increase or decrease the number of directors; provided that the number thereof shall not be lessfewer than the minimum number (which is one) required byunder the Maryland General Corporation LawMGCL, nor more than 15. Each directorThe number of directors is currently fixed at nine.
Directors are elected at each annual meetingby holders of stockholdersSpirit common stock and holds officeserve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her death, resignation or removal.
As ofqualifies under the record date, the VEREIT board of directors consists of nine directors.
Classified Board / Term
of Directors
The Realty Income board of directors is not classified. The directors of Realty Income hold office until the next annual meeting of stockholders and until their successors are elected and qualified.The VEREIT board of directors is not classified. The directors of VEREIT hold office for a term of one year until the next annual meeting of VEREIT stockholders and serve until their successors are elected and qualified.
Removal of Directors
The MGCL provides that stockholders may remove directors with or without cause unless the Realty Income Articles provide that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group.
The Realty Income Articles provide that subject to the rights of one or more classes or series of Realty Income preferred stock to elect or remove one or
The MGCL provides that stockholders may remove directors with or without cause unless the VEREIT Articles provide that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group.
The VEREIT Articles provide that, subject to the rights of one or more classes or series of VEREIT preferred stock to elect or remove one or moreMGCL.
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
Removal of Directors
The Realty Income Articles provide that subject to the rights of one or more classes or series of preferred stock of Realty Income (including the Realty Income Series A preferred stock) to elect or remove one or more directors, any Realty Income director, or Realty Income’s entire board of directors, may be removed from office at any time, but only withfor cause, and then only by the affirmative vote of holders of at least a majority of allthe outstanding shares of capital stock entitled to vote onin the election of directors, voting together as a single class.
“Cause” shall meanmeans, with respect to any particular director a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to Realty Income through bad faith or active and deliberate dishonesty.
Subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors any VEREIT(including the Spirit Series A preferred stock), a director may be removed with or withoutonly for cause and only by the affirmative vote of holders of at least two-thirds of all sharesthe votes entitled to vote onbe cast generally in the election of directors.
Election of Directors
Directors are elected at the annual meeting of stockholders by the affirmative vote of a majority of the votes cast“Cause” means, with respect to any particular director, a conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director nominee; provided, however, that if the Realty Income board of directors determines that the number of nominees exceeds the number of directorscaused demonstrable, material harm to be elected at such meeting, each of the directors shall be elected by the affirmative vote of a plurality of the votes cast.
Directors are elected at the annual meeting of stockholders by the affirmative vote of a majority of the votes cast with respect to such director nominee; provided, however, that each of the directors shall be elected by the affirmative vote of a plurality of the votes cast if (i) the secretary receives notice that a stockholder has validly nominated a person for election to the board of directorsSpirit through bad faith or active and (ii) the nomination has not been withdrawn on or before the 10th day before VEREIT first mails its notice for such meeting.deliberate dishonesty.
Filling Vacancies of
Directors
Any vacancies on the Realty Income board of directors for any cause other than an increase in the number of directors can be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Vacancies created through an increase in the number of directors may be filled by the affirmativea majority vote of the entire Realty Income board of directors.Any vacancies on the VEREITSpirit board of directors for any cause, including an increase in the number of directors, canmay be filled only by a majority of the remaining directors, even if such majority is less than a quorum, and any director elected to fill a vacancy will hold office for the remaining directors do not constitute a quorum.remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is duly elected and qualifies.
Charter AmendmentsThe MGCL provides that, ifExcept for certain ministerial amendments, such as name changes and changes to par value of a class or series of stock, amendments to the amendment is declared advisableRealty Income Articles must be advised by the BoardRealty Income board of Directors, the affirmative vote of two-thirds of all outstanding stock entitled to vote is required to amend the charter of a Maryland corporation. However, the MGCL permits a corporation to reduce the voting requirement in its charter to allow for the approval of an amendment to the charterdirectors and approved by the affirmative vote of no less thanRealty Income stockholders entitled to cast a majority of all of the shares outstanding andvotes entitled to votebe cast on the matter.The MGCL provides that, ifExcept for (i) amendments to the amendment is declared advisable byprovision of Spirit Articles relating to the Boardremoval of Directors,directors and the affirmative vote of two-thirds of all outstanding stock entitled to vote is required to amend the charter of a Maryland corporation. However, the MGCL permits a corporation to reduce the voting requirement in its charter to allow forthat removal provision (which can only be amended with the approval of an amendmentstockholders entitled to the charter by the affirmative vote of no less than a majoritycast at least two-thirds of the shares outstanding andvotes entitled to votebe cast on the matter.matter) and (ii) amendments permitted to be made without stockholder approval under the MGCL, the Spirit Articles may
 
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The Realty Income Articles provide that angenerally be amended only if such amendment to the Realty Income Articlesis declared advisable by the Board of Directors may be approved by the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter.The VEREIT Articles provide that VEREIT reserves the right to make any amendment now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the VEREIT Articles, of any shares of outstanding stock. In addition, any amendments to the provisions relating to the amendment of the VEREIT Articles and the removal of directors may only be made if declared advisable by the VEREITSpirit board of directors and approved by the affirmative vote of two-thirdsstockholders entitled to cast a majority of allthe votes entitled to be cast. VEREIT may, withcast on the approval of a majority of the VEREIT board of directors and without any action by the stockholders, amend the VEREIT Articles to increase or decrease the aggregate number of authorized shares or the number of authorized shares of any class or series that VEREIT has authority to issue.matter.
Bylaw Amendments
The Realty Income board of directors has the power to adopt, amendalter or repeal the Realty Income Bylaws and to adopt new provisions of the Realty Income Bylaws; provided,, however,, the provisions related to (i) the written statement Realty Income is required to furnish to stockholders, (ii) investment policy and restrictions, (iii) the annual report and (iv) the definitions in Article I of the Realty Income Bylaws to the extent used in the provision related to amendments to the Realty Income Bylaws, may not be amended, repealed or modified, or inconsistent provisions adopted with respect thereto, without the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter. In addition, pursuant to a binding proposal that is properly submitted by stockholders for approval at a duly called annual meeting or special meeting of stockholders, the stockholders shallwill have the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of the Realty Income Bylaws and to adopt new provisions of the Realty Income Bylaws, in any such case to the extent permitted by and consistent with the Realty Income Articles, Realty Income Bylaws and
applicable law.
The VEREITSpirit board of directors shall havehas the power to adopt, alter amend or repeal the VEREIT Bylaws, provided, however, the provisions related to (i) the Maryland Control Share Acquisition Act, (ii) the Maryland Business Combinations Statute, and (iii) limitations on the powerany provision of the VEREIT board of directorsSpirit Bylaws and to amendmake new bylaws. In addition, the VEREIT BylawsSpirit stockholders may not be altered, amendedalter or repealed, without the affirmative voterepeal any provision of the majority of the votes cast by the VEREIT common stockholders. To the extent permitted by law, VEREIT stockholders may also amend the VEREITSpirit Bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter pursuant tomatter.
Vote on Merger, Consolidations or Sales of Substantially All AssetsThe MGCL provides that a binding proposal submitted bydissolution, merger, consolidation, share exchange orThe MGCL provides that a stockholder that (i) owned shares of VEREIT common stock in the amount and for the duration of time specified in Rule 14a-8 under the Exchange Act on the date the bylaw proposal is delivereddissolution, merger, consolidation, share exchange or mailed to and received by the secretary in accordance with the VEREIT Bylaws and (ii) continuously owns such shares through the date of the annual or special meeting of stockholders where such proposal will be considered.
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
applicable law.
Vote on Merger,
Consolidations or Sales
of Substantially All
Assets
The MGCL provides that a dissolution, merger, consolidation, share exchange or sale of substantially all or substantially all of a corporation’s assets must be declared advisable by the Boardits board of Directorsdirectors and approved by theits stockholders of a corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. However, the MGCL permits a corporation in its charter to reduce the voting requirement to allow for the approval of a dissolution, merger, consolidation, share exchange or sale of all or substantially all of the corporation’s assets by the affirmative vote of nonot less than a majority of the votes entitled to be cast on the matter.
Notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, the Realty Income Articles provide that any such action shallwill be effective and valid if taken or authorized by the affirmative vote of a majority of all the votes entitled to be cast on the matter.
The MGCL provides that a dissolution, merger, consolidation, share exchange or sale of substantially all or substantially all of a corporation’s assets must be declared advisable by the Boardits board of Directorsdirectors and approved by theits stockholders of a corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. However, the MGCL permits a corporation in its charter to reduce the voting requirement to allow for the approval of a dissolution, merger, consolidation, share exchange or sale of all or substantially all of the corporation’s assets by the affirmative vote of nonot less than a majority of the votes entitled to be cast on the matter.
Notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, the VEREITSpirit Articles provide that any such action shallwill be effective and valid if declared advisable by the VEREIT board of directors and taken or authorized by the affirmative vote of holdersa majority of sharesall the votes entitled to be cast on the matter, except that amendments to the provision of Spirit Articles relating to the removal of directors and the vote required to amend that removal provision can be amended only with the approval of stockholders entitled to cast a majorityat least two-thirds of all of the votes entitled to be cast on the matter.
Ownership LimitationsWith
To maintain Realty Income’s status as a REIT under the Code, not more than 50% in value of the outstanding shares of Realty Income stock may be owned, actually or constructively, by or for five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year.
Under the Realty Income Articles, with certain exceptions, the actual, constructive or
To maintain Spirit’s status as a REIT under the Code, not more than 50% in value of the outstanding shares of Spirit stock may be owned, actually or constructively, by or for five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year.
Under the Spirit Articles, with certain exceptions, the actual, beneficial or constructive

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Rights of Realty Income StockholdersRights of Spirit Stockholders
beneficial ownership by any person of more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of Realty Income common stock or Realty Income Series A preferred stock, is generally prohibited.
The Realty Income board of directors may, but in no event is required to, exempt from the ownership limit described in the preceding paragraph above, a particular stockholder if it determines that such ownership will not jeopardize Realty Income’s status as a REIT. As a condition of such exemption, the Realty Income board of directors may require a ruling from the Internal Revenue Service or an opinion of counsel satisfactory to it and/or undertakings or representations from the applicant with respect to preserving Realty Income’s REIT status.
The Realty Income Articles further prohibit (1) any person from actually or constructively owning shares of Realty Income stock that would result in Realty Income being “closely held” under Section 856(h) of the Code or otherwise cause Realty Income to fail to qualify as a REIT, and (2) any person from transferring shares of Realty Income stock if such transfer would result in shares of our capital stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).
With certain exceptions, the constructive or beneficial
ownership by any person of more than 9.8% in value of the aggregate of VEREIT’s outstanding shares of stock or more than 9.8% (by(in value or byin number of shares, whichever is more restrictive) of the outstanding shares of VEREITSpirit common stock or 9.8% in value of the aggregate of the outstanding shares of all classes and series of Spirit stock is generally prohibited.
prohibited, in each case excluding any shares of Spirit stock that are not treated as outstanding for federal income tax purposes.
The Realty IncomeSpirit board of directors, subject to certain limits including the directors’ duties under applicable law, may retroactively and shall prospectively exempt a person from either or both of the ownership limits described in the preceding paragraph above and, if necessary, establish a different limit on ownership for such person if it determines that such exemption could not cause or permit: five or fewer individuals to actually or beneficially own more than 49% in value of the outstanding shares of all classes or series of Spirit stock or, subject to exceptions, Spirit to own, actually or constructively, an interest in a tenant of Spirit (or a tenant of any entity owned in whole or in part by Spirit). As a condition of such exemption, the Spirit board of directors may require an opinion of counsel or a ruling from the Internal Revenue Service, in either case in form and substance satisfactory to the Spirit board of directors, in its sole and absolute discretion, may exempt a person from the limitation on a person beneficially owning common shares in excess of the ownership limitation if the board obtains such representation and undertakings from such person as are reasonably necessaryorder to ascertain that no individual’s beneficial ownership of such common shares will violate the ownership limitationdetermine or that such violation will not cause Realty Income to fail to qualifyensure Spirit’s status as a REIT, underand such representations, covenants and/or undertakings as are necessary or prudent to make the Code,
The VEREITdeterminations above. Notwithstanding the receipt of any ruling or opinion, Spirit’s board of directors in its sole discretion, may exempt a person from the limitation of a person beneficiallyimpose such conditions or constructively owning shares in excess of the ownership limitation if (i) the board obtains such representation and undertakings from such personrestrictions as are reasonably necessary to ascertain that no individual’s beneficial or constructive ownership of such shares would result in VEREIT being “closely held” under the Code or otherwise failing to qualify as a REIT under the Code,
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
and agrees that any violation ofit deems appropriate in connection with such representations or undertakings or attempted violation will result in such common stock being transferred into a trust in accordance with the Realty Income Articles.an exception.
The Realty IncomeSpirit board of directors may, in its sole and absolute discretion, may exempt a person from the limitation on a person constructively owning common shares in excessincrease or decrease one or both of the ownership limitation if such person does not and representslimits for one or more persons, except that ita decreased ownership limit will not own,be effective for any person whose actual, beneficial or constructive ownership of Spirit stock exceeds the decreased ownership limit at the time of the decrease until the person’s actual, beneficial or constructive ownership of Spirit’s stock equals or falls below the decreased ownership limit, although any further acquisition of Spirit stock will violate the decreased ownership limit.
The Spirit Articles further prohibit any person from actually, beneficially or constructively owning shares of Spirit stock, or the Spirit board of directors from making changes to the ownership limits, that could result in Spirit being “closely held” under the Code or otherwise cause Spirit to fail to qualify as a REIT (including, but not limited to, actual, beneficial or constructive ownership of shares of Spirit stock that could result in Spirit owning (actually or constructively) an interest in a tenant of Realty Income that would cause Realty Income to own, actually or constructively, more than a 9.8% interestis described in such tenant and Realty Income obtains such representations and undertakings from such person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such common shares being transferred to a trust in accordance with the Realty Income Articles. Notwithstanding the foregoing, the inability of a person to make the described certification shall not prevent the Realty Income board of directors, in its sole discretion, from exempting such person from the limitation on a person constructively owning common shares in excess of the ownership limit if the Realty Income board of directors determines that the resulting application of Section 856(d)(2)(B) of the Code if the income Spirit derives from such tenant, taking into account Spirit’s other income that would affectnot qualify under the characterizationgross income requirements of less than 0.5%the Code, would cause Spirit to fail to satisfy any of the gross income requirements imposed on REITs). The Spirit Articles also prevent any person from transferring shares of Realty Income in any taxable year, after taking into account the effect of this sentence with respect to all other common shares to which this sentence applies.
Prior to granting any exception to the ownership limitations, the Realty Income board of directors may require a ruling from the IRS, or an opinion of counsel, in either case in form and substance satisfactory to the Realty Income board of directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure Realty Income’s status as a REIT.
(ii)Spirit stock if such person does not and represents that it will not own, actually or constructively, an interest in a tenant of VEREIT thattransfer would cause VEREIT to own, actually or constructively, more than a 9.8% interest in such tenant and VEREIT obtains such representations and undertakings from such person as are reasonably necessary to ascertain this fact and (iii) agrees that any violation or attempted violation will result in such shares being transferred to a trust in accordance with the VEREIT Articles. For purposes of the foregoing sentence, a tenant from whom VEREIT derives and is expected to continue to derive a sufficiently small amount of revenue such that, in the opinion of the VEREIT board of directors, rent from such tenant would not adversely affect VEREIT’s ability to qualify as a REIT will not be treated as a tenant of VEREIT.
Prior to granting any exception to the ownership limitations, the VEREIT board of directors may require a ruling from the IRS, or an opinion of counsel, in either case in form and substance satisfactory to the VEREIT board of directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure VEREIT’s status as a REIT.
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
Special Meetings of the
Stockholders
A special meeting of Realty Income stockholders may be called at any time by the Realty Income board of directors, the chairman of the board, the president or the chief executive officer or by the secretary upon the written request of the holders of shares representing at least a majority of all the votes entitled to be cast on any issue proposed to be considered at any such special meeting of stockholders.A special meeting of VEREIT’s stockholders may be called by the VEREIT board of directors, the chairman of the board, the president, the chief executive officer or by the secretary upon the written request of the holders of shares representing at least a majority of all the votes entitled to be cast on any issue proposed to be considered at any such special meeting of stockholders.
Business transacted at the special meeting of stockholders will be limited to the purposes stated in the notice.Business transacted at the special meetingSpirit stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of stockholders will be limited to the purposes stated in the notice.attribution).
Advance Notice
Provisions for
Stockholder
Nominations and
Stockholder Business
Proposals
The Realty Income Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to the Realty Income board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

pursuant to Realty Income’s notice of meeting;

by or at the direction of the Realty Income board of directors; or

upon timely and proper notice by a stockholder who is a stockholder of record at the record date for the annual meeting, at the time of giving of notice and entitled to vote at the meeting.time of the annual meeting (or any postponement of adjournment thereof).
In general, notice of stockholder nominations or business for an annual meeting must be delivered not earlier than the 150th day nor later than 5:00 p.m., Pacific Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, unlessmeeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed more than 30 days from the anniversary date of the preceding year’s annual proxy meeting, in which caseorder for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day norprior to the date of such annual meeting and not later than 5:00 p.m., Pacific Time, on the later date of the 120th day prior to the date of such annual meeting, or the 10th day following the day on which public announcement of the date of the meeting is first made. Notice of stockholder nominations for a specialas
The VEREITSpirit Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to the VEREITSpirit board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

pursuant to VEREIT’sSpirit’s notice of the meeting;

by or at the direction of the VEREITSpirit board of directors; or

upon timely and proper notice by a stockholder who isthat was a stockholder of record both at the time of giving of the notice of the meeting and at the time of the annual meeting, that is entitled to vote at the meeting.meeting and that has complied with the advance notice procedures set forth in, and provided the information and certifications required by, the Spirit Bylaws.
In general,With respect to special meetings of stockholders, only the business specified in Spirit’s notice of stockholdermeeting may be brought before the special meeting of stockholders, and nominations or businessof individuals for an annual meeting must be delivered not earlier than 5:00 p.m., Eastern Time, on the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day priorelection to the first anniversarySpirit board of directors may be made only:

by or at the direction of the dateSpirit board of directors; or

provided that the meeting has been called in accordance with the Spirit Bylaws for the purpose of electing directors, by a stockholder that is a stockholder of record both at the time of giving of the proxy statement fornotice required by the preceding year’s annual meeting, unlessSpirit Bylaws and at the annual meeting is advanced or delayed more than 30 days from the anniversary date of the preceding year’s annual meeting, in which case notice must be delivered not earlier than 5:00 p.m., Eastern Time, on the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the datetime of the meeting, that is first made.entitled to vote at the meeting in the election of each
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made. Notice of stockholder nominations for a special meeting must be delivered not earlier than the 120th day prior to the special meeting, and not later than 5:00 p.m., Pacific Time, on the later of the 90th day prior to the meeting or the 10th day following the day on which the public announcement is first made of the date of the meeting and the nominees proposed by the Realty Income board of directors.meeting.
individual so nominated and that has complied with the advance notice provisions set forth in, and provided the information and certifications required by, the Spirit Bylaws.
In general, Spirit must receive notice of a stockholder’s intention to make a nomination or to propose an item of business for the annual stockholders’ meeting not earlier than the 150th day and not later than the 120th day prior to the first anniversary of the date the proxy statement for the previous annual stockholders’ meeting was released to stockholders; provided, however, that if Spirit holds its annual stockholders’ meeting more than 30 days before or after the one-year anniversary date of the previous annual stockholders’ meeting, Spirit must receive the notice not earlier than the 150th day and not later than the 120th day prior to the annual stockholders’ meeting date or the tenth day following the date on which Spirit first publicly announces the date of the annual stockholders’ meeting, whichever occurs later. Notice of stockholder nominations for a special meeting must be delivered notreceived by Spirit no earlier than the 120th day prior to thesuch special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to thesuch special meeting or the 10thtenth day following the day on which the public announcement is first made of the date of the special meeting and the nominees proposed by the VEREITSpirit board of directors.directors to be elected at such meeting are first announced.

179


Notice of Stockholder
Meetings
Not less than 10 days nor more than 90 days before each meeting of stockholders, a written notice shall be mailed or electronic transmission shall be delivered to each stockholder entitled to vote at or to notice of such meeting at the address as it appears on the recordsRights of Realty Income if written notice is sent, or to the address or number of the stockholder at which the stockholder receives electronic transmission unless such stockholder waives notice before or after the meeting.StockholdersNot less than 10 days nor more than 90 days before each meetingRights of stockholders, a written notice shall be mailed or electronic transmission shall be delivered to each stockholder entitled to vote at or to notice of such meeting at the address as it appears on the records of VEREIT, if written notice is sent, or to the address or number of the stockholder at which the stockholder receives electronic transmission unless such stockholder waives notice before or after the meeting.Spirit Stockholders
State Anti-Takeover
Statutes
Under the MGCL, certain “business combinations” ​(which include a merger, consolidation, share exchange and certain transfers, issuances or reclassifications of equity securities) between a Maryland corporation and any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock, or an affiliate or associate of the corporation who beneficially owned 10% or more of the voting power of the corporation’s then outstanding stock at any time within the preceding two years, in each case referred to as an “interested stockholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be recommended by the board of directors and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder or its affiliates or associates. The super-majority vote requirements do not apply, however, to business combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder or if the business combination satisfies certain minimum price, form of consideration and procedural requirements. To date, Realty Income has not opted out of the business combination provisions of the MGCL.Under the MGCL, certain “business combinations” ​(which include a merger, consolidation, share exchange and certain transfers, issuances or reclassifications of equity securities) between a Maryland corporation and any person who beneficially owns directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock, or an affiliate or associate of the corporation who beneficially owned directly or indirectly, 10% or more of the voting power of the corporation’s then outstanding stock at any time within the preceding two years, in each case referred to as an “interested stockholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be recommended by the board of directors and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of the

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Rights of Realty Income StockholdersRights of VEREIT Stockholders
corporation other than shares held by the interested stockholder or its affiliates or associates. The super-majority vote requirements do not apply, however, to business combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder or if the business combination satisfies certain minimum price, form of consideration and procedural requirements. To date, Realty IncomeThe Spirit board of directors has, not optedby resolution, elected to opt out of the business combinationcombinations provisions of the MGCL.

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Rights of Realty Income StockholdersRights of Spirit Stockholders
As permitted by the MGCL, the Realty Income Bylaws contain a provision exempting from the control share acquisition statute all shares of Realty Income capital stock to the fullest extent permitted by the MGCL. See “MarylandDescription of Capital Stock — Maryland Control Share Acquisition Statute.Act.
Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

a classified board;

a two-thirds stockholder vote requirement for removing a director;

a requirement that the number of directors be fixed only by vote of the directors;

a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and

a requirement that requires the request of the holders of at least a majority of all votes entitled to be cast be obtained in order to call a special meeting of stockholders.
To date, Realty Income has not made any of the elections described above, although, independent of these elections, the Realty Income Articles and Realty Income Bylaws contain provisions that directors may be
corporation other than shares held by the interested stockholder or its affiliates or associates. The super-majority vote requirements do not apply, however, to business combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder or if the business combination satisfies certain minimum price, form of consideration and procedural requirements. To date, VEREIT has opted out of the business combination provisions of the MGCL.
As permitted by the MGCL, the VEREITSpirit Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions of any shares of VEREIT capital stock to the fullest extent permitted by the MGCL. See “Maryland Control Share Acquisition Statute.”Spirit stock.
Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

a classified board;

a two-thirds stockholder vote requirement for removing a director;

a requirement that the number of directors be fixed only by vote of the directors;

a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and

a requirement that requires the request of the holders of at least a majority of all votes entitled to be cast be obtained in order to call a special meeting of stockholders.
The Spirit Articles contain a provision whereby Spirit has elected, at such time Spirit became eligible to do so, to be subject to the provisions of Subtitle 8 relating to filling vacancies on the Spirit board of directors only by the remaining directors. The Spirit board of directors has further adopted a resolution prohibiting Spirit from electing to be subject to the
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
To date, Realty Income has not made any of the elections described above, although, independent of these elections, the Realty Income Articles and Realty Income Bylaws contain provisions that directors may be removed only for cause and by the vote of a majority of the votes entitled to be cast andcast; that, generally, vacancies may be filled only by the Realty Income board of directors.To date, VEREIT has not made anydirectors; and that the request of the elections described above, although, independentholders of these elections, the VEREIT Articles and VEREIT Bylaws contain provisions that directors may be removed by the vote of two-thirds of the votes entitled to be cast, that the number of directors will be determined by the affirmative vote of a majority of the VEREIT board of directors, that, generally, vacancies may be filled only by the VEREIT board of directors, and that a request by stockholders to call a special meeting requires at least a majority of all votes entitled to be cast.cast on any issue proposed to be considered at a special meeting of stockholders is required to call such special meeting.provisions of Subtitle 8 relating to a classified board unless such election is approved by Spirit stockholders by the affirmative vote of a majority of all the votes entitled to be cast on the matter.
Liability and
Indemnification of
Officers and Directors
The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Realty Income Articles contain such a provision that eliminates such liabilityauthorize it, and the Realty Income Bylaws obligate it, to the maximum extent permitted by the MGCL.
The MGCL requires a corporation (unless its charter provides otherwise, which Realty Income’s Articles do not)Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or any individual who, while serving as one of Realty Income’s directors or officers and, at Realty Income’s request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, REIT, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The MGCL permits a corporationRealty Income Articles and Realty Income Bylaws also permit Realty Income, with the approval of the Realty Income board of directors, to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonableadvance expenses actually incurred by themto any person who served a predecessor of Realty Income in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

the act or omission of the directorcapacities described above and to any employee or officer was material to the matter giving rise to the proceeding andagent of Realty Income or its predecessor.
Realty Income has also entered
The MGCL permits a Maryland corporation to include in its charter a provision limitingSpirit Articles authorize it, and the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. The VEREIT Articles contain such a provision that eliminates such liabilitySpirit Bylaws obligate it, to the maximum extent permitted by the MGCL.
The MGCL requires a corporation (unless its charter provides otherwise, which VEREIT’s Articles do not)Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made a party to, the proceeding by reason of his or her service in that capacity or any individual who, while serving as one of Spirit’s directors or officers and, at Spirit’s request, serves or has served as a director, officer, partner, member, manager, trustee, employee or agent of another corporation, REIT, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The MGCL permits a corporationSpirit Articles and Spirit Bylaws also permit Realty Income, with the approval of the Spirit board of directors, to indemnify and advance expenses to any person who served a predecessor of Spirit in any of the capacities described above and to any employee or agent of Spirit or its present and formerpredecessor.
Spirit has also entered into indemnification agreements with its directors and executive officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceedingwhich are intended to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

the act or omission of the director or officer was material to the matter giving rise to the proceeding and
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
(1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

the director or officer actually received an improper personal benefit in money, property or services; or

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.
In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and a written undertaking by the director or on the director’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director did not meet the standard of conduct.
The Realty Income Articles obligate Realty Income to provide any indemnification permitted by the laws of Maryland and shall indemnify directors, officers, agents and employees as follows:

Realty Income shall indemnify any individual who is a present or former director or officer of Realty Income who is made a party to a proceeding by reason of his or her service in that capacity; and

Realty Income shall indemnify any individual who, while a director of Realty Income and at the request of
(1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

the director or officer actually received an improper personal benefit in money, property or services; or

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.
In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and a written undertaking by the director or on the director’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director did not meet the standard of conduct.
The VEREIT Articles obligate VEREIT to provide any indemnification permitted by the laws of Maryland and shall indemnify directors and officers as follows:

VEREIT shall indemnify any individual who is a present or former director or officer of VEREIT who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity;

VEREIT shall indemnify any individual who, while a director or officer of VEREIT and at the request of VEREIT, serves or has

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Realty Income, serves or has served as a director, officer, partner or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of Realty Income.
Realty Income has also entered into indemnification agreements with certain of its directors and officers, which are intended to provide indemnification to the maximum extent permitted by the MGCL.
provide indemnification to the maximum extent permitted by the MGCL.
Realty Income has purchased directors’ and officers’ liability insurance for the benefit of its directors and officers.
served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity; and

VEREIT may, with approval of the VEREIT board of directors, indemnify other employees and agents of VEREIT or its predecessor.
VEREIT has also entered into indemnification agreements with certain of its directors and officers, which are intended to provide indemnification to the maximum extent permitted by the MGCL.
VEREIT has purchased directors’ and officers’ liability insurance for the benefit of its directors and officers.
Stockholder Rights
Plan
Realty Income does not have a stockholder rights plan in effect.VEREITSpirit does not have a stockholder rights plan in effect.
Dissenters’ Rights
The MGCL provides that a stockholder of a corporation is generally entitled to receive payment of the fair value of itstheir stock if the stockholder dissents from certain transactions including a proposed merger, share exchange or a sale of substantially all of the assets of the corporation, or unless the charter reserves the right to do so, any amendment authorized by law to the terms of outstanding stock.
However, dissenters’ rights generally are not available to holders of shares, such as shares of Realty Income common stock, that are registered on a national securities exchange or quoted on a national market security system nor are dissentersdissenters’ rights available if a provision is included in the charter providing that the stockholders are not entitled to such rights.
The Realty Income Articles do not include such charter provisions, but do reserve the right to make any amendment to the Realty Income Articles, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Realty Income Articles, of any shares of outstanding stock.
The MGCL provides that a stockholder of a corporation is generally entitled to receive payment of the fair value of itstheir stock if the stockholder dissents from certain transactions including a proposed merger, share exchange or a sale of substantially all of the assets of the corporation, or unless the charter reserves the right to do so, any amendment authorized by law to the terms of outstanding stock.
However, dissenters’ rights generally are not available to holders of shares, such as shares of VEREITSpirit common stock, and VEREIT Series F Preferred Stock, that are registered on a national securities exchange or quoted on a national market security system nor are dissentersdissenters’ rights available if a provision is included in the charter providing that the stockholders are not entitled to such rights.
The VEREITSpirit Articles provide that stockholders are not entitledinclude such charter provisions, and reserve the right to appraisalmake any amendment to the Spirit Articles, now or dissenters’hereafter authorized by law, including any amendment altering the terms or contract rights, unless a majorityas expressly set forth in Spirit Articles, of any shares of outstanding stock.
 
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Rights of Realty Income StockholdersRights of VEREITSpirit Stockholders
to the Realty Income Articles, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Realty Income Articles, of any shares of outstanding stock.the VEREIT board of directors determines that such rights apply to one or more transactions occurring after the date of such determination. In addition, the VEREIT Articles provide that VEREIT reserves the right to make any amendment thereto, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the VEREIT Articles, of any shares of outstanding stock.
REIT QualificationThe Realty Income Articles provide that the Realty Income board of directors may revoke or otherwise terminate Realty Income’s REIT election, with the approval of the holders of at least two-thirds of all votes entitled to be cast on the matter, if it determines that it is no longer in Realty Income’s best interests to continue to qualify as a REIT.The VEREITSpirit Articles provide that the VEREITSpirit board of directors may revoke or otherwise terminate VEREIT’sSpirit’s REIT election, without the approval of theSpirit’s stockholders, if it determines that it is no longer in VEREIT’sSpirit’s best interestsinterest to continue to qualifybe qualified as a REIT.
Exclusive Forum
Provision
The Realty Income Bylaws provide that, unless Realty Income consents in writing to the selection of an alternative forum, any state court of competent jurisdiction in Maryland, or, if such state courts do not have jurisdiction, the United States District Court located in the State of Maryland, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on Realty Income’s behalf (other than actions arising under federal securities laws), (b) any Internal Corporate Claim, as such term is defined in the MGCL, including, without limitation (i) any action asserting a claim based on an alleged breach of any duty owed by any of Realty Income’s directors, officers or other employees to Realty Income or to Realty Income’s stockholders, (ii) any action asserting a claim against Realty Income or any of its directors, officers or other employees arising pursuant to any provision of the MGCL, the Realty Income Articles andor the Realty Income Bylaws, door (c) any other action asserting a claim that is governed by the internal affairs doctrine. These choice of forum provisions will not contain a provision adopting anapply to any action or proceeding under federal securities laws or claims arising under the Securities Act or the Exchange Act or any other claim for which federal courts have exclusive forum.jurisdiction.The VEREITSpirit Bylaws provide that, unless VEREITSpirit consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Spirit, (ii) any action asserting a claim of breach of any duty owed by any director, officer or other employee of Spirit to Spirit or Spirit’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, the Spirit Articles or Spirit Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine will be the Circuit Court for Baltimore City, Maryland or, if that Courtcourt does not have jurisdiction, another statethe United States District Court for the District of Maryland, Baltimore Division, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or federal court sittingentity purchasing or otherwise acquiring any interest in Maryland, will beshares of capital stock of Spirit is deemed to have notice of and consented to the sole and exclusive forum for (i) any internal corporate claims (as defined in the MGCL), other than any action arising under federal securities laws, including (a) any derivative action or proceeding brought on behalf of VEREIT, (b) any action asserting a claim for a breach of any duty owed to VEREIT or its stockholders by any director, officer or employee of VEREIT, or (c) any action asserting a claim against VEREIT or any of its directors, officers or employees arising pursuant to any provisionprovisions of the MGCL,forum selection clause of the VEREIT Articles or the VEREIT Bylaws, or (ii) any other action asserting a claim against VEREIT or any of its directors, officers or employees that is governed by the internal affairs doctrine.Spirit Bylaws.
 
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Furthermore, the Realty Income Bylaws provide that, unless Realty Income consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any cause of action arising under the Securities Act.

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LEGAL MATTERS
The validity of the shares of Realty Income common stock and of the shares of Realty Income Series A preferred stock offered by this joint proxy statement/prospectus will be passed on by Ballard SpahrVenable LLP.
Certain U.S. federal income tax consequences relating to the Merger will also be passed upon for Realty Income by Latham & Watkins LLP and for VEREITSpirit by Wachtell, Lipton, Rosen & Katz.
Certain U.S. federal income tax consequences of the Merger regarding Realty Income’s qualification as a REIT will be passed on by Latham & Watkins LLP. Certain U.S. federal income tax consequences of the Merger regarding VEREIT’sSpirit’s qualification as a REIT will be passed on by Goodwin ProcterLatham & Watkins LLP.

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EXPERTS
The consolidated financial statements of Realty Income Corporation and subsidiaries as of December 31, 20202022 and 2019,2021, and for each of the years in the three-year period ended December 31, 2020,2022, and financial statement schedule III and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020,2022, have been incorporated by reference in this joint proxy statement/prospectusherein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference therein,herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 financial statements refers to a change to the accounting for leases.
The consolidated financial statements, and the related financial statement schedules, incorporatedof Spirit Realty Capital, Inc. appearing in this prospectus by reference from VEREIT,Spirit Realty Capital Inc.’s Annual Report on Form 10-K(Form 10-K) for the year ended December 31, 20202022, and the effectiveness of VEREIT,Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2022 have been audited by DeloitteErnst & ToucheYoung LLP, an independent registered public accounting firm, as statedset forth in their reports which arethereon, included therein, and incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been soare incorporated herein by reference in reliance upon such reports given on the reportsauthority of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements, and related financial statement schedules, incorporated in this prospectus by reference from VEREIT Operating Partnership, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2020 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
 
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FUTURE STOCKHOLDER PROPOSALS
Realty IncomeSpirit
Realty IncomeSpirit held its 2021 annual meeting of stockholders on May 18, 2021. In order for a stockholder proposal otherwise satisfying the eligibility requirements of SEC Rule 14a-8 to be considered for inclusion in the proxy statement for the Realty Income 2022 annual meeting of stockholders, it must be received by Realty Income at Realty Income’s principal office, 11995 El Camino Real, San Diego, CA 92130, on or before December 2, 2021.
For an eligible stockholder or group of stockholders to nominate a director nominee for election at the Realty Income 2022 annual meeting of stockholders pursuant to the proxy access provision of the Realty Income Bylaws, such eligible stockholder or group of stockholders must comply with the then-current advance notice requirements in the Realty Income Bylaws and deliver the proposal to Realty Income’s Corporate Secretary between November 2, 2021, and December 2, 2021, in order for such proposal to be considered timely. In addition, the Realty Income Bylaws require the eligible stockholder or group of stockholders to update and supplement such information as of specified dates.
In addition, if a stockholder desires to bring business (including director nominations) before the Realty Income 2022 annual meeting of stockholders that is not the subject of a proposal timely submitted for inclusion in the Realty Income 2022 Proxy Statement, written notice of such business, as currently prescribed in the Realty Income Bylaws, must be received by the Realty Income Corporate Secretary between November 2, 2021, and 5:00 p.m., Pacific Time, on December 2, 2021. For additional requirements, a stockholder may refer to Realty Income’s current bylaws, Article III, Section 12, “Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals,” and Article III, Section 15, “Proxy Access,” a copy of which may be obtained from Realty Income’s Corporate Secretary upon request and without charge. See “Communications with the Board” for contact information. If Realty Income does not receive timely notice pursuant to the Realty Income Bylaws, the proposal will be excluded from consideration at the meeting.
VEREIT
VEREIT held its 20212023 annual stockholders’ meeting on JuneMay 3, 2021.2023. It is not expected that VEREITSpirit will hold an annual meeting of VEREITSpirit stockholders for 20222024 unless the Merger is not completed. If the Merger is not completed, underany stockholder proposal intended to be presented at the 2024 Spirit stockholders’ meeting must be received by Spirit at its principal executive offices at 2727 North Harwood Street, Suite 300, Dallas, TX 75201 not later than November 24, 2023, and meet the requirements of Rule 14a-8 in order for a stockholder proposalunder the Exchange Act to be considered for inclusion in Spirit’s proxy materials for that meeting. Any such proposal should be sent to the attention of Spirit’s investor relations department.
In addition, the Spirit Bylaws permit stockholders to nominate directors and present other business for consideration at Spirit’s 2024 annual stockholders’ meeting if the stockholder gives timely notice in writing to Spirit’s investor relations department at its principal executive offices at 2727 North Harwood Street, Suite 300, Dallas, TX 75201, and such proposal is a proper subject for stockholder action under the Spirit Bylaws. To be timely, Spirit must receive notice of a stockholder’s intention to make a nomination or to propose an item of business at the Spirit 2024 annual stockholders’ meeting not earlier than the 150th day and not later than the 120th day prior to the first anniversary of the date the proxy statement and proxy card relating tofor the VEREIT 2022Spirit 2023 annual stockholders’ meeting the proposal must be received at VEREIT’s principal executive offices no later than 5:00 p.m., Eastern Time, on December 16, 2021. VEREIT will not be requiredwas released to include instockholders; however, if Spirit holds its proxy statement and proxy card any stockholder proposal that does not meet all the requirements for such inclusion established by the SEC’s proxy rules and Maryland corporate law.
In order for an eligible stockholder or group of stockholders to nominate a director nominee for election at the VEREIT 20222024 annual stockholders’ meeting pursuant to the proxy access provision of the VEREIT Bylaws, notice of such nomination and other required information must be received at VEREIT’s principal executive offices on or before December 16, 2021. In the event that the VEREIT 2022 annual stockholders’ meeting is scheduled to be held on a date more than 30 days before or more than 60 days after June 3, 2022 (or before May 4, 2022 or after August 2, 2022), the VEREIT Bylaws state that such notice and other required information must be received at VEREIT’s principal executive offices not later than the close of business on the later of (x) the 150th day prior to the scheduledone-year anniversary date of the VEREIT 20222023 annual stockholders’ meeting, or (y)Spirit must receive the tenth day following the day on which VEREIT first makes a public announcement of the date of the VEREIT 2022 annual stockholders’ meeting. In no event shall the adjournment, postponement, or rescheduling of any previously scheduled meeting of VEREIT stockholders, or the public announcement thereof, commence a new time period for giving notice. In addition, the VEREIT Bylaws require the eligible stockholder or group of stockholders to update and supplement such information (or provide notice stating that there are no updates or supplements) as of specified dates.
For any proposal that is not submitted for inclusion in VEREIT’s proxy material for the VEREIT 2022 annual stockholders’ meeting but is instead sought to be presented directly at that meeting, the VEREIT Bylaws permit such a presentation if (1) the VEREIT Secretary receives written notice of the proposal at

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VEREIT’s principal executive offices not earlier than 5:00 p.m., Eastern Time, on November 16, 2021 nor later than 5:00 p.m., Eastern Time, on December 16, 2021 and (2) it meets the requirements of the VEREIT Bylaws and the SEC for submittal. In the event that the date of the VEREIT 2022 annual stockholders’ meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the VEREIT 2021 annual stockholders’ meeting, notice by the stockholder to be timely must be delivered not earlier than 5:00 p.m., Eastern time, on the 150th day prior to the date of the meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of theSpirit 2024 annual stockholders’ meeting as originally convened,date or the 10thtenth day following the daydate on which public announcement ofSpirit first publicly announces the date of the Spirit 2024 annual stockholders’ meeting, is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting of VEREIT stockholders commence a new time period for giving notice.
whichever occurs later. All nominations must also comply with the VEREITSpirit Bylaws and Spirit Articles. All proposals should be sent via registered, certified or express mail to the VEREIT SecretarySpirit’s investor relations department at VEREIT’sits principal executive office,offices at 2727 North Harwood Street, Suite 300, Dallas, TX 75201.
Householding
To eliminate duplicate mailings, conserve natural resources and reduce Spirit’s printing costs and postage fees, Spirit uses a method of delivery referred to as “householding.” Householding permits Spirit to mail a single set of proxy materials (other than proxy cards, which is currently: VEREIT, Inc., 2325 E. Camelback Road, 9th Floor, Phoenix, Arizona 85016, Attention: Lauren Goldberg, Executive Vice President, General Counselwill remain separate) to Spirit stockholders who share the same address and Secretary.last name, unless Spirit has received contrary instructions from one or more of such stockholders. Spirit will deliver promptly, upon oral or written request, a separate copy of the proxy materials to any stockholder at the same address. If you wish to receive a separate copy of the proxy materials, then you may call 1-866-648-8133, email paper@investorelections.com or visit www.investorelections.com/SRC. Stockholders sharing an address who now receive multiple copies of our proxy materials may request delivery of a single copy by contacting Spirit as indicated above.
 
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OTHER MATTERS
As of the date of this joint proxy statement/prospectus, neither the Realty IncomeSpirit board of directors nor the VEREIT board of directors knowsdoes not know of any matters that will be presented for consideration at either the Realty Income special meeting or the VEREITSpirit special meeting other than as described in this joint proxy statement/prospectus. In accordance with the Realty Income Bylaws, the VEREITSpirit Articles, Spirit Bylaws, and Maryland law, business transacted at the Realty Income special meeting and the VEREITSpirit special meeting will be limited to those matters set forth in the respective accompanying noticesnotice of the Spirit special meetings.meeting. Nonetheless, if any other matter is properly presented at the Realty Income special meeting or the VEREITSpirit special meeting, or any adjournments or postponements of the Spirit special meetings,meeting, and areis voted upon, including matters incident to the conduct of the Spirit special meeting, the enclosed proxy card will confer discretionary authority on the individuals named therein as proxies to vote the shares represented thereby as to any such other matters. It is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with their discretion on any such matter.
 
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WHERE YOU CAN FIND MORE INFORMATION
Realty Income VEREIT and VEREIT OPSpirit file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any of this information at the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Realty Income VEREIT and VEREIT OP,Spirit, that file electronically with the SEC. The address of that site is www.sec.gov.
Investors may also consult the website of Realty Income or VEREITSpirit for more information concerning the Mergers.Merger. The website of Realty Income is www.realtyincome.com. The website of VEREITSpirit is www.vereit.com.www.spiritrealty.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.
Realty Income has filed with the SEC a registration statement of which this joint proxy statement/prospectus forms a part. The registration statement registers the shares of Realty Income common stock and the shares of Realty Income Series A preferred stock to be issued to VEREITSpirit stockholders in connection with the Merger. The registration statement, including the attached exhibits and schedules, contains additional relevant information about Realty Income common stock and Realty Income Series A preferred stock. The rules and regulations of the SEC allow Realty Income and VEREITSpirit to omit certain information included in the registration statement from this joint proxy statement/prospectus.
In addition, the SEC allows Realty Income VEREIT and VEREIT OPSpirit to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this joint proxy statement/prospectus, except for any information that is superseded by information included directly in this joint proxy statement/prospectus.
This joint proxy statement/prospectus incorporates by reference the documents listed below that Realty Income has previously filed with the SEC (File No. 001-13374); provided, however, that we are not incorporating by reference, in each case, any documents, portions of documents or information deemed to have been furnished and not filed in accordance with SEC rules. We are also not incorporating by reference the Form 10. The following documents may contain important information about Realty Income, its financial condition or other matters:




Realty Income’s Current Reports on Form 8-K filed on January 14, 20216, 2023;, January 26, 20219, 2023, January 10, 2023, January 13, 2023, April 5, 2023, April 6, 2023, April 14, 2023, May 25, 2023, June 22, 2023 (solely as(with respect to the information in Item 5.02 of such Current Report); Aprilonly), June 28, 2023, June 29, 2023, July 6, 2023, August 7, 2023, October 30, 2021 (the “April 30, 2021 Form 8-K”), as amended by our Current Report on Form 8-K/Adated June 4, 20212023 amending the April 30, 2021 Form 8-K (solely as(with respect to the information in Item 1.01 of such Current Reports);and Item 9.01 only), November 13, 2023, November 27, 2023, November 27, 2023, November 29, 2023, December 5, 2023 and May 21, 2021December 12, 2023 (in each of the foregoing cases, excluding any current reports, or portions thereof, exhibits thereto or information therein that are “furnished” to the SEC).

The description of Realty Income common stock contained in Exhibit 4.59 to Realty Income’s registration statement on2022 Form 8-A,10-K, and any amendment or report filed under Section 12for the purpose of the Exchange Act on August 4, 1992, including any subsequently filed amendments and reports updating such description, as updated by Exhibit 4.22 to the 2020 Form 10-K.disclosure.
In addition, Realty Income incorporates by reference into this joint proxy statement/prospectus any future filings it makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and prior to the date of the Realty Income special meeting.Merger is consummated. Such documents are considered to be a part of this joint proxy statement/prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.
 
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You can obtain any of the documents listed above from the SEC, through the website of the SEC at the address described above or from Realty Income by requesting them in writing or by telephone at the following address:
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Attention: Investor Relations
Telephone: (858) 284-5000
These documents are available from Realty Income without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
This joint proxy statement/prospectus also incorporates by reference the documents listed below that VEREIT and VEREIT OP haveSpirit previously filed with the SEC (File No. 001-35263 and 001-197780)001-36004); provided, however, that we are not incorporating by reference, in each case, any documents, portion of documents or information deemed to have been furnished and not filed in accordance with SEC rules. The following documents contain important information about VEREIT,Spirit, its financial condition or other matters:




VEREIT’s and VEREIT OP’sSpirit’s Current Reports on Form 8-K, filed on January 5, 2021March 15, 2023, May 4, 2023, May 12, 2023, October 30, 2023 (solely with(with respect to the information in Item 8.01 of such Current Report), February 23, 2021, February 26, 2021, April 29, 2021,1.01 and Item 9.01 only) and April 30, 2021December 12, 2023 (in each of the foregoing cases, excluding any current reports, or portions thereof, exhibits thereto or information therein that are “furnished” to the SEC).

the descriptions of VEREIT’sSpirit common stock and VEREIT’s 6.70%Spirit Series F Cumulative Redeemable Preferred StockA preferred stock included in VEREIT’sSpirit’s registration statementstatements on Form 8-A filed on July 28, 201516, 2013 and October 2, 2017, respectively, each as updated by Exhibit 4.204.11 to VEREIT’s and VEREIT OP’s Spirit’s Annual Report on Form 10-K for the year ended December 31, 2019,2022, filed on February 26, 2020.28, 2023.
In addition, VEREIT and VEREIT OP incorporateSpirit incorporates by reference into this joint proxy statement/prospectus any future filings it makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and prior to the date of the VEREITSpirit special meeting. Such documents are considered to be a part of this joint proxy statement/prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

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You can obtain any of these documents from the SEC, through the website of the SEC at the address described above, or VEREITSpirit will provide you with copies of these documents, without charge, upon written or oral request to:
VEREIT,Spirit Realty Capital, Inc.
2325 E. Camelback Road, 9th Floor2727 North Harwood Street, Suite 300
Phoenix, Arizona 85016Dallas, Texas 75201
Attention:(972) 476-1900
Attn.: Investor Relations
Telephone: (877) 405-2653
If you are a stockholder of Realty Income or a stockholder of VEREITSpirit and would like to request documents, please do so by , 2021,January 12, 2024, to receive them before the Realty Income special meeting and the VEREITSpirit special meeting. If you request any documents from Realty Income or VEREIT,Spirit, Realty Income

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or VEREITSpirit will mail them to you by first-class mail, or by another equally prompt means, within one business day after Realty Income or VEREITSpirit receives your request.
This document is a prospectus of Realty Income and is a joint proxy statement of Realty Income and VEREITSpirit for the Realty Income special meeting and the VEREITSpirit special meeting. Neither Realty Income nor VEREITSpirit has authorized anyone to give any information or make any representation about the Mergers orMerger Agreement and the transactions contemplated thereby, including the Merger, or Realty Income or VEREITSpirit that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that Realty Income or VEREITSpirit has incorporated by reference into this joint proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this joint proxy statement/prospectus reads only as of the date of this joint proxy statement/prospectus unless the information specifically indicates that another date applies.
 
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EXECUTION VERSIONANNEX A
Annex A — Merger Agreement
AGREEMENT AND PLAN OF MERGER
by and among
REALTY INCOME CORPORATION,
RAMSSAINTS MD SUBSIDIARY, I, INC.,
RAMS ACQUISITION SUB II, LLC,
VEREIT, INC.,
and
VEREIT OPERATING PARTNERSHIP, L.P.,SPIRIT REALTY CAPITAL, INC.
Dated as of AprilOctober 29, 20212023
 
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TABLE OF CONTENTS
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Exhibit A
Terms — Form of Separation and OfficeCo Distribution
Articles Supplementary of Parent Series A Preferred Stock
 
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AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER, dated as of AprilOctober 29, 20212023 (this “Agreement”), is by and among REALTY INCOME CORPORATION,Realty Income Corporation, a Maryland corporation (“Realty IncomeParent”), RAMSSaints MD SUBSIDIARY I, INC.Subsidiary, Inc., a Maryland corporation and a direct wholly owned Subsidiary of Realty IncomeParent (“Merger Sub 1”), RAMS ACQUISITION SUB II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary ofSpirit Realty Income (“Merger Sub 2”), VEREIT, INC.Capital, Inc., a Maryland corporation (“(the “VEREIT”), and VEREIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“VEREIT OPCompany”). Each of Realty Income,Parent, Merger Sub, 1, Merger Sub 2, VEREIT and VEREIT OPthe Company is referred to herein as a “party” and, collectively, the “parties.”
WHEREAS, it is proposed that, at the parties intend that,Effective Time (as defined below), and subject to the terms and conditions set forth herein, (a) atin this Agreement, the dateCompany shall merge with and timeinto Merger Sub pursuant to the Partnership Merger (as defined below) becomes effective (the “Partnership, with Merger Effective Time”), Merger Sub 2 will be merged with and into VEREIT OP pursuant to the Partnership Merger, with VEREIT OP continuing as the surviving entitycorporation of the Partnership Merger and in which (i) each outstanding VEREIT Partnershipshare of common stock, par value $0.05 per share, of the Company (the “Company Common Unit that is owned by VEREIT immediately prior to the Partnership Merger Effective Time will remain outstanding as one Surviving VEREIT Partnership Common Unit (as defined below), and (ii) each outstanding VEREIT Partnership Common Unit that is owned by a VEREIT OP Minority Partner (as defined below) immediately prior to the Partnership Merger Effective TimeStock”) (other than Excluded Shares) will be converted into the right to receive a number of newly issued shares of common stock, par value $0.01 per share, of Realty IncomeParent (the “Realty IncomeParent Common Stock”) equal to 0.705,0.762, subject to adjustment as provided in Section 2.62.5 (theMerger Consideration” and such ratio, theExchange Ratio”);, and (b) immediately following the Partnership Merger Effective Time, at the Effective Time (as defined below), VEREIT shall merge with and into Merger Sub 1 pursuant to the Merger (as defined below), with Merger Sub 1 continuing as the surviving corporation, and in which(ii) each outstanding share of common stock, par value $0.01 per share, of VEREIT (the “VEREIT CommonCompany Series A Preferred Stock”) shall will be converted into the right to receive a numberthe Series A Merger Consideration;
WHEREAS, the Board of newly issued shares of Realty Income Common Stock equal to the Exchange Ratio;
WHEREAS, eachDirectors of the respective boardsCompany has (a) duly and validly authorized the execution and delivery of directors, and general partners, as applicable, of VEREIT, VEREIT OP, Realty Income, and Merger Sub 1 and Merger Sub 2 has approved this Agreement and declared advisable the Merger and the other transactions contemplated by this Agreement, (b) directed that the approval of the Merger and the other transactions contemplated by this Agreement be submitted for consideration at a meeting of the Company’s stockholders and (c) subject to Section 5.4(b)(iii), resolved to recommend that the Company’s stockholders vote in favor of the approval of the Merger (the “Company Board Recommendation”) and to include such recommendation in the Proxy Statement/Prospectus;
WHEREAS, the Board of Directors of Parent has declared advisable the Merger and the other transactions contemplated by this Agreement and has duly and validly authorized the execution and delivery of this Agreement and approved the consummation by Parent of the transactions contemplated hereby, including the Partnershipissuance of shares of Parent Common Stock and Parent Series A Preferred Stock in connection with the Merger;
WHEREAS, the Board of Directors of Merger Sub has declared advisable the Merger and the Merger, to be advisableother transactions contemplated by this Agreement and inhas duly and validly authorized the best interestsexecution and delivery of VEREIT, VEREIT OP, Realty Income,this Agreement and approved the consummation by Merger Sub 1 and Merger Sub 2, respectively, and their respective stockholders or equity holders, as applicable, onof the terms and subject totransactions contemplated hereby, including the conditions set forth in this Agreement;Merger;
WHEREAS, each of (a) VEREIT, in its capacity as the general partner of VEREIT OP, and (b) Realty Income,Parent, in its capacity as sole stockholder of Merger Sub, 1 and in its capacity as sole member of Merger Sub 2, has taken all actions required for the execution of this Agreement by VEREIT OP, Merger Sub 1 and Merger Sub 2, respectively, and to approve the consummation by VEREIT OP, Merger Sub 1 and Merger Sub 2, respectively, of the transactions contemplated hereby, including the Partnership Merger and the Merger, as applicable;Merger; and
WHEREAS, for U.S. federal income tax purposes, (a) it is intended that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) this Agreement is intended to be and is adopted as a “plan of reorganization” for the Merger for purposes of Sections 354 and 361 of the Code.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

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ARTICLE I

THE TRANSACTIONS
Section 1.1   The MergersMerger.
(a)The Partnership Merger.
(i)   Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the Delaware Limited Liability Company Act (the “DLLCA”), at the Partnership Merger Effective Time, Merger Sub 2 shall be merged with and into VEREIT OP (the “Partnership Merger”), the separate existence of Merger Sub 2 shall cease, and VEREIT OP shall continue as the surviving entity in the Partnership Merger (“Surviving VEREIT OP”). The Partnership Merger will have the effects provided in this Agreement and as set forth in the DRULPA and the DLLCA.
(ii)   The parties shall cause the Partnership Merger to be consummated by duly executing and filing as soon as practicable on the Closing Date (as defined below) (i) a certificate of merger with respect to the Partnership Merger (the “Partnership Certificate of Merger”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, the applicable provisions of the DRULPA and the DLLCA and (ii) any other filings, recordings or publications required, if any, under the DRULPA and the DLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective at the time that the Partnership Certificate of Merger has been accepted for filing by the Delaware Secretary of State or at such other date and time as may be agreed to by VEREIT and Realty Income and specified in the Partnership Certificate of Merger, but in any event prior to the Merger (as defined below).
(b)   The Merger.
(i)   Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Maryland General Corporation Law (the “MGCL”), at the Effective Time (as defined below), VEREITthe Company shall be merged with and into Merger Sub 1 (the “Merger” and together with the Partnership Merger, the “Mergers”). As a result of the Merger, the separate existence of VEREITthe Company shall

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cease, and Merger Sub 1 shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary of Realty Income, with its corporate name changed to “Realty Income MD Subsidiary I, Inc.”Parent. The Merger will have the effects provided in this Agreement and as set forth in the MGCL.
(ii)(b)   The parties shall cause the Merger to be consummated by duly executing and filing as soon as practicable on the Closing Date (as defined below) (i) articles of merger for the Merger (the “Articles of Merger”) with the State Department of AssessmentAssessments and Taxation of the State of Maryland (“SDAT”), in such form as required by, and executed in accordance with the relevant provisions of, the MGCL and (ii) any other filings, recordings or publications required, if any, under the MGCL in connection with the Merger. The Merger shall become effective at the time when the Articles of Merger have been accepted for record by the SDAT, with such date and time specified in the Articles of Merger, or on such other date and time (not to exceed 30 days from the date the Articles of Merger are accepted for record) as may be agreed to by VEREITthe Company and Realty IncomeParent and specified in the Articles of Merger (the date and time the Merger becomes effective being the “Effective Time”), it being understood and agreed that the parties shall cause the Effective Time to occur promptly following the Partnership Merger Effective Time..
Section 1.2   Closing.   The closing of the MergersMerger (the “Closing”) will take place on the date that is the second (2nd) Business Day after the satisfaction or waiver (subject to applicable Law) of the conditions set forth in Article VI (excluding conditions that, by their terms, are to be satisfied on the Closing Date, but subject to the satisfaction or waiver (subject to applicable Law) of those conditions as of the Closing), unless another date is agreed to in writing by Realty IncomeParent and VEREIT (thethe Company. The date on which the Closing occurs,actually takes place is referred to herein as the Closing Date“Closing Date.). The Closing shall take place by electronic exchange of signatures and documents, unless otherwise agreed to in writing by Realty IncomeParent and VEREIT.the Company.

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Section 1.3   Organizational Documents.
(a)   The charter of Merger Sub 1 as in effect immediately prior to the Effective Time shall be the charter of the Surviving Corporation until thereafter amended in accordance with applicable Law. The bylaws of Merger Sub 1 as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law.
(b)   The limited partnership agreement of VEREIT OP as in effect immediately priorPrior to the Partnership Merger Effective Time, Parent shall supplement, effective no later than the Effective Time, its charter to include the articles supplementary (the “Articles Supplementary”) classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Parent (the “Parent Series A Preferred Stock”) substantially in the form attached hereto as Exhibit A. At the Effective Time, the charter of Parent, as so supplemented, shall be the limited partnership agreementcharter of the Surviving VEREIT OP, with such changes, effective after the Partnership Merger Effective Time, as may be determined by Realty Income in its sole discretion prior to the Partnership Merger Effective Time,Parent, until thereafter amended, in accordance with applicable Law and the applicable provisions of such limited partnership agreement.Law.
Section 1.4   Directors and Officers.
(a)   From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, the directors and officers of Merger Sub 1 immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.
(b)   From and after the Partnership Merger Effective Time, until the earlier of such time as successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the general partner of VEREIT OP immediately prior to the Partnership Merger Effective Time shall be the general partner of Surviving VEREIT OP until the Effective Time, and from and after the Effective Time, the Surviving Corporation shall be the general partner of Surviving VEREIT OP, and (ii) the officers and authorized signatories of Merger Sub 2 immediately prior to the Partnership Merger Effective Time shall be the officers and authorized signatories of Surviving VEREIT OP.
Section 1.5   Tax Consequences.   It is intended that, for U.S. federal income tax purposes, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for the Merger for purposes of Sections 354 and 361 of the Code.
ARTICLE II

TREATMENT OF SECURITIES
Section 2.1   Effect on Capital Stock.   As of the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holders of any of the securities of the parties, the following shall occur:
(a)   VEREITCompany Common Stock.   Subject to Section 2.3(e)2.2(e), each share of common stock, par value $0.01 per share, of VEREIT (the “VEREITCompany Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (A) any Excluded Common Shares, and (B) shares subject to Company Restricted Stock Awards) shall be automatically converted into a number of newly issued shares of Realty IncomeParent Common Stock equal to the Exchange Ratio. As a result of the Merger, all shares of VEREITCompany Common Stock (other than (A) any Excluded Common Shares and (B) shares subject to Company Restricted Stock Awards) shall no longer be

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outstanding and shall be automatically cancelledcanceled and retired and shall cease to exist as shares of VEREITCompany Common Stock, and each evidence of shares in book-entry form previously evidencingrepresenting shares of VEREITCompany Common Stock immediately prior to the Effective Time (the “VEREITCompany Book-Entry Shares”) and each certificate previously representing shares of VEREITCompany Common Stock immediately prior to the Effective Time (the “VEREITCompany Common Stock Certificates”) shall thereafter represent the right to receive the shares of Realty IncomeParent Common Stock into which such shares of VEREITCompany Common Stock were converted, in accordance with Section 2.3, without interest.
(b)   Each share of Company Common Stock owned by the Company, Parent or Merger Sub, in each case, immediately prior to the Effective Time (“VEREITCanceled Company Shares”), shall be canceled and extinguished without any conversion thereof or consideration paid therefor at the Effective Time by virtue of the Merger. Each share of Company Common Stock owned by any direct or indirect wholly owned Subsidiary of Parent (other than Merger Sub) or the Company, in each case, immediately prior to the Effective Time (together with the Canceled Company Shares, the “Excluded Common Shares”) shall automatically be converted into such number of shares of common stock of the Surviving Corporation, or fraction thereof, such that the ownership percentage of any such Subsidiary of the Surviving Corporation immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time.
(c)   Company Series FA Preferred Stock.   Each share of VEREITCompany Series FA Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically cancelledconverted into one (1) newly issued share of Parent Series A Preferred Stock (the “Series A Merger Consideration”) and shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and other rights and restrictions as set forth in the Articles Supplementary. As a result of the Merger, all shares of Company Series A Preferred Stock shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist but the holders thereofas shares of Company Series A Preferred Stock, and each evidence of shares in book-entry form previously representing shares of Company Series A Preferred Stock immediately prior to the Effective Time (together with the Company Book-Entry Shares, the “Company Book-Entry Securities”) and each certificate previously representing shares of Company Series A Preferred Stock immediately prior to the Effective Time (together with the Company Common Stock Certificates, the “Company Certificates”) shall retainthereafter represent the right to receive and shall receive, the paymentshares of the VEREITParent Series FA Preferred Stock Redemption Amount with respect to each shareinto which such shares of VEREITCompany Series FA Preferred Stock pursuant to the terms of the Series F Preferred Stock Redemption Notice issued pursuant towere converted, in accordance with Section 5.162.3., without interest.

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(c)   Realty Income(d)   Merger Sub and Parent Capital Stock.   Stock.
(i)   Treatment of Merger Sub 1 Common Stock.   Each share of common stock, par value $0.0001$0.01 per share, of Merger Sub 1 (the “Merger Sub 1 Common Stock”) issued and outstanding immediately prior to the Merger shall remain outstanding following the Merger as a share of the Surviving Corporation.
(ii)   Treatment of Realty IncomeParent Common Stock.   Each share of Realty IncomeParent Common Stock outstanding immediately prior to the Merger shall remain outstanding following the Merger as a share of Realty IncomeParent Common Stock.
Section 2.2Effect on Partnership Interests.   As of the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of any of the parties or the holders of any of the securities of the parties, the following shall occur:
(a)   Limited Liability Company Interests in Merger Sub 2.   All of the limited liability company interests of Merger Sub 2 issued and outstanding immediately prior to the Partnership Merger Effective Time shall, collectively, be converted into and become a number of common units of partnership interest in Surviving VEREIT OP (each, a “Surviving VEREIT Partnership Common Unit”) equal to the number of VEREIT Partnership Common Units owned by the VEREIT OP Minority Partners (as defined below), which shall be held by Realty Income.
(b)   VEREIT Partnership Common Units Held by VEREIT.   Each VEREIT Partnership Common Unit that is owned by VEREIT immediately prior to the Partnership Merger Effective Time, including each VEREIT Partnership Common Unit that constitutes VEREIT’s general partnership interest in VEREIT OP and each VEREIT Partnership Common Unit that constitutes VEREIT’s limited partnership interest in VEREIT OP (the “VEREIT Partner Units”), shall remain outstanding as one Surviving VEREIT Partnership Common Unit and, immediately following the Effective Time, shall be held by the Surviving Corporation, and no payment shall be made with respect thereto. For the avoidance of doubt, the number of Surviving VEREIT Partnership Common Units owned by VEREIT following the Partnership Merger Effective Time (and immediately prior to the Effective Time) shall equal the number of shares of VEREIT Common Stock to be cancelled pursuant to Section 2.1(a).
(c)   VEREIT Partnership Common Units Held by VEREIT OP Minority Partners.   Subject to Section 2.3(e), each VEREIT Partnership Common Unit issued and outstanding immediately prior to the Partnership Merger Effective Time owned by a holder of VEREIT Partnership Common Units other than VEREIT (each such holder, a “VEREIT OP Minority Partner”) shall be automatically converted into the right to receive a number of newly issued shares of Realty Income Common Stock equal to the Exchange Ratio. As a result of the Partnership Merger, all VEREIT Partnership Common Units issued and outstanding immediately prior to the Partnership Merger Effective Time owned by a VEREIT OP Minority Partner shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each evidence of such VEREIT Partnership Common Units in book-entry form previously evidencing such VEREIT Partnership Common Units immediately prior to the Partnership Merger Effective Time (the “VEREIT Book-Entry Partnership Common Units”) and each certificate previously representing such VEREIT Partnership Common Units immediately prior to the Partnership Merger Effective Time (the “VEREIT Partnership Common Unit Certificates”) shall thereafter represent the right to receive the shares of Realty Income Common Stock into which such VEREIT Partnership Common Units were converted, in accordance with Section 2.3, without interest.
(d)   VEREIT Partnership Series F Preferred Units Held by VEREIT.   Each VEREIT Partnership Series F Preferred Unit that is owned by VEREIT immediately prior to the Partnership Merger Effective Time (the “VEREIT Series F Preferred Partner Units”) shall remain outstanding as one Series F Preferred Unit in Surviving VEREIT OP (each, a “Surviving VEREIT Partnership Series F Preferred Unit”) and, immediately following the Effective Time, shall be held by the Surviving Corporation, and no payment shall be made with respect thereto. For the avoidance of doubt, the number of Surviving VEREIT Partnership Series F Preferred Units owned by VEREIT following the Partnership Merger Effective Time (and immediately prior to the Effective Time) shall equal the number of shares of VEREIT Series F Preferred Stock to be redeemed pursuant to Section 5.16.

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(e)   VEREIT Partnership Series F Preferred Units Held by VEREIT OP Minority Partners.   Each VEREIT Partnership Series F Preferred Unit issued and outstanding immediately prior to the Partnership Merger Effective Time owned by a VEREIT OP Minority Partner shall be automatically cancelled and converted into the right to receive cash in the amount of $25.00 (the “VEREIT Partnership Series F Preferred Unit Liquidation Preference”), plus all accumulated and unpaid distributions to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice, per unit of VEREIT Partnership Series F Preferred Unit (the “VEREIT Partnership Series F Preferred Unit Payment Amount”). As a result of the Partnership Merger, all VEREIT Partnership Series F Preferred Units issued and outstanding immediately prior to the Partnership Merger Effective Time owned by a VEREIT OP Minority Partner shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each evidence of such VEREIT Partnership Series F Preferred Units in book-entry form previously evidencing such VEREIT Partnership Series F Preferred Units immediately prior to the Partnership Merger Effective Time (the “VEREIT Book-Entry Partnership Series F Preferred Units,” and, together with the VEREIT Book-Entry Shares and VEREIT Book-Entry Partnership Series F Preferred Units, the “VEREIT Book-Entry Securities”) and each certificate previously representing such VEREIT Partnership Series F Preferred Units immediately prior to the Partnership Merger Effective Time (the “VEREIT Partnership Series F Preferred Unit Certificates,” and, together with the VEREIT Common Stock Certificates and the VEREIT Partnership Common Unit Certificates, the “VEREIT Certificates”) shall thereafter represent the right to receive the VEREIT Partnership Series F Preferred Payment Amount, in accordance with Section 2.3, without interest.
Section 2.3   Exchange of Certificates.
(a)   Exchange Agent.   As of or prior to the Partnership Merger Effective Time, Realty IncomeParent shall deposit, or shall cause to be deposited, with a bank or trust company designated by Realty IncomeParent and reasonably acceptable to VEREITthe Company (the “Exchange Agent”), for the benefit of the holders of VEREITCompany Certificates and VEREITCompany Book-Entry Securities for exchange in accordance with this Article II, (i) certificates or, at Realty Income’sParent’s option, evidence of shares in book-entry form representing the shares of Realty IncomeParent Common Stock, issuable pursuant to Section 2.1(a) andor Parent Series A Preferred Stock, issuable pursuant to Section 2.2(c)2.1(c), in each case, in exchange for such VEREITCompany Certificates or VEREITCompany Book-Entry Securities, as applicable, and (ii) cash in immediately available funds in an amount sufficient to pay the fractional share consideration under Section 2.3(e)2.2(e) and any dividends or other distributions payable under Section 2.3(c)2.2(c), in each case, with respect thereto, and the consideration payable under Section 2.2(e) in exchange for such VEREIT Partnership Series F Preferred Unit Certificates, or VEREIT Book-Entry Partnership Series F Preferred Units, as applicable.thereto. Such certificates and evidence of shares in book-entry form for

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shares of Realty IncomeParent Common Stock and Parent Series A Preferred Stock (together with any deposited cash sufficient to pay the fractional share consideration and any dividends or other distributions with respect thereto) so deposited are hereinafter referred to as the “Exchange Fund.”
(b)   Exchange Procedures.
(i)   As soon as reasonably practicable after the Effective Time (but in no event later than five (5) Business Days thereafter), Realty IncomeParent shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of one or more VEREITCompany Certificates as of immediately prior to the Partnership Merger Effective Time, (with respect to the VEREIT OP Minority Partners) or the Effective Time (with respect to the holders of VEREIT Common Stock), (1) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the VEREITCompany Certificates shall pass only upon proper delivery of the VEREITCompany Certificates (or affidavits of loss in lieu thereof), to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Realty IncomeParent may reasonably specify, and (2) instructions for use in effecting the surrender of (A) in the case of VEREIT Certificates other than VEREIT Partnership Series F Preferred Unit Certificates, the VEREITCompany Certificates in exchange for certificates or, at Realty Income’sParent’s option, evidence of shares in book-entry form representing the shares of Realty IncomeParent Common Stock issuable pursuant to Section 2.1(a) andor Parent Series A Preferred Stock, issuable pursuant to Section 2.2(c)2.1(c), together with in the case of Realty Income Common Stock, any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.3(c)2.2(c) and any

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cash such holder is entitled to receive in lieu of fractional shares of Realty IncomeParent Common Stock pursuant to and in accordance withSection 2.3(e), or (B) in the case of VEREIT Partnership Series F Preferred Unit Certificates, the consideration payable under Section 2.2(e).
(ii)   Upon surrender of a VEREITCompany Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such VEREITCompany Certificate shall be entitled to receive in exchange therefor (1) in the case of VEREIT Certificates other than VEREIT Partnership Series F Preferred Unit Certificates, the shares of Realty IncomeParent Common Stock formerly represented by such VEREITCompany Certificate pursuant to the provisions of this Article II, plus any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.3(c)2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Realty IncomeParent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.3(e), or (2) in the case of VEREIT Partnership Series F Preferred Unit Certificates, the consideration payable under Section 2.2(e), in each case, to be mailed, made available for collection by hand or delivered by wire transfer, within five (5) Business Days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such VEREITCompany Certificate (or affidavit of loss in lieu thereof), and the VEREITCompany Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled.canceled. The Exchange Agent shall accept such VEREITCompany Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 2.3(b)2.2(b), each VEREITCompany Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the consideration as expressly set forth in this Article II.
(iii)   As promptly as practicable following the Effective Time (but in no event later than five (5) Business Days thereafter), Realty IncomeParent shall cause the Exchange Agent:
(A)   to issue to each holder of VEREITCompany Book-Entry Securities as of immediately prior to the Partnership Merger Effective Time (with respect to the VEREIT OP Minority Partners) or the Effective Time (with respect to the holders of VEREIT Common Stock) (A) in the case of VEREIT Book-Entry Securities other than VEREIT Book-Entry Partnership Series F Preferred Units, that number of uncertificated whole shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, that such holder is entitled to receive in respect of such VEREITCompany Book-Entry Securities pursuant to this Article II, or (B) in the case of VEREIT Book-Entry Partnership Series F Preferred Units, the consideration payable under Section 2.2(e), in each case, automatically without any action on the part of such holder or delivery of any certificate, Letter of Transmittal or other evidence to the Exchange Agent,II; and such VEREIT Book-Entry Securities shall have been cancelled in accordance with this Article II; and
(B)   subject to Section 2.3(h)2.2(h), to issue and deliver to each holder of VEREITCompany Book-Entry SecuritiesShares a check or wire transfer of any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.3(c)2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Realty IncomeParent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.3(e)2.2(e).

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(iv)   In the event of a transfer of ownership of shares of VEREITCompany Common Stock or of VEREIT Partnership Common Units or VEREIT PartnershipCompany Series FA Preferred Units held by VEREIT OP Minority PartnersStock that is not registered in the transfer records of VEREIT or VEREIT OP, as applicable,the Company, it shall be a condition of payment that any VEREITCompany Certificate surrendered in accordance with the procedures set forth in this Section 2.32.2 shall be properly endorsed or shall be otherwise in proper form for transfer, or any VEREITCompany Book-Entry Securities shall be properly transferred, and that the Person requesting such payment shall have paid any Transfer Taxes (as defined below) and other Taxestransfer or similar Tax required by reason of the payment of the consideration to a Person other than the registered holder of the VEREITCompany Certificate surrendered or VEREITCompany Book-Entry

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Securities properly transferred, or shall have established to the satisfaction of Realty IncomeParent that such Tax either has been paid or is not applicable. No interest shall be paid or accrued for the benefit of (A) holders of the VEREITCompany Certificate on the consideration otherwise payable upon the surrender of the VEREITCompany Certificate pursuant to this Article II or (B) VEREITCompany Book-Entry Securities on the consideration otherwise payable in respect of such shares pursuant to this Article II.
(c)   Dividends or Other Distributions with Respect to Realty IncomeParent Common Stock.   No dividends or other distributions declared or made with respect to Realty IncomeParent Common Stock or Parent Series A Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered VEREITCompany Certificate with respect to the shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, represented thereby and issuable hereunder, and all such dividends and other distributions shall instead be deposited by Realty IncomeParent with the Exchange Agent and shall be included in the Exchange Fund, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.3(e)2.2(e), in each case until the holder of such VEREITCompany Certificate shall surrender such VEREITCompany Certificate in accordance with this Article II. Subject to the effect of applicable Laws, following the surrender of any such VEREITCompany Certificate, (other than VEREIT Partnership Series F Preferred Unit Certificates), there shall be paid to the holder of the certificates and/or evidence of shares in book-entry form representing whole shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, issued in exchange therefor, without interest, (i) at the time of such surrender the amount of any cash payable with respect to a fractional share of Realty IncomeParent Common Stock to which such holder is entitled pursuant to Section 2.3(e)2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Realty IncomeParent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Realty IncomeParent Common Stock.Stock or Parent Series A Preferred Stock, as applicable.
(d)   No Further Ownership Rights.   All shares of Realty IncomeParent Common Stock issued upon conversionpursuant to the Merger to holders of shares of VEREITCompany Common Stock or VEREIT Partnership Common Units (including(together with any cash paid pursuant to Section 2.3(c)2.2(c), Section 2.3(e)2.2(e) or Section 2.3(i))2.2(i)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of VEREITCompany Common Stock or VEREIT Partnership Common Units, respectively. All consideration paid upon cancellation of VEREIT Partnership Series F Preferred Units pursuant to Section 2.3(e) shall be deemed to have been paid in full satisfaction of all rights pertaining to VEREIT Partnership Series F Preferred Units.Stock. There shall be no further registration of transfers on the stock transfer books of Realty IncomeParent or the Surviving Corporation of the shares of VEREITCompany Common Stock or on the unit transfer books of VEREIT OP of the VEREIT Partnership Common Units held by VEREIT OP Minority Partners whichthat were outstanding immediately prior to the Partnership Merger Effective Time orTime. If, after the Effective Time, as applicable. If, after the Partnership Merger Effective Time or the Effective Time, as applicable, VEREITCompany Certificates are presented to Realty IncomeParent or the Surviving Corporation for any reason, they shall be cancelledcanceled and exchanged as provided in this Article II.
(e)   No Fractional Shares.   No certificates or scrip representing fractional shares of Realty IncomeParent Common Stock shall be issued upon the surrender for exchange of VEREITCompany Certificates, and/or VEREITCompany Book-Entry SecuritiesShares representing VEREITCompany Common Stock, or VEREIT Partnership Common Units, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Realty Income.Parent. In lieu thereof, upon surrender of the applicable VEREITCompany Certificates or VEREITCompany Book-Entry Securities, Realty IncomeShares, Parent shall pay each holder of VEREITCompany Common Stock and each holder of VEREIT Partnership Common Units an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder (after taking into account all shares of VEREITCompany Common Stock or VEREIT Partnership Common Units, as applicable, held at the Partnership Merger Effective Time (with respect to the VEREIT OP Minority Partners) or the Effective Time (with respect to the holders of VEREIT Common Stock) by such holder) would otherwise be entitled by (ii) the closing price on the New York Stock Exchange (the “NYSE”), as reported on the consolidated tape at the close of the NYSE regular session of trading, for a share of Realty IncomeParent Common Stock on the last trading day immediately preceding the Effective Time.
(f)   Termination of Exchange Fund.   Any portion of the Exchange Fund that remains undistributed to the former holders of shares of VEREITCompany Common Stock (whose such shares are entitled
 
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entitled to be exchanged for shares of Realty IncomeParent Common Stock in accordance with and subject to the provisions of this Article II), the holders of VEREIT Partnership Common Units or Company Series A Preferred Stock (whose such VEREIT Partnership Common Unitsshares are entitled to be exchanged for shares of Realty Income CommonParent Series A Preferred Stock in accordance with and subject to the provisions of this Article II), and the holders of VEREIT Partnership Series F Preferred Units (whose such VEREIT Partnership Series F Preferred Units are entitled to be exchanged for consideration in accordance with and subject to the provisions of this Article II)each case, for nine (9) months after the Effective Time shall thereafter be delivered to the Surviving Corporation, upon demand, and any such former holders of shares of VEREITCompany Common Stock VEREIT Partnership Common Units or VEREIT PartnershipCompany Series FA Preferred UnitsStock, as applicable, who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of their claim for VEREITCompany Common Stock VEREIT Partnership Common Units or VEREIT PartnershipCompany Series FA Preferred Units,Stock, as applicable, including any amounts in respect of dividends or other distributions on shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to and in accordance with Section 2.3(c) and any cash in lieu of fractional shares of Realty Income Common Stock pursuant to and in accordance with Section 2.3(e)2.2(e).
(g)   No Liability.   None of VEREIT, VEREIT OP, Realty Income,the Company, Parent, Merger Sub, 1, Merger Sub 2 or the Surviving Corporation or any employee, officer, director, agent or affiliate of any of them shall be liable to any holder of shares of VEREITCompany Common Stock or any holder of VEREIT Partnership Common Units for shares of Realty IncomeParent Common Stock (or dividends or other distributions with respect thereto), to any holder of Company Series A Preferred Stock for shares of Parent Series A Preferred Stock (or dividends or other distributions with respect thereto), or for any cash in lieu of fractional shares of Realty IncomeParent Common Stock or any holder of VEREIT Partnership Series F Preferred Units for the consideration payable pursuant to Section 2.3(e) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares or units immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Entity (as defined below) shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of any claims or interest of any such holders or their successors, assigns or personal Representatives previously entitled thereto.
(h)   Withholding.   Each of Realty Income, VEREIT,Parent, the Company, Merger Sub, 1, Merger Sub 2, the Surviving Corporation VEREIT OP, the Surviving VEREIT OP and the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of VEREITCompany Common Stock, VEREIT Partnership Common Units, VEREITCompany Series FA Preferred Stock VEREIT Partnership Series F Preferred Units or VEREITCompany Equity Awards (as defined below) (including with respect to any related accrued dividends, dividend equivalents or other distributions) such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any applicable provision of state, local or foreign tax law. To the extent that amounts are so deducted or withheld by Realty Income, VEREIT,Parent, the Company, Merger Sub, 1, Merger Sub 2, the Surviving Corporation VEREIT OP, the Surviving VEREIT OP or the Exchange Agent, such withheld amounts shall be paid to the appropriate taxing authority within the period required under applicable Law and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by Realty Income, VEREIT,Parent, the Company, Merger Sub, 1, Merger Sub 2, the Surviving Corporation VEREIT OP, the Surviving VEREIT OP or the Exchange Agent, as applicable.
(i)   Dividends and Other Distributions.   In the event that (a) a dividend or other distribution with respect to the shares of VEREITCompany Common Stock or Company Series A Preferred Stock that is permitted under the terms of this Agreement (1) is declared after the date of this Agreement with a record date prior to the Effective Time and (2) has not been paid as of the Effective Time, or (b) a dividend or other distribution with respect to the VEREIT Partnership Common Units that is permitted under the terms of this Agreement (1) is declared after the date of this Agreement with a record date prior to the Partnership Merger Effective Time and (2) has not been paid as of the Partnership Merger Effective Time, then in each case, the holders of shares of VEREITCompany Common Stock or the holders of VEREIT Partnership Common Units,Company Series A Preferred Stock, as applicable, shall be entitled to receive such dividend or other distribution from VEREIT or VEREIT OP, as applicable,the Company as of immediately prior to the Effective Time or the Partnership Merger Effective Time, as applicable (subject to Section 5.105.9).
Section 2.42.3   Further Assurances.   If, at any time following the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other

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acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in Realty IncomeParent its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of any party hereto, or (b) otherwise to carry out the purposes of this Agreement, Realty IncomeParent and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of any such Person, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of any such Person, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm Realty Income’sParent’s right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of such party and otherwise to carry out the purposes of this Agreement.
Section 2.5   Treatment of VEREIT Equity Awards.
(a)   VEREIT Stock Options.   As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each VEREIT Stock Option, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time shall be assumed by Realty Income and shall be converted into a Realty Income Stock Option to acquire (i) that number of shares of Realty Income Common Stock (rounded down to the nearest whole number of shares) equal to the product obtained by multiplying (A) the number of shares of VEREIT Common Stock subject to such VEREIT Stock Option as of immediately prior to the Effective Time by (B) the Exchange Ratio, (ii) at an exercise price per share of Realty Income Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of VEREIT Common Stock of such VEREIT Stock Option by (B) the Exchange Ratio; provided, however, that each such VEREIT Stock Option which is an “incentive stock option” ​(as defined in Section 422 of the Code) shall be adjusted in accordance with the foregoing in a manner consistent with the requirements of Section 424 of the Code. The parties intend that the adjustments in this Section 2.5(a) are in accordance with Treasury Regulation Section 1.409A-1(B)(5)(v)(D) and will not subject any VEREIT Stock Option to Section 409A of the Code. Except as otherwise provided in this Section 2.5(a), each such VEREIT Stock Option assumed and converted into a Realty Income Stock Option pursuant to this Section 2.5(a) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding VEREIT Stock Option as of immediately prior to the Effective Time.
(b)   VEREIT RSU Awards.   As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each VEREIT RSU Award that is outstanding as of immediately prior to the Effective Time (whether or not then vested) shall be assumed by Realty Income and shall be converted into a Realty Income RSU Award with respect to a number of whole shares of Realty Income Common Stock (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (A) (1) for each time-based VEREIT RSU Award, the number of shares of VEREIT Common Stock subject to such VEREIT RSU Award as of immediately prior to the Effective Time or (2) for each performance-based VEREIT RSU Award, the number of shares of VEREIT Common Stock subject to such performance-based VEREIT RSU Award determined based on the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time and otherwise in accordance with the applicable award agreement by (B) the Exchange Ratio; provided, that the actual level of achievement of performance goals based on relative total shareholder return shall be determined prior to the Effective Time by the Compensation Committee of the Board of Directors of VEREIT and shall be calculated by measuring the total shareholder return of each applicable peer company through the second to last trading day prior to the Effective Time and, in the case of VEREIT, by computing such total shareholder return using a per share price of VEREIT Common Stock equal to the product, rounded to two decimal places, of (x) the Exchange Ratio, multiplied by (y) the volume-weighted average trading price of Realty Income Common Stock over the five consecutive trading days ending on the second to last trading day prior to the Effective Time. As of immediately after the Effective Time, each such Realty Income RSU Award shall be credited with a dividend equivalent balance that is equal to the dividend equivalent balance credited on the corresponding VEREIT RSU Award as of immediately prior to the Effective Time. Except as otherwise provided in this Section 2.5(b), each VEREIT RSU Award assumed and converted into a Realty Income RSU Award pursuant to this Section 2.5(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding VEREIT RSU Award as of immediately prior to the Effective Time (including dividend equivalent rights and including all time and service vesting conditions, but excluding
 
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performance vesting conditions). For the avoidanceSection 2.4   Treatment of doubt, time and service vesting conditions applicable to performance-vesting VEREIT RSUCompany Equity Awards that are converted into Realty Income RSU Awards shall continue to apply to such Realty Income RSU Awards through the date on which the applicable performance period would have otherwise ended (or such later date as may be applicable under the applicable VEREIT RSU Award agreement).
(c)(a)   VEREIT DSU AwardsCompany Restricted Stock Award.   As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each VEREIT DSUCompany Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holdersholder thereof, become fully vestedbe canceled and be automatically converted into the right to receive at or within five (5) Business Days following the Effective Time,(i) a number of newly issued shares of Realty IncomeParent Common Stock equal to the product obtained by multiplying the number of shares of VEREIT Common Stock subject to such VEREIT DSU Award as of immediately prior to the Effective Time by the Exchange Ratio (rounded down to the nearest whole number of shares), with any resulting fractional share being treated in accordance with Section 2.3(e) above and with any Dividend Credits (as defined in the applicable VEREIT DSU Award agreement) with respect to such VEREIT DSU Award that have not been converted into additional units prior to the Effective Time paid in cash at, or within five (5) Business Days following, the Effective Time in accordance with the applicable VEREIT DSU Award agreement; provided that solely to the extent that settlement of a VEREIT DSU Award at the Effective Time would result in the application of a tax penalty on the holder of such award pursuant to Section 409A of the Code, such VEREIT DSU Award shall be assumed by Realty Income and shall be converted into a Realty Income DSU Award with respect to a number of whole shares of Realty Income Common Stock (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (A) the number of shares of VEREITCompany Common Stock subject to such VEREIT DSUCompany Restricted Stock Award as of immediately prior to the Effective Time by (B) the Exchange Ratio, which Realty Income DSU Award shall be credited withand (ii) the amountconsideration under Section 2.2(e) in respect of the Dividend Credits (as defined infractional share of Parent Common Stock to which the applicable VEREIT DSU Award Agreement) thatholder would otherwise have not been converted into additional units prior toentitled.
(b)   Company Performance Share Awards.   As of the Effective Time, and are credited on the corresponding VEREIT DSUeach Company Performance Share Award as of immediately prior to the Effective Time. Each VEREIT DSU Award assumed and converted into a Realty Income DSU Award pursuant to this Section 2.5(c) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding VEREIT DSU Awardthat is outstanding as of immediately prior to the Effective Time (including(whether or not then vested) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and automatically converted into the right to receive (i) a number of newly issued shares of Parent Common Stock (rounded down to the nearest whole number of shares) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Performance Share Award determined based on, (I) to the extent the Effective Time is prior to the End Date (as defined in the applicable award agreement), the greater of target level of achievement of the applicable performance goals and actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time, and otherwise (II) the actual level of achievement of the applicable performance goals as of the End Date, in each case, as determined in accordance with the terms of the applicable award agreement as in effect on the date hereof, in good faith by the Board of Directors of the Company by (B) the Exchange Ratio, (ii) the consideration under Section 2.2(e) in respect of the fractional share of Parent Common Stock to which the holder would otherwise have been entitled, and (iii) the amount of any accrued and unpaid cash dividend equivalents corresponding to each such Company Performance Share Award.
(c)   Termination of Company Equity Plan.   As of the Effective Time, the Company Equity Plan will be terminated, and no further Company Restricted Stock Awards, Company Performance Share Awards and stock options or other awards or rights with respect to dividend equivalent rights). Any payment in respect of any VEREIT DSU Award which immediately prior to such assumption and conversion or cancellation, as applicable, was treated as “deferred compensation” subject to Section 409A of the Code shallShares will be made in a manner that complies with Section 409A of the Code.granted thereunder.
(d)   VEREITCompany and Parent Actions.   Prior to the Effective Time, the Board of Directors of VEREITthe Company (or an applicable committee thereof) shall adopt such resolutions as are necessary to effectuate the provisions of this Section 2.4, including to provide for the treatment of the VEREITCompany Restricted Stock Options, VEREIT RSU Awards and VEREIT DSUCompany Performance Share Awards (collectively, the “VEREITCompany Equity Awards”) as contemplated by this Section 2.52.4.
(e)   Plans and Awards Assumed by Realty Income; Realty Income Actions. AtOn the first regularly scheduled payroll date, to occur at least seven (7) Business Days, following the Effective Time, Realty IncomeParent shall assume all obligations in respect of the VEREIT Equity Plans, including each outstanding VEREIT Equity Award that is converted into a Realty Income Stock Option, Realty Income RSU Awardpay or Realty Income DSU Award. Prior to the Effective Time, the Board of Directors of Realty Income (or an applicable committee thereof) shall adopt such resolutions as are necessary to reserve for issuance a number of authorized but unissued shares of Realty Income Common Stock for delivery upon exercisedeliver or settlement of the Realty Income Stock Options, Realty Income RSU Awards or Realty Income DSU Award in accordance with this Section 2.5. Effective as of the Effective Time, Realty Income shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Realty Income Common Stock subject to such Realty Income Stock Options, Realty Income RSU Awards and Realty Income DSU Awards. Realty Income may process any cash payments contemplated by this Section 2.5, including accrued distributions and VEREIT dividend equivalents, through the payroll of Realty Income,cause the Surviving Corporation to pay or their respective affiliates (rather than throughdeliver the Exchange Agent).consideration payable pursuant to this Section 2.4, without interest and net of any applicable withholding or other Taxes or other amounts required by Law to be withheld. This Section 2.4 shall be subject to the last sentence of Section 5.6 of the Company Disclosure Letter.
Section 2.62.5   Adjustments to Prevent Dilution.   If, at any time during the period between the date of this Agreement and the Effective Time, there is a change in the number or class of (i) issued and outstanding

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shares of VEREITCompany Common Stock, (ii) issued and outstanding VEREIT Partnership Common Units or (iii)(ii) issued and outstanding shares of Realty IncomeParent Common Stock, or securities convertible or exchangeable into shares of VEREITCompany Common Stock VEREIT Partnership Common Units or shares of Realty IncomeParent Common Stock, in each case, as a result of a reclassification, stock or unit split (including reverse stock or unit split), stock or unit dividend or other distribution (including any dividend or other distribution of securities convertible into stock or units) or other stock or unit distribution, recapitalization, combination or exchange offer of shares or other similar transaction, the Exchange Ratio shall be equitably adjusted, without duplication, to proportionally reflect any such change; provided, that this Section 2.62.5 shall not be construed to permit VEREITthe Company or Realty IncomeParent to take any action with respect to its or its respective Subsidiaries’ securities that is otherwise prohibited by the terms of this Agreement.
Section 2.72.6   Lost Certificates.   If any VEREITCompany Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such VEREITCompany Certificate or to be lost, stolen or destroyed and, if requested by Realty Income,Parent, the posting by such Person of a bond, in such reasonable

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amount as Realty IncomeParent may direct, as indemnity against any claim that may be made against it with respect to such VEREITCompany Certificate, the Exchange Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 2.3(f)2.2(f), Realty Income)Parent) shall issue, in exchange for such lost, stolen or destroyed VEREITCompany Certificate, the shares of Realty IncomeParent Common Stock into which the shares of VEREITCompany Common Stock or VEREIT Partnership Common Units represented by such VEREITCompany Certificate were converted, or the shares of Parent Series A Preferred Stock into which the shares of Company Series A Preferred Stock represented by such Company Certificate were converted, in each case, pursuant to this Article II, together with any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Realty IncomeParent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.3(c)2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Realty IncomeParent Common Stock pursuant to and in accordance with Section 2.3(e)2.2(e).
Section 2.82.7   No Dissenters’ Rights.   No dissenters’, or objecting stockholders’ appraisal rights shall be available with respect to the MergersMerger or the other transactions contemplated by this Agreement.
ARTICLE III

REPRESENTATIONS AND WARRANTIES
Section 3.1   Representations and Warranties of VEREITCompany.   Except (x) as set forth in the disclosure letter delivered to Realty IncomeParent by VEREITthe Company immediately prior to the execution of this Agreement (the “VEREITCompany Disclosure Letter”) (it being understood that any matter disclosed pursuant to any section or subsection of the VEREITCompany Disclosure Letter shall be deemed to be disclosed for all purposes of this Agreement and the VEREITCompany Disclosure Letter, as long as the relevance of such disclosure is reasonably apparent on the face of such disclosure) or (y) as disclosed in the VEREITCompany SEC Documents (as defined below) filed with the SEC within two (2) years prior to the date hereofsince December 31, 2020 (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of such reports or any other disclosures in such reports to the extent they are predictive, cautionary or forward-looking in nature), VEREITand provided that nothing set forth or disclosed in any such Company SEC Documents will be deemed to modify or qualify the representations and warranties set forth in Section 3.1(b) or Section 3.2(d)(ii), the Company hereby represents and warrants to Realty IncomeParent as follows:
(a)   Organization, Standing and Power.
(i)   VEREITThe Company is duly organized, validly existing and eachin good standing under the Laws of the jurisdiction of its organization, with the corporate power and authority to own and operate its business as presently conducted. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with the corporate, partnership or limited liability company (as the case may be) power and authority to own and operate its business as presently conducted. VEREITThe Company and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership and operation of its properties or the nature of its activities makes such qualification necessary, except for such failures to be so qualified as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(ii)   Section 3.1(a)(ii) of the VEREITCompany Disclosure Letter sets forth a true and complete list of the Subsidiaries of VEREIT,the Company, together with the jurisdiction of organization or incorporation, as the case may be, of each such Subsidiary. Each Subsidiary of VEREIT and, to VEREIT’s knowledge, each joint venture of VEREIT,the Company is in compliance in all material respects with the terms of its organizational documents.

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(iii)   Except as set forth on Section 3.1(a)(iii) of the VEREITCompany Disclosure Letter, neither VEREIT, VEREIT OPthe Company nor any of theirits Subsidiaries directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Subsidiaries of VEREIT,the Company, and investments in short-term investment securities that would constitute “cash items” within the meaning of Section 856(c)(4)(A) of the Code).
(iv)   Section 3.1(a)(iv) of the VEREITCompany Disclosure Letter sets forth a true and complete list of each Subsidiary of VEREITthe Company that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

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(b)   Capital Structure.
(i)   The authorized capital stock of VEREITthe Company consists of 1,500,000,000350,000,000 shares of VEREITCompany Common Stock and 100,000,00020,000,000 shares of preferred stock, par value $0.01 per share, of VEREIT.the Company, of which 6,900,000 shares are classified and designated as Company Series A Preferred Stock. As of the close of business on April 23, 2021,October 25, 2023, (A) (i) 229,129,954141,331,218 shares of VEREITCompany Common Stock were issued and outstanding (ii) 14,871,246(including 206,817 shares of VEREITCompany Common Stock subject to unvested Company Restricted Stock Awards), (ii) 6,900,000 shares of Company Series FA Preferred Stock were issued and outstanding, (iii) 20,028,2074,630,723 shares of VEREITCompany Common Stock were reserved for issuance pursuant to future awards under the VEREITCompany Equity Plans,Plan, (iv) 1,040,5981,971,896 shares of VEREITCompany Common Stock were subject to outstanding VEREIT Stock Options, (v) 1,090,834 shares of VEREIT Common Stock were subject to outstanding VEREIT RSUCompany Performance Share Awards (assuming maximum performance for any such awards that are subject to performance-based vesting)performance), (vi) 113,868 shares of VEREIT Common Stock were subject to outstanding VEREIT DSU Awards, (vii) approximately 152,033.8 shares of VEREIT Common Stock were reserved for issuance in respect of VEREIT Partnership Common Units and (viii)(v) no shares of VEREITCompany Common Stock were held by any Subsidiaries of VEREITthe Company and (B) (i) 229,281,987.8 VEREITno Company Partnership Common Units (including Company Partnership Preferred Units) were issued and outstanding, of which 152,033.8 VEREITother than such Partnership Common Units wereissued to the Company and its wholly owned by the Persons andSubsidiaries in thesuch amounts indicated inset forth on Section 3.1(b)(i) of the VEREITCompany Disclosure Letter and 229,129,954 VEREIT Partnership Common Units were owned by VEREIT, (ii) 14,921,012 VEREIT Partnership Series F Preferred Units were issued and outstanding, of which 49,766 VEREIT Partnership Series F Preferred Units were owned by the Persons and in the amounts indicated in Section 3.1(b)(i) and 14,871,246 VEREIT Partnership Series F Preferred Units were owned by VEREIT, (iii) no other VEREIT Partnership Units (including VEREIT Partnership Preferred Units) were issued and outstanding, and (iv) no VEREIT Partnership Units were held by any Subsidiaries of VEREIT.Letter. All outstanding shares of VEREITCompany Common Stock and VEREITCompany Series FA Preferred Stock, and all outstanding VEREITCompany Partnership Units have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights.
(ii)   No bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which stockholders may vote (“Voting Debt”) of VEREITthe Company or any of its Subsidiaries is issued or outstanding.
(iii)   As of the close of business on April 23, 2021,October 25, 2023, except for (A) this Agreement and (B) the VEREIT Partnership Agreement, (B) outstanding VEREIT Partnership Units, (C) VEREIT EquityCompany Restricted Stock Awards issued and outstanding underCompany Performance Share Awards in the VEREIT Equity Plans, (D) with respect to any joint venture in which VEREIT or any of its subsidiaries owns an interest, and (E) asamounts set forth onin Section 3.1(b)(iii)(i) of the VEREIT Disclosure Letter,), there are no options, warrants, calls, rights, commitments or agreements of any character to which VEREIT or any Subsidiary of VEREITthe Company is a party or by which it or any such Subsidiary is bound obligating VEREIT or any Subsidiary of VEREITthe Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt or stock appreciation rights of VEREIT or of any Subsidiary of VEREITthe Company or obligating VEREIT or any Subsidiary of VEREITthe Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the close of business on April 23, 2021,October 25, 2023, there are no outstanding contractual obligations of VEREIT or any of its Subsidiaries,the Company, except as set forth on Section 3.1(b)(iii) of the VEREITCompany Disclosure Letter, (1) other than in respect of VEREIT Partnership Units under the VEREIT Partnership Agreement or in respect of VEREITCompany Equity Awards under the VEREITCompany Equity Plans,Plan, to repurchase, redeem or otherwise acquire any shares of capital stock of VEREIT or any of its Subsidiariesthe Company or (2) pursuant to which VEREIT or any of its

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Subsidiariesthe Company is or could be required to register shares of VEREITCompany Common Stock or other securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
(iv)   As of the close of business on October 25, 2023, except for (A) this Agreement and (B) the outstanding Company Restricted Stock Awards and Company Performance Share Awards in the amounts set forth in Section 3.1(b)(i)), there are no options, warrants, calls, rights, commitments or agreements of any character to which any Subsidiary of the Company is a party or by which any such Subsidiary is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt or stock appreciation rights of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the close of business on October 25, 2023, there are no outstanding contractual obligations of any of the Company’s Subsidiaries, except as set forth on Section 3.1(b)(iii) of the Company Disclosure Letter, (1) other than in respect of Company Equity Awards under the Company Equity Plan, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or (2) pursuant to which the Company or any of its Subsidiaries is or could be required to register shares of Company Common Stock or other securities under the Securities Act.

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(c)   Authority.
(i)   Each of VEREIT and VEREIT OPThe Company has all requisite corporate or limited partnership power and authority to execute, deliver and perform their applicableits obligations under this Agreement and, subject to the receipt of the affirmative vote of the holders of thea majority of the outstanding shares of VEREITCompany Common Stock to approve the Merger and the other transactions contemplated by this Agreement (the “VEREITCompany Required Stockholders Vote”) and the consent of VEREIT, in its capacity as general partner of VEREIT OP,, to consummate the transactions contemplated hereby, as applicable (including the Partnership Merger).hereby. The execution and delivery of this Agreement by VEREIT and VEREIT OP, as applicable,the Company and the performance by VEREIT and VEREIT OP, as applicable,the Company of theirits obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of VEREIT (in the case of VEREIT) and VEREIT (in the case of VEREIT OP),Company, and no other corporate or limited partnership action on the part of VEREIT and VEREIT OP,the Company, other than the receipt of the VEREITCompany Required Stockholders Vote, is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement (in the case of VEREIT and VEREIT OP) has been duly and validly executed and delivered by VEREIT and VEREIT OP, as applicable,the Company, and (subject to execution by the other parties thereto) constitutes a valid and binding obligation of each of VEREIT and VEREIT OP,the Company, subject to execution by the other parties thereto, enforceable against VEREIT and VEREIT OP, as applicable,the Company in accordance with its terms, except as enforceability is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles.
(ii)   Except as set forth on Section 3.1(c)(ii) of the VEREITCompany Disclosure Letter, the execution and delivery of this Agreement by VEREIT and VEREIT OPthe Company does not, and the consummation by VEREIT and VEREIT OPthe Company of the transactions contemplated hereby, will not (A) subject to the receipt of the VEREITCompany Required Stockholders Vote, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, regardless of context, a “Violation”) pursuant to, any provision of the organizational documents of VEREIT or VEREIT OP,the Company, or (B) subject to obtaining or making the notification, filings, consents, approvals, orders,Orders, authorizations, registrations, waiting period expirations or terminations, declarations and filings referred to in paragraph (iii) below, result in any Violation of any Contract VEREIT(other than the right to terminate a Contract as a result of the consummation of the transactions contemplated by this Agreement in any Contract that is terminable by a party other than the Company or any of its Subsidiaries without cause or penalty or liability on not more than thirty (30) days’ notice or less), Company Benefit Plan or Law applicable to VEREITthe Company or any of its Subsidiaries or their respective properties or assets, which Violation under this clause (B) only would have, or would reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(iii)   Except for (A) the applicable requirements, if any, of state securities or “blue sky” Laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (C) any filings or approvals required under the rules and regulations of the NYSE, (D) any required filings or authorizations, clearances, consents, approvals, or waiting period terminations or expirations under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and foreign antitrust, competition or merger control Laws, (E) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL and (F) the filing of the Partnership CertificateArticles Supplementary with, and the acceptance for record of Merger with the Delaware Secretary of StateArticles Supplementary by the SDAT pursuant to the DRULPA and the DLLCA,MGCL, no consent, approval, orderOrder or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or industry self-regulatory organization (a “Governmental Entity”), is required by or with respect to VEREITthe Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by VEREIT and VEREIT OPthe Company or the consummation by VEREIT and VEREIT

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OPthe Company of the transactions contemplated hereby, as applicable, the failure to make or obtain which would have, or would reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.

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(d)   SEC Documents; Regulatory Reports.
(i)   VEREITThe Company has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182020 together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “VEREITCompany SEC Documents”). As of their respective dates, the VEREITCompany SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations of the SEC promulgated thereunder applicable to such VEREITCompany SEC Documents, and none of the VEREITCompany SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of VEREITthe Company included in the VEREITCompany SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of VEREITthe Company and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown.
(ii)   VEREITThe Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a – 15(f)13a-15(f) and 15d – 15(f)15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. VEREITThe Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a – 15(e)13a-15(e) and 15d – 15(e)15d-15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by VEREITthe Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to VEREIT’sthe Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to VEREIT’sthe Company’s outside auditors and the audit committee of the Board of Directors of VEREITthe Company (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect VEREIT’sthe Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in VEREIT’sthe Company’s internal control over financial reporting. Since December 31, 2018,2020, any material change in internal control over financial reporting required to be disclosed in any VEREITCompany SEC Document has been so disclosed.
(iii)   Except as set forth on Section 3.1(d)(iii) of the VEREITCompany Disclosure Letter, VEREITthe Company has made available to Realty IncomeParent complete and correct copies of all written correspondence between the SEC, on the one hand, and VEREIT,the Company, on the other hand, since December 31, 2018.2020.
(iv)   Neither VEREIT, VEREIT OPthe Company nor any Subsidiary of VEREITthe Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among VEREIT, VEREIT OPthe Company or any Subsidiary of VEREIT,the Company, on the one hand, and any unconsolidated affiliate of VEREIT, VEREIT OPthe Company, or any Subsidiary of VEREIT,the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any

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“off “off balance sheet arrangements” ​(as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction

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involving, or material liabilities of, VEREIT, VEREIT OP,the Company or any Subsidiary of VEREITthe Company or any of their financial statements or other Company SEC Documents of VEREIT.Documents.
(v)   Since December 31, 2018,2020, (A) neither VEREITthe Company nor any of its Subsidiaries nor, to the knowledge of VEREIT,the Company, any Representative of VEREITthe Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of VEREITthe Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018,2020, including any material complaint, allegation, assertion or claim that VEREITthe Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of VEREIT,the Company, no attorney representing VEREITthe Company or any of its Subsidiaries, whether or not employed by VEREITthe Company or any of its Subsidiaries, has reported to the Board of Directors of VEREITthe Company or any committee thereof evidence of a material Violation of securities Laws or breach of fiduciary duty relating to periods after December 31, 2018,2020, by VEREITthe Company or any of its officers, directors, employees or agents.
(e)   Information Supplied.   None of the information supplied or to be supplied by VEREITthe Company for inclusion or incorporation by reference in (i) the Form S-4 or the Form 10 will, at the time the applicable Form is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement/Prospectus (as defined below) will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by VEREITthe Company with respect to statements made or incorporated by reference therein based on information supplied by Realty IncomeParent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.
(f)   Compliance with Applicable Laws.   VEREITThe Company and each of its Subsidiaries is in compliance with all Laws applicable to their operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect. Neither VEREITthe Company nor any of its Subsidiaries has received any written notice since December 31, 20182020 asserting a failure, or possible failure, to comply with any such Law, the subject of which written notice has not been resolved as required thereby or otherwise to the reasonable satisfaction of the party sending the notice, except for (i) matters being contested in good faith and set forth in Section 3.1(f) of the VEREITCompany Disclosure Letter and (ii) such failures as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(g)   Legal Proceedings.   There is no suit, action, investigation or proceeding (whether judicial, arbitral, administrative or other) pending or, to the knowledge of VEREIT,the Company, threatened in writing, against or affecting VEREITthe Company or any of its Subsidiaries as to which there is a significant possibility of an adverse outcome which would have, or would reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, nor is there any judgment, decree, injunction or orderOrder of any Governmental Entity or arbitrator outstanding against VEREITthe Company or any Subsidiary of VEREITthe Company which would have, or would reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.

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(h)   Taxes.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect:
(i)   VEREITthe Company and each of its Subsidiaries have (A) duly and timely filed (or there have been timely filed on their behalf) with the appropriate taxing authority all Tax Returns required to be filed by them (after giving effect to any extensions), and such Tax Returns are true, correct

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and complete, (B) duly paid in full (or there has been paid on their behalf), or made adequate provision for, all Taxes required to be paid by them, and (C) withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party;
(ii)   neither VEREITthe Company nor any of its Subsidiaries has received a written claim or, to the knowledge of VEREIT,the Company, an unwritten claim, by any taxing authority in a jurisdiction where VEREITthe Company or such Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction;
(iii)   there are no disputes, audits, examinations or proceedings pending (or threatened in writing), or claims asserted, for Taxes upon VEREITthe Company or any of its Subsidiaries and neither VEREITthe Company nor any of its Subsidiaries is a party to any litigation or administrative proceeding relating to Taxes;
(iv)   neither VEREITthe Company nor any of its Subsidiaries has entered into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign income Tax Law), has requested, has received or is subject to any written ruling of a taxing authority or has entered into any written agreement with a taxing authority with respect to any Taxes;
(v)   neither VEREITthe Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect;
(vi)   there are no Tax allocation or sharing agreements or similar arrangements with respect to or involving VEREITthe Company or any of its Subsidiaries, and, after the Closing Date, neither VEREITthe Company nor any of its Subsidiaries shall be bound by any such Tax allocation or sharing agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date (in each case, excluding customary tax indemnities included in loan agreements or commercial agreements entered into in the ordinary course of business, agreements solely between VEREITthe Company and/or its Subsidiaries and VEREITthe Company Tax Protection Agreements (as defined below));
(vii)   neither VEREITthe Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was VEREITthe Company or a Subsidiary of VEREIT)the Company) or (B) has any liability for the Taxes of any Person (other than VEREITthe Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract (excluding customary commercial contracts not primarily related to Taxes and VEREITthe Company Tax Protection Agreements (as defined below)), or otherwise;
(viii)   VEREIT(1) the Company (A) for all taxable years commencing with its taxable year ended December 31, 20112005 through its taxable year ended December 31 immediately prior to the Effective Time, has elected and has been subject to federal taxation as a REIT and has satisfied all requirements to qualify as a REIT, and has so qualified, for federal Tax purposes for such years, (B) at all times since such date, has operated in such a manner so as to qualify as a REIT for federal Tax purposes and will continue to operate (in each case, taking into account the permitted REIT Dividends (as defined below) under Section 5.10(b)5.9(b)) through the Effective Time in such a manner so as to so qualify for the taxable year that includes the Closing Date and (C) has not taken or omitted to take any action that could reasonably be expected to result in a challenge by the IRS or any other taxing authority to its status as a REIT, and no such challenge is pending or, to VEREIT’sthe Company’s knowledge, threatened. Eachthreatened and (2) each Subsidiary of VEREITthe Company has been since the later of its acquisition or formation and continues to be treated for federal and state income Tax purposes as (A) a partnership (oror a disregarded entity)entity and not as a corporation or an association or publicly traded partnership taxable as a corporation, (B) a Qualified REIT Subsidiary, (C) a Taxable REIT Subsidiary or (D) a REIT.REIT;
(ix)   (1) Section 3.1(h)(ix) of the Company Disclosure Letter sets forth each asset of the Company and the Subsidiaries of the Company which would be subject to rules similar to Section 1374 of the Code and (2) with respect to each such asset, Section 3.1(h)(ix) of the Company
 
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(ix)   Section 3.1(h)(ix) of the VEREIT Disclosure Letter sets forth each asset of VEREIT and the VEREIT Subsidiaries which would be subject to rules similar to Section 1374 of the Code. With respect to each such asset, Section 3.1(h)(ix) of the VEREIT Disclosure Letter sets forth (A) the amount of any gain that could be subject to Tax pursuant to such rules, based on a good faith estimate of the value of such asset at the relevant date that a determination thereof is required to be made under such rules (it being understood that the estimated value of any such asset that is a partnership interest shall be determined on a “look-through” basis by reference to the underlying assets) and (B) the date after which such gain will no longer be subject to Tax pursuant to such rules;
(x)   neither VEREITthe Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2);
(xi)   neither VEREITthe Company nor any of its Subsidiaries (other than Taxable REIT Subsidiaries) currently has or, as of December 31 of any taxable year through and including the taxable year ended December 31 immediately prior to the Effective Time, has had any earnings and profits attributable to such entity or any other corporation in any non-REIT year within the meaning of Section 857 of the Code;
(xii)   except as set forth on Section 3.1(h)(xii) of the VEREITCompany Disclosure Letter, (A) there are no Tax Protection Agreements to which VEREITthe Company or any of its Subsidiaries is a party (a “VEREITCompany Tax Protection Agreement”) currently in force, and (B) no Person has raised, or to the knowledge of VEREITthe Company threatened to raise, a material claim against VEREITthe Company or any of its Subsidiaries for any breach of any VEREITCompany Tax Protection Agreement and none of the transactions contemplated by this Agreement will give rise to any liability or obligation to make any payment under any VEREITCompany Tax Protection Agreement;
(xiii)   as of the date of this Agreement, VEREITthe Company is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; and
(xiv)   neither VEREITthe Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” ​(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355(a) of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” ​(within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.
(i)   Material Contracts.   Section 3.1(i) of the VEREITCompany Disclosure Letter sets forth a list of all VEREITCompany Material Contracts as of the date of this Agreement, true, correct and complete copies of which VEREITthe Company has made available to Realty IncomeParent prior to the date of this Agreement. For purposes of this Agreement, “VEREITCompany Material Contract” means any Contract (other than VEREITCompany Benefit Plans)Plans or insurance policies) to which VEREITthe Company or any of its Subsidiaries is a party to or bound that:
(i)   is required to be filed as an exhibit to VEREIT’sthe Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K under the Exchange Act;
(ii)   relates to any partnership, joint venture, co-investment or similar agreement with any third parties requiring aggregate payments after the date hereof by VEREIT or any of its Subsidiaries pursuant to any such partnership, joint venture, co-investment or similar agreement in excess of $10,000,000, or involving value or assets in excess of $10,000,000;
(iii)   contains any non-compete or exclusivity provision or otherwise limits in any material respect the ability of VEREITthe Company or any of its Subsidiaries to engage in any line of business in any geographic area, except for any such provision that may be contained in VEREITthe Company Leases entered into in the ordinary course of business consistent with past practice;
(iv)(iii)   involves the future disposition or acquisition of assets or properties with a fair market value in excess of $10,000,000; provided that in$1,000,000;
(iv)   obligates the case of a Contract providing for (1) an acquisition of a retail property with a single tenant, such threshold shall be $15,000,000, (2) an acquisition of an

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industrial property with a single tenant, such threshold shall be $25,000,000, and (3) a transaction involving a sale-leaseback transaction or a portfolio transaction, such threshold shall be $60,000,000 (unless any individual properties contained in such portfolio transaction otherwise exceed any of such thresholds described above);
(v)   obligates VEREIT, VEREIT OPCompany or any of theirits Subsidiaries to make non-discretionary expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $5,000,000,$2,000,000, in any 12-month period, other than any VEREITCompany Lease or any ground lease pursuant to which any third party is a lessee or sublessee on any VEREITCompany Property (as defined below); or
(vi)(v)   evidences a capitalized lease obligation or other Indebtedness to any Person, or any guaranty thereof, in excess of $10,000,000,$2,000,000, other than any Contract in respect of a ground lease or office leases or obligations thereunder.

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Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, each of the VEREITCompany Material Contracts is a legal, valid and binding obligation of VEREIT,the Company, or the Subsidiary of VEREITthe Company that is a party thereto, and, to VEREIT’sthe Company’s knowledge, the other parties thereto, enforceable against VEREITthe Company and its Subsidiaries and, to VEREIT’sthe Company’s knowledge, the other parties thereto in accordance with its terms, except as such enforceability is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles. None of VEREITthe Company or any of its Subsidiaries is, and to VEREIT’sthe Company’s knowledge no other party is, in breach, default or Violation (and no event has occurred or not occurred through VEREIT’sthe Company’s or any Subsidiary of VEREIT’sthe Company’s action or inaction or, to VEREIT’sthe Company’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or Violation) of any term, condition or provision of any VEREITCompany Material Contract to which VEREITthe Company or any Subsidiary of VEREITthe Company is now a party, or by which any of them or their respective properties or assets may be bound, except for such breaches, defaults or Violations as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(j)   Benefit Plans.
(i)   Section 3.1(j)(i) of the VEREITCompany Disclosure Letter contains a true, complete and correct list of each material Benefit Plan sponsored, maintained or contributed to by VEREITthe Company or any of its Subsidiaries, or which VEREITthe Company or any of its Subsidiaries is obligated to sponsor, maintain or contribute to, other than any plan or program maintained by a Governmental Entity to which VEREITthe Company or its Subsidiaries contribute pursuant to applicable Law (the “VEREITCompany Benefit Plans”). No VEREITCompany Benefit Plan is established or maintained outside of the United States or for the benefit of current or former employees, directors or individual independent contractors of VEREITthe Company or any of its Subsidiaries residing outside of the United States.
(ii)   VEREITThe Company has delivered or made available to Realty IncomeParent a true, correct and complete copy of each VEREITCompany Benefit Plan and, with respect thereto, if applicable, (A) all amendments, trust (or other funding vehicle) agreements, summary plan descriptions and insurance Contracts, (B) the most recent annual report (Form 5500 series including, where applicable, all schedules and actuarial and accountants’ reports) filed with the IRS and the most recent actuarial report or other financial statement relating to such VEREITCompany Benefit Plan, (C) the most recent determination or opinion letter from the IRS for such VEREITCompany Benefit Plan, and (D) any notice to or from the IRS or any office or Representative of the Department of Labor relating to any unresolved material compliance issues in respect of such VEREITCompany Benefit Plan, and (E) all material correspondence since December 31, 2020 from any Governmental Entity regarding any active or threatened legal proceeding regarding any Company Benefit Plan.
(iii)   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, (A) each VEREITCompany Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including, but not limited to, ERISA and the Code and in each case the regulations promulgated thereunder, (B) each VEREITCompany Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter as to its qualification from the IRS or

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is entitled to rely on an advisory or opinion letter as to its qualification issued with respect to an IRS approved master and prototype or volume submitter plan, and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan, (C) neither VEREITthe Company nor its Subsidiaries has engaged in a transaction that has resulted in, or could result in, the assessment of a civil penalty upon VEREITthe Company or any of its Subsidiaries pursuant to Section 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code that has not been satisfied in full, (D) there does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability of VEREITthe Company or any of its Subsidiaries, (E) all payments required to be made by or with respect to each VEREITCompany Benefit Plan (including all contributions, insurance premiums or intercompany charges) with respect to all prior periods have

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been timely made or paid by VEREITthe Company or its Subsidiaries in accordance with the provisions of each of the VEREITCompany Benefit Plans and applicable Law and (F) there are no pending or, to VEREIT’sthe Company’s knowledge, threatened claims by or on behalf of any VEREITCompany Benefit Plan, by any employee or beneficiary covered under any VEREITCompany Benefit Plan or otherwise involving any VEREITCompany Benefit Plan (other than routine claims for benefits).
(iv)   NoneNo Company Benefit Plan is, and none of VEREIT,the Company, any of its Subsidiaries or any other entity (whether or not incorporated) that, together with VEREITthe Company or a Subsidiary of VEREIT,the Company, would be treated as a single employer under Section 414 of the Code or Section 4001(b) of ERISA, maintains, contributes to, or participates in, or has ever during the past six (6) years maintained, contributed to, or participated in, or otherwise has any obligation or liability with respect to: (A) a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (B) a “multiple employer welfare arrangement” ​(as defined in Section 3(40) of ERISA), a “multiple employer plan” ​(as defined in Section 413(c) of the Code) or a “multiemployer plan” ​(as defined in Section 3(37) of ERISA), or (C) any plan or arrangement which provides retiree medical or welfare benefits, except as required by applicable Law.
(v)   Neither the Company nor any Subsidiary has any obligation to provide (whether under a Company Benefit Plan or otherwise) health, accident, disability, life or other welfare benefits to any current or former director, employee or other service provider of the Company or any of its Subsidiaries (or any spouse, beneficiary or dependent of the foregoing) beyond the termination of employment or other service of such director, employee or other service provider, other than health continuation coverage pursuant to Section 4980B of the Code.
(v)(vi)   Except as set forth in Section 3.1(j)(v)(vi) of the VEREITCompany Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance, unemployment compensation, “excess parachute payment” ​(within the meaning of Section 280G of the Code), forgiveness of Indebtedness or otherwise) becoming due to any current or former director, employee or other service provider of VEREITthe Company or any of its Subsidiaries under any VEREITCompany Benefit Plan or otherwise, (B) increase any benefits otherwise payable or trigger any other obligation under any VEREITCompany Benefit Plan, (C) result in any acceleration of the time of payment, funding or vesting of any such benefits or (D) result in any limitation on the right of VEREITthe Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any VEREITCompany Benefit Plan or related trust. No VEREITCompany Benefit Plan provides for, and neither VEREITthe Company nor any of its Subsidiaries is otherwise obligated to provide, the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code.
(vii)   Each Company Benefit Plan has been maintained and operated in documentary and operational compliance in all material respects with Section 409A of the Code or an available exemption therefrom.
(k)   Employment and Labor Matters.
(i)   (A) Except in accordance with applicable Law, neither VEREITthe Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of VEREITthe Company or any of its Subsidiaries, (B) there are no strikes or lockouts with respect to any employees of VEREITthe Company or any of its Subsidiaries pending or, to VEREIT’sthe Company’s knowledge, threatened, (C) to the knowledge of VEREIT,the Company, there is no union organizing effort pending or threatened against VEREITthe Company or any of its Subsidiaries, (D) there is no unfair labor practice, labor dispute (other than routine individual grievances) or, labor arbitration proceeding or claim, complaint or grievance relating to plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any employee, in each case, pending or, to the knowledge of VEREIT,the Company, threatened with respect to employees of VEREITthe Company or any of its Subsidiaries, and (E) there is no slowdown or work stoppage in effect or, to the knowledge of VEREIT,the Company, threatened with respect to employees of VEREITthe Company or

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any of its Subsidiaries, nor, has VEREITthe Company or any of its Subsidiaries experienced any events described in clauses (B), (D) and this clause (E) hereof within the past three (3) years, except, in the case of each case,of (B), (D) and (E), as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.

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(ii)   Except for such matters as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, VEREITthe Company and its Subsidiaries are, and have been, in compliance with all applicable Laws respecting labor and employment, including (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) unfair labor practices and (D) occupational safety and health and immigration.
(iii)   The Company has provided Parent with an accurate and complete list of the names of all present employees of the Company or any of the Subsidiaries and each such employee’s title, hire date, annual base salary or hourly wage rate (as applicable), bonus or other cash incentive opportunity, principal location (city, state (where applicable) and country), and status as exempt or non-exempt from the overtime requirements of applicable wage and hour Laws, and indicating whether such employee is on a work visa as of the date of this Agreement.
(iv)   The Company has provided Parent with a list of all individual independent contractors and individual consultants (including those providing services through their own wholly owned entities) currently engaged by the Company or any of the Subsidiaries, along with the services provided by, date of retention for and rate of remuneration for each such Person.
(l)   Absence of Certain Changes.   SinceFrom December 31, 2020,2022 through the date hereof, (i) VEREITthe Company and its Subsidiaries have conducted their respective businesses in the ordinary course in all material respects, except in response to Covid-19 and the Covid-19 Measures, and (ii) there has not been a VEREITCompany Material Adverse Effect that is continuing.
(m)   Board Approval.   The Board of Directors of VEREIT,the Company, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held, has (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Mergers,Merger, to be advisable and in the best interests of VEREITthe Company and its stockholders, and (ii) resolved to recommend that the stockholders of VEREITthe Company approve the Merger and direct that such matter be submitted for consideration by VEREITthe Company stockholders at the VEREITCompany Stockholders Meeting (as defined below). VEREIT has taken all actions required for the execution of this Agreement by VEREIT OP and the consummation by VEREIT OP of the transactions contemplated hereby, including the Partnership Merger.
(n)   Takeover Statute.   Each of VEREIT and VEREIT OPThe Company has taken such actions and votes as are necessary on its part to render the provisions of any “fair price,” “moratorium” or “control share acquisition” statute, including, the provisions contained in Subtitle 6 or Subtitle 7 of Title 3 of the MGCL or the provisions of any other anti-takeover statute or similar federal or state statute (the “Takeover Statutes”) inapplicable to this Agreement, the MergersMerger and the other transactions contemplated by this Agreement.
(o)   Vote Required.   The VEREITCompany Required Stockholders Vote and approval by the General Partner of VEREIT OP, is the only vote of the holders of any class or series of capital stock of VEREIT or of partnership interests of VEREIT OPthe Company necessary to approve and adopt this Agreementthe Merger and the other transactions contemplated hereby (including the Mergers).by this Agreement.
(p)   Properties.
(i)   Except, in each case, as would not have, or would not reasonably be expected to have,be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a VEREIT Material Adverse Effect, as ofwhole, (A) the date hereof, (A) VEREITCompany has delivered to or made available to Realty IncomeParent a true, correct and complete copy of each Material VEREITCompany Lease, that is true and complete in all material respects. (B) to the knowledge of VEREIT, as of the date hereof,Company, each Material VEREITCompany Lease is in full force and effect, and neither VEREITthe Company nor any of its Subsidiaries nor, to the knowledge of VEREIT,the Company, any other party to a Material VEREITCompany Lease, is in default beyond any applicable notice and cure period under any Material VEREITCompany Lease, which default is in effect on the date of this Agreement and (C) neither VEREIT, VEREIT OPthe Company nor any of theirits Subsidiaries has, prior to the date hereof, received from any counterparty under any Material VEREITCompany Lease a notice from the tenant of any intention to vacate andor terminate prior to the end of the term of such Material VEREITCompany Lease. Section 3.1(p)(i) of the VEREITCompany Disclosure Letter sets forth, as of December 31, 2020,October 25, 2023, a complete list of all

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Material VEREITCompany Leases, including, with respect to each Material VEREITCompany Lease, the address, the identities of the landlord and tenant, the square feet of rented area, the annualized rent as of the date hereof and the remaining term of such lease. Except as set forth on Section 3.1(p)(i) of the VEREITCompany Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, (1) no tenantcounterparty under any Material VEREITCompany Lease is currently asserting in writing a right to cancel or terminate such Material VEREITCompany Lease prior to the end of the current term, and (2) neither VEREIT, VEREIT OPthe Company nor any of theirits Subsidiaries has received notice of any insolvency or bankruptcy proceeding (or threatened proceedings) involving any tenant under any Material VEREITCompany Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, to be material and adverse to VEREITthe Company and its Subsidiaries, taken as a whole.
(ii)   Except, in each case, as would not have, or would not reasonably be expected to have,be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a VEREIT Material Adverse Effect, VEREITwhole, the Company or a Subsidiary of VEREIT, or a joint

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venture of VEREIT or any of its Subsidiaries,the Company owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of VEREITthe Company included in the VEREITCompany SEC Documents (each, a “VEREITCompany Property” and collectively, the “VEREITCompany Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.1(p)(ii) of the VEREITCompany Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such VEREITCompany Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, none of VEREITthe Company nor any Subsidiary of VEREITthe Company has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of VEREIT,the Company, threatened, with respect to any material portion of any of the VEREITCompany Properties. Except for the owners of the properties in which VEREITthe Company or any Subsidiary of VEREITthe Company has a leasehold interest and except for any VEREITCompany Property that is held by a joint venture or fund, no Person other than VEREITthe Company or a Subsidiary of VEREITthe Company has any ownership interest in any of the VEREITCompany Properties (other than immaterial easements, licenses or similar rights). Section 3.1(p)(ii) of the VEREITCompany Disclosure Letter contains a complete and accurate list in all material respects of the street addressaddresses of each parcel of VEREIT Property.Company Property (to the extent such parcels have street addresses).
(iii)   Except, in each case, as would not have, or would not reasonably be expected to have,be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a VEREIT Material Adverse Effect,whole, policies of title insurance or updates or endorsements have been issued, insuring VEREIT’sthe Company’s or the applicable Subsidiary of VEREIT’sthe Company’s fee simple or leasehold title to each of the VEREIT Properties owned by VEREITsuch Company Property in amounts at least equal to the purchase price paid for ownership or leasehold interest of such VEREITCompany Property or such entity that owned such VEREIT PropertiesCompany Property at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. With respect to the VEREIT real properties used in connection with the Material VEREIT Leases, true and correct copies of each of the policies of title insurance or updates or endorsements have been made available to Realty Income, except, in each case, as would not reasonably expected to be material and adverse to VEREIT and its Subsidiaries, taken as a whole.
(iv)   Except as set forth on Section 3.1(p)(iv) of the VEREITCompany Disclosure Letter, VEREITthe Company and any Subsidiary of VEREITthe Company (A) have not received written notice of any structural defects, or Violation of Law, relating to any VEREITCompany Property which would have, or would reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole and (B) have not received written notice of any physical damage to any Company Property which would have, or would reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effectmaterial adverse effect on the use and (B) have not received written noticeoperation of any physical damage to any VEREITsuch Company Property which would have, or would reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue.

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(v)   Except for secured loan documents entered into in the ordinary course of business or as otherwise set forth on Section 3.1(p)(v) of the VEREITCompany Disclosure Letter, there are no written agreements which restrict VEREITthe Company or any Subsidiary of VEREITthe Company from transferring any of the VEREITCompany Properties, and none of the VEREITsuch Company Properties is subject to any restriction on the sale or other disposition thereof or on the financing or release of financing thereon, except, in each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(vi)   VEREITThe Company and the Subsidiaries of VEREITthe Company have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of VEREITthe Company included in the VEREITCompany SEC Documents (except as has since been sold or otherwise

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disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(vii)   Except for discrepancies, errors or omissions that individually or in the aggregate, have not had and would not reasonably be expected to havebe, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a VEREIT Material Adverse Effect,whole, the property data tape, dated as of December 31, 2020,October 25, 2023, which data tape has previously been made available to Realty IncomeParent by or on behalf of VEREIT, VEREIT OPthe Company or any of theirits Subsidiaries, correctly (A) references each VEREITCompany Lease that was in effect as of December 31, 2020October 25, 2023 and to which VEREIT, VEREIT OPthe Company or any of theirits Subsidiaries are parties as lessors or sublessors with respect to each of the applicable VEREITCompany Properties, and (B) identifies the rent currently payable and security deposit amounts currently held underfuture rent escalators, (C) identifies the VEREIT Leases asexpiration date of December 31, 2020.the Company Lease and any extension options and (D) identifies whether the Company Lease is NNN or NN (as those terms are customarily used in the Company’s industry) with respect to the individual Company Property subject to such Company Lease. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, all security deposits have been held by VEREIT, VEREIT OPthe Company or oneany of theirits Subsidiaries, as applicable, in all material respects in accordance with applicable Law and the applicable VEREITCompany Leases.
(q)   Environmental Matters.   Except as set forth in Section 3.1(q) of the VEREITCompany Disclosure Letter or as otherwise would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect:
(i)   (A) VEREIT,The Company, each VEREIT Subsidiary of the Company and each of the VEREITCompany Properties is in compliance and, except for matters that have been fully and finally resolved, has complied with all applicable Environmental Laws; (B) there is no litigation, investigation, request for information or other claim or proceeding pending or, to the knowledge of VEREIT,the Company, threatened against VEREITthe Company or any VEREIT Subsidiary of the Company under any applicable Environmental Laws or with respect to Hazardous Materials; (C) VEREITthe Company holds all of the Permits (as defined below) required under applicable Environmental Laws for its current operations and is in compliance with the terms of any such Permits; and (D) VEREITthe Company has not received any written notice of Violation or actual or potential liability under any applicable Environmental Laws or with respect to Hazardous Materials that remains unresolved, or that any judicial, administrative or compliance orderOrder or claim has been issued against VEREITthe Company or any VEREIT Subsidiary of the Company which remains unresolved;
(ii)   to the knowledge of VEREIT,the Company, neither VEREITthe Company nor any VEREIT Subsidiary of the Company has used, generated, stored, treated or handled any Hazardous Materials on the VEREITCompany Properties in a manner that would reasonably be expected to result in liability under any Environmental Law, and there are currently no underground storage tanks, active or abandoned, used now or in the past for the storage of Hazardous Materials on, in or under any VEREITCompany Properties in Violation of applicable Environmental Laws. To the knowledge of VEREIT,the Company, neither VEREITthe Company nor any VEREIT Subsidiary of the Company nor any other Person has caused a release of or arranged for the disposal or treatment of Hazardous Materials at any site that would reasonably be expected to result in liability or remediation obligations to VEREITthe Company or any VEREIT Subsidiary of the Company under any Environmental Law; and

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(iii)   to the knowledge of VEREIT,the Company, all Hazardous Material which has been removed from any VEREITCompany Properties was handled, transported and disposed of at the time of removal in compliance with applicable Environmental Laws.
(r)   Intellectual Property.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, (i) VEREITthe Company and its Subsidiaries own or have a valid license to use all trademarks, service marks, trade names, copyrights and patents (including any registrations or applications for registration of any of the foregoing) (collectively, the “VEREITCompany Intellectual Property”) necessary to carry on their business substantially as currently conducted, (ii) neither VEREITthe Company nor any such Subsidiary has received any notice of infringement of or conflict with, and to VEREIT’sthe Company’s knowledge, there are no infringements of or conflicts with, the rights of others with respect to the use of any VEREITCompany Intellectual Property and (iii) to VEREIT’sthe Company’s knowledge, no Person is infringing on or violating any rights of the VEREITCompany Intellectual Property.
(s)   Permits.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect, (i) the permits, licenses, approvals, variances,

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exemptions, orders, franchises, certifications and authorizations from Governmental Entities and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy (collectively, “Permits”) held by VEREITthe Company and its Subsidiaries are valid and sufficient in all respects for all business presently conducted by VEREITthe Company and its Subsidiaries and for the operation of the properties of VEREITthe Company and its Subsidiaries, (ii) all applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Entities and (iii) neither VEREITthe Company nor any of its Subsidiaries has received any claim or notice indicating that VEREITthe Company or any of its Subsidiaries is currently not in compliance with the terms of any such Permits, and to VEREIT’sthe Company’s knowledge no such noncompliance exists.
(t)   Insurance.   VEREITThe Company and its Subsidiaries have obtained and maintained in full force and effect insurance in such amounts, on such terms and covering such risks as VEREIT’sthe Company’s management believes is reasonable and customary for its business. VEREITThe Company or the applicable Subsidiary of VEREITthe Company has paid, or caused to be paid, all premiums due under such policies and is not in default with respect to any obligations under such policies, except, in each case, as would not reasonably be expected, individually or in the aggregate to be material and adverse to VEREITthe Company and its Subsidiaries, taken as a whole. All such policies are valid, outstanding and enforceable and neither VEREITthe Company nor any of its Subsidiaries has agreed to modify or cancel any of such insurance policies nor has VEREITthe Company or any of its Subsidiaries received any notice of any actual or threatened modification or cancellation of such insurance other than in the ordinary course of business consistent with past practice or such as is normal and customary in VEREIT’sthe Company’s industry.
(u)No Joint Ventures or Partnerships.   Neither the Company nor any Subsidiary of the Company is party to, directly or indirectly, any (i) partnership, joint venture, co-investment or similar agreement with any third party related to the ownership or investment in real property or (ii) any other material partnership, joint venture, co-investment or similar agreement with any third party.
(v)   Investment Company Act of 1940.   Neither VEREITthe Company nor any Subsidiary of VEREITthe Company is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act of 1940, as amended.
(v)(w)   Brokers or Finders.   Neither VEREITthe Company nor any of its Subsidiaries has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the Merger or the other transactions contemplated by this Agreement, (including the OfficeCo Distribution), except that VEREITthe Company has engaged J.P. Morgan Securities LLC (“J.P. Morgan”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) as its financial advisoradvisors and will owe fees, compensation and indemnification to each of J.P. Morgan and Morgan Stanley in connection therewith. A full and complete copy of the engagement letters with J.P. Morgan and Morgan Stanley have been made available to Parent prior to the date hereof.

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(x)   Opinion of VEREITthe Company’s Financial AdvisorAdvisors.   The Board of Directors of VEREITthe Company has received the opinionopinions of each of J.P. Morgan financial advisor to VEREIT,and Morgan Stanley, to the effect that, as of the date of such opinion and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to the holders of VEREITshares of Company Common Stock.Stock (other than the Company, Parent, Merger Sub and any direct or indirect wholly owned Subsidiary of Parent (other than Merger Sub) or the Company).
(x)(y)   No Undisclosed Material Liabilities.   There are no liabilities or obligations of VEREITthe Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in VEREIT’sthe Company’s most recent balance sheet for the year ended December 31, 2020as of June 30, 2023 or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since December 31, 2020;June 30, 2023; (iii) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (iv) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.

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(y)(z)   No Additional Representations.   Except for the representations and warranties made by VEREITthe Company in this Article III, neither VEREITthe Company nor any other Person makes any express or implied representation or warranty with respect to VEREITthe Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and VEREITthe Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither VEREITthe Company nor any other Person makes or has made any representation or warranty to Realty Income,Parent, Merger Sub 1, Merger Sub 2 or any of their affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to VEREITthe Company or any of its Subsidiaries or their respective businesses or (ii) any oral or, except for the representations and warranties made by VEREITthe Company in this Article III, written information presented to Realty Income,Parent, Merger Sub 1, Merger Sub 2 or any of their affiliates or Representatives in the course of their due diligence investigation of VEREITthe Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
Section 3.2   Representations and Warranties of Realty IncomeParent.   Except (x) as set forth in the disclosure letter delivered to VEREITthe Company by Realty IncomeParent immediately prior to the execution of this Agreement (the “Realty IncomeParent Disclosure Letter”) (it being understood that any matter disclosed pursuant to any section or subsection of the Realty IncomeParent Disclosure Letter shall be deemed to be disclosed for all purposes of this Agreement and the Realty IncomeParent Disclosure Letter, as long as the relevance of such disclosure is reasonably apparent on the face of such disclosure) or (y) as disclosed in the Realty IncomeParent SEC Documents filed with the SEC within two (2) years prior to the date hereofsince December 31, 2020 (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of such reports or any other disclosures in such reports to the extent they are predictive, cautionary or forward-looking in nature), Realty Incomeand provided that nothing set forth or disclosed in any such Parent SEC Documents will be deemed to modify or qualify the representations and warranties set forth in Section 3.2(b) or Section 3.2(d)(ii), Parent hereby represents and warrants to VEREITthe Company as follows:
(a)   Organization, Standing and Power.
(i)   Realty IncomeParent is duly organized, validly existing and eachin good standing under the Laws of the jurisdiction of its organization, with the corporate power and authority to own and operate its business as presently conducted. Each of Parent’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with the corporate, partnership or limited liability company (as the case may be) power and authority to own and operate its business as presently conducted. Realty IncomeParent and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership and operation of its properties or the nature of its activities makes such qualification necessary, except for such failures to be so qualified as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(ii)   Section 3.2(a)(ii) of the Realty IncomeParent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Realty Income,Parent, together with the jurisdiction of organization or incorporation, as the

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case may be, of each such Subsidiary. Each Subsidiary of Realty IncomeParent and, to Realty Income’sParent’s knowledge, each joint venture of Realty Income,Parent, is in compliance in all material respects with the terms of its organizational documents.
(iii)   Except as set forth on Section 3.2(a)(iii) of the Realty IncomeParent Disclosure Letter, neither Realty IncomeParent nor any of its Subsidiaries directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Subsidiaries of Realty Income,Parent, the joint ventures of Realty IncomeParent and investments in short-term investment securities that would constitute “cash items” within the meaning of Section 856(c)(4)(A) of the Code).
(iv)   Section 3.2(a)(iv) of the Realty IncomeParent Disclosure Letter sets forth a true and complete list of each Subsidiary of Realty IncomeParent that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

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(b)   Capital Structure.
(i)   The authorized capital stock of Realty IncomeParent consists of 740,200,0001,300,000,000 shares of Realty IncomeParent Common Stock and 69,900,000 shares of preferred stock, par value $0.01 per share. The authorized capital stock of Merger Sub 1 consists of 1,000 shares of Merger Sub 1 Common Stock, par value $0.0001$0.01 per share. The authorized capital of Merger Sub 2 consists of 100% membership interests. From the date hereof until immediately prior to the Merger, all of the capital stock or other equity interests of Merger Sub 1 and Merger Sub 2 shall be owned, directly or indirectly, by Realty Income.Parent. As of the close of business on April 23, 2021,October 25, 2023, (A) (i) 373,514,747723,912,487 shares of Realty IncomeParent Common Stock were issued and outstanding (including the shares subject to Realty IncomeParent Restricted Stock Awards included in clause (iii) below), (ii) 742,46025,222,249 shares of Realty IncomeParent Common Stock were reserved for issuance pursuant to future awards under the Realty IncomeParent Management Incentive Plan, the Realty IncomeParent 2003 Stock Incentive Award Plan, and the Realty Income CorporationParent 2012 Incentive Award Plan, the Parent 2021 Incentive Award Plan and the Parent Dividend Reinvestment and Stock Purchase Plan (collectively, the “Realty IncomeParent Equity Plans”), (iii) 221,915355,097 shares of Realty IncomeParent Common Stock were subject to Realty IncomeParent Restricted Stock Awards, (iv) 674,9971,064,176 shares of Realty IncomeParent Common Stock were subject to Realty IncomeParent Performance Share Awards (assuming maximum performance for any such awards that are subject to performance-based vesting), (v) 24,85450,330 shares of Realty IncomeParent Common Stock were subject to Realty IncomeParent RSU Awards, (vi) 45,379 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Stock Options, (vii) 2,333 shares of Parent Common Stock were subject to Parent DSU Awards and (vi)(viii) no shares of Realty IncomeParent Common Stock were held by Subsidiaries of Realty IncomeParent and (B) no shares of Realty IncomeParent preferred stock were issued and outstanding. All outstanding shares of Realty IncomeParent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights.
(ii)   No Voting Debt of Realty IncomeParent or any of its Subsidiaries is issued or outstanding.
(iii)   As of the close of business on April 23, 2021,October 25, 2023, except for (A) this Agreement and the partnership agreement of Realty Income,Parent, L.P. (the “Realty IncomeParent Partnership Agreement”), (B) partnership units outstanding under the Realty IncomeParent Partnership Agreement, and (C) awards in respect of Realty IncomeParent Common Stock issued and outstanding under the Realty IncomeParent Equity Plans (“Realty IncomeParent Equity Awards”), there are no options, warrants, calls, rights, commitments or agreements of any character to which Realty Income or any Subsidiary of Realty IncomeParent is a party or by which it or any such Subsidiary is bound obligating Realty Income or any Subsidiary of Realty IncomeParent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of common stock or any Voting Debt or stock appreciation rights of Realty Income or of any Subsidiary of Realty IncomeParent or obligating Realty Income or any Subsidiary of Realty IncomeParent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the close of business on April 23, 2021,October 25, 2023, there are no outstanding contractual obligations of Realty Income or any of its SubsidiariesParent (1) other than in respect of partnership units under the Realty IncomeParent Partnership Agreement or in respect of Realty IncomeParent Equity Awards under the Realty IncomeParent Equity Plans, to repurchase, redeem or otherwise acquire any shares of common stock of Realty IncomeParent or (2) pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act.
(iv)   As of the close of business on October 25, 2023, except for (A) this Agreement and the partnership agreement of Parent, L.P. (the “Parent Partnership Agreement”), (B) partnership units outstanding under the Parent Partnership Agreement, and (C) awards in respect of Parent

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Common Stock issued and outstanding under the Parent Equity Plans (“Parent Equity Awards”), there are no options, warrants, calls, rights, commitments or agreements of any character to which any Subsidiary of Parent is a party or by which any such Subsidiary is bound obligating Parent or any Subsidiary of Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of common stock or any Voting Debt or stock appreciation rights of Parent or of any Subsidiary of Parent or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the close of business on October 25, 2023, there are no outstanding contractual obligations of any of Parent’s Subsidiaries (1) other than in respect of partnership units under the Parent Partnership Agreement or in respect of Parent Equity Awards under the Parent Equity Plans, to repurchase, redeem or otherwise acquire any shares of common stock of Parent or any of its Subsidiaries or (2) pursuant to which Realty IncomeParent or any of its Subsidiaries is or could be required to register shares of Realty IncomeParent Common Stock or other securities under the Securities Act.
(c)   Authority.
(i)   Each of Realty Income, Merger Sub 1Parent, and Merger Sub 2 has all requisite corporate power and authority to execute, deliver and perform their applicable obligations under this Agreement, and subject to the receipt of the affirmative vote of the holders of a majority of the votes of shares of Realty Income Common Stock cast to approve the Realty Income Stock Issuance (the “Realty Income Required Stockholders Vote”), to consummate the transactions contemplated hereby, as applicable. The execution and delivery of this Agreement by Realty Income, Merger Sub 1Parent and Merger Sub, 2, as applicable, and the performance by Realty Income, Merger Sub 1Parent and Merger Sub 2 of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Realty IncomeParent (in the case of Realty Income)Parent), by the Board of Directors of Merger Sub 1 and the sole stockholder of Merger Sub 1 (in the case of Merger Sub 1) and by the sole member of Merger Sub 2 (in the case of Merger Sub 2)Sub), and all other necessary corporate action on the part of Realty Income,Parent and Merger Sub, 1 and Merger

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Sub 2, other than the receipt of the Realty Income Required Stockholders Vote, and no other corporate proceedings on the part of Realty Income, Merger Sub 1Parent or Merger Sub 2 are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Realty Income, Merger Sub 1Parent and Merger Sub, 2, as applicable, and (subject to execution by the other parties thereto) constitutes a valid and binding obligation of each of Realty Income, Merger Sub 1Parent and Merger Sub, 2, as applicable, subject to execution by the other parties thereto, enforceable against Realty Income, Merger Sub 1Parent and Merger Sub, 2, as applicable, in accordance with its terms, except as enforceability is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles.
(ii)   Except as set forth on Section 3.2(c)(ii) of the Realty IncomeParent Disclosure Letter, the execution and delivery of this Agreement by Realty Income, Merger Sub 1Parent and Merger Sub 2 doesdo not, and the consummation by Realty Income, Merger Sub 1Parent and Merger Sub 2 of the transactions contemplated hereby, as applicable will not, (A) subject to the receipt of the Realty Income Required Stockholders Vote, conflict with, or result in any Violation of, any provision of the organizational documents of Realty IncomeParent or Merger Sub or (B) subject to obtaining or making the notification, filings, consents, approvals, orders,Orders, authorizations, registrations, waiting period expirations or terminations, declarations and filings referred to in paragraph (iii) below, result in any Violation of any Contract, Realty IncomeParent Benefit Plan (as defined below) or Law applicable to Realty Income, Merger Sub 1, Merger Sub 2Parent or any of theirits Subsidiaries or their respective properties or assets, which Violation under this clause (B) only would have, or would reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(iii)   Except for (A) the applicable requirements, if any, of Blue Sky Laws, (B) required filings or approvals under the Exchange Act and the Securities Act, (C) any filings or approvals required under the rules and regulations of the NYSE, (D) any required filings or authorizations, clearances, consents, approvals, or waiting period terminations or expirations under the HSR Act and foreign antitrust, competition or merger control Laws, (E) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and (F) the filing of the Partnership CertificateArticles Supplementary with, and the acceptance for record of Merger with the Delaware Secretary of StateArticles Supplementary by the SDAT pursuant to the DRULPA and the DLLCA,MGCL, no consent, approval, orderOrder or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Realty IncomeParent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Realty Income, Merger Sub 1Parent or Merger Sub 2 or the consummation by Realty Income, Merger Sub 1Parent or Merger

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Sub 2 of the transactions contemplated hereby, as applicable, the failure to make or obtain which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(d)   SEC Documents; Regulatory Reports.
(i)   Realty IncomeParent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2018,2020, together with all certifications required pursuant to the Sarbanes-Oxley Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Realty IncomeParent SEC Documents”). As of their respective dates, the Realty IncomeParent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Realty IncomeParent SEC Documents, and none of the Realty IncomeParent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Realty IncomeParent included in the Realty IncomeParent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and

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with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of Realty IncomeParent and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown.
(ii)   Realty IncomeParent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a – 15(f)13a-15(f) and 15d – 15(f)15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Realty IncomeParent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a – 15(e)13a-15(e) and 15d – 15(e)15d-15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by Realty IncomeParent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Realty Income’sParent’s management as appropriate to allow timely decisions regarding required disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Realty Income’sParent’s outside auditors and the audit committee of the Board of Directors of Realty IncomeParent (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Realty Income’sParent’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Realty Income’sParent’s internal control over financial reporting. Since December 31, 2018,2020, any material change in internal control over financial reporting required to be disclosed in any Realty IncomeParent SEC Document has been so disclosed.
(iii)   Realty IncomeParent has made available to VEREITthe Company complete and correct copies of all written correspondence between the SEC, on the one hand, and Realty Income,Parent, on the other hand, since December 31, 2018.2020.
(iv)   Neither Realty IncomeParent nor any Subsidiary of Realty IncomeParent is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among Realty IncomeParent or any Subsidiary of Realty Income,Parent, on the one hand, and any unconsolidated affiliate of Realty IncomeParent or any Subsidiary of Realty Income,Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” ​(as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is

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to avoid disclosure of any material transaction involving, or material liabilities of, Realty IncomeParent or any Subsidiary of Realty IncomeParent or any of their financial statements or other Parent SEC Documents of Realty Income.Documents.
(v)   Since December 31, 2018,2020, (A) neither Realty IncomeParent nor any of its Subsidiaries nor, to the knowledge of Realty Income,Parent, any Representative of Realty IncomeParent or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Realty IncomeParent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018,2020, including any material complaint, allegation, assertion or claim that Realty IncomeParent or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of Realty Income,Parent, no attorney representing Realty IncomeParent or any of its Subsidiaries, whether or not employed by Realty IncomeParent or any of its Subsidiaries, has reported to the Board of Directors of Realty IncomeParent or any committee thereof evidence of a material Violation of securities Laws or breach of fiduciary duty relating to periods after December 31, 2018,2020, by Realty IncomeParent or any of its officers, directors, employees or agents.
(e)   Information Supplied.   None of the information supplied or to be supplied by Realty IncomeParent for inclusion or incorporation by reference in (i) the Form S-4 or the Form 10 will, at the time the

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applicable Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement/Prospectus (as defined below) will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus and OfficeCo Distribution Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by Realty IncomeParent with respect to statements made or incorporated by reference therein based on information supplied by VEREITthe Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or OfficeCo Distribution Prospectus.
(f)   Compliance with Applicable Laws.   Realty IncomeParent and each of its Subsidiaries is in compliance with all Laws applicable to their operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect. Neither Realty IncomeParent nor any of its Subsidiaries has received any written notice since December 31, 20182020 asserting a failure, or possible failure, to comply with any such Law, the subject of which written notice has not been resolved as required thereby or otherwise to the reasonable satisfaction of the party sending the notice, except for (i) matters being contested in good faith and set forth in Section 3.2(f) of the Realty IncomeParent Disclosure Letter and (ii) such failures as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(g)   Legal Proceedings.   There is no suit, action, investigation or proceeding (whether judicial, arbitral, administrative or other) pending or, to the knowledge of Realty Income,Parent, threatened in writing, against or affecting Realty IncomeParent or any of its Subsidiaries as to which there is a significant possibility of an adverse outcome which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect, nor is there any judgment, decree, injunction or orderOrder of any Governmental Entity or arbitrator outstanding against Realty IncomeParent or any Subsidiary of Realty IncomeParent which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(h)   Taxes.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect:
(i)   Realty IncomeParent and each of its Subsidiaries have (A) duly and timely filed (or there have been timely filed on their behalf) with the appropriate taxing authority all Tax Returns required to be filed by them (after giving effect to any extensions), and such Tax Returns are true, correct and complete, (B) duly paid in full (or there has been paid on their behalf), or made adequate provision

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for, all Taxes required to be paid by them and (C) withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party;
(ii)   neither Realty IncomeParent nor any of its Subsidiaries has received a written claim or, to the knowledge of Realty Income,Parent, an unwritten claim, by any taxing authority in a jurisdiction where Realty IncomeParent or such Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction;
(iii)   there are no disputes, audits, examinations or proceedings pending (or threatened in writing), or claims asserted, for Taxes upon Realty IncomeParent or any of its Subsidiaries, and neither Realty IncomeParent nor any of its Subsidiaries is a party to any litigation or administrative proceeding relating to Taxes;

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(iv)   neither Realty IncomeParent nor any of its Subsidiaries has entered into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign income Tax Law), has requested, has received or is subject to any written ruling of a taxing authority or has entered into any written agreement with a taxing authority with respect to any Taxes;
(v)   neither Realty Income nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect;
(vi)   there are no Tax allocation or sharing agreements or similar arrangements with respect to or involving Realty Income or any of its Subsidiaries, and, after the Closing Date, neither Realty Income nor any of its Subsidiaries shall be bound by any such Tax allocation or sharing agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date (in each case, excluding customary tax indemnities included in loan agreements or commercial agreements entered into in the ordinary course of business, agreements solely between Realty Income and/or its Subsidiaries and Realty Income Tax Protection Agreements (as defined below));
(vii)   neither Realty Income nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Realty Income or a Subsidiary of Realty Income) or (B) has any liability for the Taxes of any Person (other than Realty Income or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract (excluding customary commercial contracts not primarily related to Taxes and Realty Income Tax Protection Agreements (as defined below)), or otherwise;
(viii)   Realty Income(1) Parent (A) for all taxable years commencing with its taxable year ended December 31, 1994 through its taxable year ended December 31 immediately prior to the Effective Time, has elected and has been subject to federal taxation as a REIT and has satisfied all requirements to qualify as a REIT, and has so qualified, for federal Tax purposes for such years, (B) at all times since such date, has operated in such a manner so as to qualify as a REIT for federal Tax purposes and will continue to operate (in each case, taking into account the permitted REIT Dividends under Section 5.10(b)5.9(b)) through the Effective Time in such a manner so as to so qualify for the taxable year that includes the Closing Date and (C) has not taken or omitted to take any action that could reasonably be expected to result in a challenge by the IRS or any other taxing authority to its status as a REIT, and no such challenge is pending or, to Realty Income’sParent’s knowledge, threatened. Eachthreatened and (2) each Subsidiary of Realty IncomeParent has been since the later of its acquisition or formation and continues to be treated for federal and state income Tax purposes as (A) a partnership (oror a disregarded entity)entity and not as a corporation or an association or publicly traded partnership taxable as a corporation, (B) a Qualified REIT Subsidiary, (C) a Taxable REIT Subsidiary or (D) a REIT;
(ix)   Section 3.2(h)(ix) of the Realty Income Disclosure Letter sets forth each asset of Realty Income and the Subsidiaries of Realty Income which would be subject to rules similar to Section 1374 of the Code. With respect to each such asset, Section 3.2(h)(ix) of the Realty Income Disclosure Letter sets forth (A) the amount of any gain that could be subject to Tax pursuant to such rules, based on a good faith estimate of the value of such asset at the relevant date that a determination thereof is required to be made under such rules (it being understood that the estimated value of any such asset that is a partnership interest shall be determined on a “look-through” basis by reference to the underlying assets) and (B) the date after which such gain will no longer be subject to Tax pursuant to such rules;
(x)(vi)   neither Realty IncomeParent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2);
(xi)   neither Realty Income nor any of its Subsidiaries (other than Taxable REIT Subsidiaries) currently has or, as of December 31 of any taxable year through and including the taxable year ended December 31 immediately prior to the Effective Time, has had any earnings and profits attributable to such entity or any other corporation in any non-REIT year within the meaning of Section 857 of the Code;

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(xii)(vii)   except as set forth on Section 3.2(h)(xii)(vii) of the Realty IncomeParent Disclosure Letter, (A) there are no Tax Protection Agreements to which Realty IncomeParent or any of its Subsidiaries is a party (a “Realty IncomeParent Tax Protection Agreement”) currently in force, and (B) no Person has raised, or to the knowledge of Realty IncomeParent threatened to raise, a material claim against Realty IncomeParent or any of its Subsidiaries for any breach of any Realty IncomeParent Tax Protection Agreement, and none of the transactions contemplated by this Agreement will give rise to any liability or obligation to make any payment under any Realty IncomeParent Tax Protection Agreement;
(xiii)(viii)   as of the date of this Agreement, Realty IncomeParent is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
(xiv)(ix)   Merger Sub 1 is, since its formation has been, and at the Effective Time will be, properly treated as a Qualified REIT Subsidiary; and
(xv)(x)   neither Realty IncomeParent nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” ​(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355(a) of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” ​(within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.
(i)   Material ContractsAbsence of Certain Changes.   Section 3.2(i) of the Realty Income Disclosure Letter sets forth a list of all Realty Income Material Contracts as of the date of this Agreement, true, correct and complete copies of which Realty Income has made available to VEREIT prior to the date of this Agreement. For purposes of this Agreement, “Realty Income Material Contract” means any Contract (other than Realty Income Benefit Plans (as defined below)) to which Realty Income or any of its Subsidiaries is a party to or bound that:
(i)   is required to be filed as an exhibit to Realty Income’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K under the Exchange Act;
(ii)   relates to any partnership, joint venture, co-investment or similar agreement with any third parties requiring aggregate payments afterFrom December 31, 2022 through the date hereof, by Realty Income or any of its Subsidiaries of Realty Income pursuant to any such partnership, joint venture, co-investment or similar agreement in excess of $1,000,000,000, or involving value or assets in excess of $1,000,000,000;
(iii)   contains any non-compete or exclusivity provision or otherwise limits in any material respect the ability of Realty Income or any of its Subsidiaries to engage in any line of business in any geographic area, except for any such provision that may be contained in Realty Income Leases entered into in the ordinary course of business consistent with past practice;
(iv)   involves the future disposition or acquisition of, or any merger, consolidation or similar business combination transaction involving, assets or properties withthere has not been a fair market value in excess of $1,000,000,000;
(v)   obligates Realty Income or any of its Subsidiaries to make non-discretionary expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $1,000,000,000 in any 12-month period, except for any Realty Income Lease or any ground lease pursuant to which any third party is a lessee or sublessee on any Realty Income Property (as defined below); or
(vi)   evidences a capitalized lease obligation or other Indebtedness to any Person, or any guaranty thereof, in excess of $1,000,000,000, other than any Contract in respect of a ground lease or office leases or obligations thereunder.
Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect each of the Realty Income Material Contracts is a legal, valid, and binding obligation of Realty Income or the Subsidiary of Realty Income that is a party thereto, and, to Realty Income’s knowledge, the other parties thereto, enforceable against Realty Income and its Subsidiaries and, tocontinuing.
 
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Realty Income’s knowledge, the other parties thereto in accordance with its terms, except as such enforceability is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles. None of Realty Income or any of its Subsidiaries is, and to Realty Income’s knowledge no other party is, in breach, default or Violation (and no event has occurred or not occurred through Realty Income’s or any Subsidiary of Realty Income’s action or inaction or, to Realty Income’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or Violation) of any term, condition or provision of any Realty Income Material Contract to which Realty Income or any Subsidiary of Realty Income is now a party, or by which any of them or their respective properties or assets may be bound, except for such breaches, defaults or Violations as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect.
(j)Benefit Plans.
(i)   Section 3.2(j)(i) of the Realty Income Disclosure Letter contains a true, complete and correct list of each material Benefit Plan sponsored, maintained or contributed to by Realty Income or any of its Subsidiaries, or which Realty Income or any of its Subsidiaries is obligated to sponsor, maintain or contribute to, other than any plan or program maintained by a Governmental Entity to which Realty Income or its Subsidiaries contribute pursuant to applicable Law (the “Realty Income Benefit Plans”). Except as set forth on Section 3.2(j)(i) of the Realty Income Disclosure Letter, no Realty Income Benefit Plan is established or maintained outside of the United States or for the benefit of current or former employees, directors or individual independent contractors of Realty Income or any of its Subsidiaries residing outside of the United States.
(ii)   Realty Income has delivered or made available to VEREIT a true, correct and complete copy of each Realty Income Benefit Plan and, with respect thereto, if applicable, (A) all amendments, trust (or other funding vehicle) agreements, summary plan descriptions and insurance Contracts, (B) the most recent annual report (Form 5500 series including, where applicable, all schedules and actuarial and accountants’ reports) filed with the IRS and the most recent actuarial report or other financial statement relating to such Realty Income Benefit Plan, (C) the most recent determination or opinion letter from the IRS for such Realty Income Benefit Plan and (D) any notice to or from the IRS or any office or Representative of the Department of Labor relating to any unresolved compliance issues in respect of such Realty Income Benefit Plan.
(iii)   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, (A) each Realty Income Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including, but not limited to, ERISA and the Code and in each case the regulations promulgated thereunder, (B) each Realty Income Benefit Plan intended to be “qualified” under Section 401(a) of the Code has received a favorable determination or opinion letter as to its qualification from the IRS or is entitled to rely on an advisory or opinion letter as to its qualification issued with respect to an IRS approved master and prototype or volume submitter plan, and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan, (C) neither Realty Income nor its Subsidiaries has engaged in a transaction that has resulted in, or could result in, the assessment of a civil penalty upon Realty Income or any of its Subsidiaries pursuant to Section 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code that has not been satisfied in full, (D) there does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability of Realty Income or any of its Subsidiaries, (E) all payments required to be made by or with respect to each Realty Income Benefit Plan (including all contributions, insurance premiums or intercompany charges) with respect to all prior periods have been timely made or paid by Realty Income or its Subsidiaries in accordance with the provisions of each of the Realty Income Benefit Plans and applicable Law and (F) there are no pending or, to Realty Income’s knowledge, threatened claims by or on behalf of any Realty Income Benefit Plan, by any employee or beneficiary covered under any Realty Income Benefit Plan or otherwise involving any Realty Income Benefit Plan (other than routine claims for benefits).

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(iv)   None of Realty Income, any of its Subsidiaries or any other entity (whether or not incorporated) that, together with Realty Income or a Subsidiary of Realty Income, would be treated as a single employer under Section 414 of the Code or Section 4001(b) of ERISA, maintains, contributes to, or participates in, or has ever during the past six (6) years maintained, contributed to, or participated in, or otherwise has any obligation or liability with respect to: (A) a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (B) a “multiple employer welfare arrangement” ​(as defined in Section 3(40) of ERISA), a “multiple employer plan” ​(as defined in Section 413(c) of the Code) or a “multiemployer plan” ​(as defined in Section 3(37) of ERISA), or (C) any plan or arrangement which provides for retiree medical or welfare benefits, except as required by applicable Law.
(v)   Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance, unemployment compensation, “excess parachute payment” ​(within the meaning of Section 280G of the Code), forgiveness of Indebtedness or otherwise) becoming due to any current or former director, employee or other service provider of Realty Income or its Subsidiaries under any Realty Income Benefit Plan or otherwise, (B) increase any benefits otherwise payable or trigger any other obligation under any Realty Income Benefit Plan, (C) result in any acceleration of the time of payment, funding or vesting of any such benefits or (D) result in any limitation on the right of Realty Income or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Realty Income Benefit Plan or related trust. No Realty Income Benefit Plan provides for, and neither Realty Income nor any of its Subsidiaries is otherwise obligated to provide, the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code.
(k)   Employment and Labor Matters.   
(i)   (A) Except in accordance with applicable Law, neither Realty Income nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of Realty Income or any of its Subsidiaries (“Realty Income Employees”), (B) there are no strikes or lockouts with respect to any Realty Income Employees pending or, to Realty Income’s knowledge, threatened, (C) to the knowledge of Realty Income, there is no union organizing effort pending or threatened against Realty Income or any of its Subsidiaries, (D) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Realty Income, threatened with respect to Realty Income Employees and (E) there is no slowdown or work stoppage in effect or, to the knowledge of Realty Income, threatened with respect to Realty Income Employees, nor, has Realty Income or any of its Subsidiaries experienced any events described in clauses (B), (D) and (E) hereof within the past three (3) years, except, in each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect.
(ii)   Except for such matters as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, Realty Income and its Subsidiaries are, and have been, in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) unfair labor practices and (D) occupational safety and health and immigration.
(l)   Absence of Certain Changes.   Since December 31, 2020, (i) Realty Income and its Subsidiaries have conducted their respective businesses in the ordinary course in all material respects, except in response Covid-19 and the Covid-19 Measures and (ii) there has not been a Realty Income Material Adverse Effect that is continuing.
(m)   Board Approval.   The Board of Directors of Realty Income,Parent, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held, has (i) approved this Agreement, and declared this Agreement, and the transactions contemplated hereby, including the Mergers,Merger, and the issuance of Realty IncomeParent Common Stock and Parent Series A Preferred Stock in connection with the MergersMerger (the “Realty IncomeParent Stock Issuance”) on the terms set forth herein, to be advisable and in the best interests of Realty

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IncomeParent and its stockholders, (ii) uponauthorized the termsclassification and subject todesignation of the conditionsParent Series A Preferred Stock and approved the filing of this Agreement, resolved to recommend that the stockholders of Realty Income approveArticles Supplementary with the Realty Income Stock Issuance, and direct that such matters be submitted for consideration by Realty Income stockholders at the Realty Income Stockholders Meeting (as defined below),SDAT and (iii) taken all appropriate and necessary actions to render any and all limitations on ownership of shares of Realty IncomeParent Common Stock, as set forth in the organizational documents of Realty Income,Parent, inapplicable to the Merger and the other transactions contemplated by this Agreement. The Board of Directors of Merger Sub, 1, by unanimous written consent has approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Mergers,Merger, to be advisable and in the best interests of Merger Sub 1 and its sole stockholder upon the terms and subject to the conditions of this Agreement. The sole member of Merger Sub 2 has (i) determined this Agreement and the transactions contemplated hereby, including the Mergers, to be advisable and in the best interests of Merger Sub 2 and its sole member and (ii) approved and adopted this Agreement and the transactions contemplated hereby.
(n)(k)   Takeover Statute.   Each of Realty Income, Merger Sub 1Parent and Merger Sub 2 has taken such actions and votes as are necessary on its part to render the provisions of any Takeover Statute inapplicable to this Agreement, the MergersMerger and the other transactions contemplated by this Agreement.
(o)(l)   Vote Required.   The Realty Income Required Stockholders Vote is the onlyNo vote of the holders of any class or series of capital stock of Realty IncomeParent is necessary to approve and adopt this Agreement,the Merger and the other transactions contemplated hereby (including the Mergers).by this Agreement.
(p)(m)   Properties.
(i)   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect, as of the date hereof, (A) Realty Income has delivered to or made available to VEREIT a true and complete copy in all material respects of each Realty Income Lease under which annual rents payable exceed $10,000,000 (each, a “Material Realty Income Lease”), (B) to the knowledge of Realty Income, as of the date hereof, each Material Realty Income Lease is in full force and effect, and neither Realty Income nor any of its Subsidiaries nor, to the knowledge of Realty Income, any other party to a Material Realty Income Lease, is in default beyond any applicable notice and cure period under any Material Realty Income Lease, which default is in effect on the date of this Agreement, and (C) neither Realty Income nor any of its Subsidiaries has, prior to the date hereof, received from any counterparty under any Material Realty Income Lease a notice from the tenant of any intention to vacate prior to the end of the term of such Material Realty Income Lease. Except as set forth in Section 3.2(p)(i) of the Realty Income Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, (1) no tenant under any Material Realty Income Lease is currently asserting in writing a right to cancel or terminate such Material Realty Income Lease prior to the end of the current term, and (2) none of Realty Income or any Realty Income Subsidiary has received notice of any insolvency or bankruptcy proceeding (or threatened proceeding) involving any tenant under any Material Realty Income Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material and adverse to Realty Income and its Subsidiaries, taken as a whole.
(ii)   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, Realty Income,Parent or a Subsidiary of Realty Income, or a joint venture of Realty Income or any of its Subsidiaries,Parent owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of Realty IncomeParent included in the Realty IncomeParent SEC Documents (each, a “Realty IncomeParent Property” and collectively, the “Realty IncomeParent Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.2(p)(ii)3.2(m)(i) of the Realty IncomeParent Disclosure Letter or the Parent SEC Documents, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Realty IncomeParent Property, (E) real estate Taxes and special assessments not

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yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect, none of Realty Income,Parent nor any Subsidiary of Realty IncomeParent has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Realty Income,Parent, threatened, with respect to any material portion of any of the Realty IncomeParent Properties. Except for the owners of the properties in which Realty IncomeParent or any Subsidiary of Realty IncomeParent has a leasehold interest and except for any Realty IncomeParent Property that is held by a joint venture or fund, no Person other than Realty IncomeParent or a Subsidiary of Realty IncomeParent has any ownership interest in any of the Realty IncomeParent Properties (other than immaterial easements, licenses or similar rights).
(iii)   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, policies of title insurance or updates or endorsements have been issued, insuring Realty Income’s or the applicable Subsidiary of Realty Income’s fee simple title to each of the Realty Income Properties owned by Realty Income in amounts at least equal to the purchase price paid for ownership of such Realty Income Property or such entity that owned such Realty Income Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved.
(iv)   Realty Income or any Subsidiary of Realty Income (A) have not received written notice of any structural defects, or Violation of Law, relating to any Realty Income Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect and (B) have not received written notice of any physical damage to any Realty Income Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue.
(v)   Except for secured loan documents entered into in the ordinary course of business or as otherwise set forth on Section 3.2(p)(v) of the Realty Income Disclosure Letter, there are no written agreements which restrict Realty Income or any Subsidiary of Realty Income from transferring any of the Realty Income Properties, and none of the Realty Income Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal, tenant options or other similar preemptive rights) or on the financing or release of financing thereon, except, in each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect.
(vi)   Realty Income(ii)   Parent and the Subsidiaries of Realty IncomeParent have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of Realty IncomeParent included in the Realty IncomeParent SEC Documents (except as has since been sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(q)(n)   Environmental Matters.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect:
Effect (i) (A) Realty Income,Parent, each Subsidiary of Realty IncomeParent and each of the Realty IncomeParent Properties is in compliance and, except for matters that have been fully and finally resolved,

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has complied with all applicable Environmental Laws; (B)(ii) there is no litigation, investigation, request for information or other claim or proceeding pending or, to the knowledge of Realty Income,Parent, threatened against Realty IncomeParent or any Subsidiary of Realty IncomeParent under any applicable Environmental Laws or with respect to Hazardous Materials; (C) Realty Income(iii) Parent holds all of the Permits required under applicable Environmental Laws for its current operations and is in compliance with the terms of any such PermitsPermits; and (D) Realty Income(iv) Parent has not received any written notice of Violation or actual or potential liability under any applicable Environmental Laws or with respect to Hazardous

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Materials that remains unresolved, or that any judicial, administrative or compliance orderOrder or claim has been issued against Realty IncomeParent or any Subsidiary of Realty IncomeParent which remains unresolved;
(ii)   to the knowledge of Realty Income, neither Realty Income nor any Subsidiary of Realty Income has used, generated, stored, treated or handled any Hazardous Materials on the Realty Income Properties in a manner that would reasonably be expected to result in liability under any Environmental Law, and there are currently no underground storage tanks, active or abandoned, used now or in the past for the storage of Hazardous Materials on, in or under any Realty Income Properties in Violation of applicable Environmental Laws. To the knowledge of Realty Income, neither Realty Income nor any Subsidiary of Realty Income nor any other Person has caused a release of or arranged for the disposal or treatment of Hazardous Materials at any site that would reasonably be expected to result in liability or remediation obligations to Realty Income or any Realty Income Subsidiary under any Environmental Law; and
(iii)   to the knowledge of Realty Income, all Hazardous Material which has been removed from any Realty Income Properties was handled, transported and disposed of at the time of removal in compliance with applicable Environmental Laws.unresolved.
(r)   Intellectual Property.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, (i) Realty Income and its Subsidiaries own or have a valid license to use all trademarks, service marks, trade names, copyrights and patents (including any registrations or applications for registration of any of the foregoing) (collectively, the “Realty Income Intellectual Property”) necessary to carry on their business substantially as currently conducted, (ii) neither Realty Income nor any such Subsidiary has received any notice of infringement of or conflict with, and to Realty Income’s knowledge, there are no infringements of or conflicts with, the rights of others with respect to the use of any Realty Income Intellectual Property and (iii) to Realty Income’s knowledge, no Person is infringing on or violating any rights of the Realty Income Intellectual Property.
(s)   Permits.   Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, (i) the Permits held by Realty Income and its Subsidiaries are valid and sufficient in all respects for all business presently conducted by Realty Income and its Subsidiaries and for the operation of the properties of Realty Income and its Subsidiaries, (ii) all applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Entities and (iii) neither Realty Income nor any of its Subsidiaries has received any claim or notice indicating that Realty Income or any of its Subsidiaries is currently not in compliance with the terms of any such Permits, and to Realty Income’s knowledge no such noncompliance exists.
(t)   Insurance.   Realty Income and its Subsidiaries have obtained and maintained in full force and effect insurance in such amounts, on such terms and covering such risks as Realty Income’s management believes is reasonable and customary for its business. Realty Income or the applicable Subsidiary of Realty Income has paid, or caused to be paid, all premiums due under such policies and is not in default with respect to any obligations under such policies, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material and adverse to Realty Income and its Subsidiaries, taken as a whole. All such policies are valid, outstanding and enforceable and neither Realty Income nor any of its Subsidiaries has agreed to modify or cancel any of such insurance policies nor has Realty Income or any of its Subsidiaries received any notice of any actual or threatened modification or cancellation of such insurance other than in the ordinary course of business consistent with past practice or such as is normal and customary in Realty Income’s industry.
(u)(o)   Investment Company Act of 1940.   Neither Realty IncomeParent nor any Subsidiary of Realty IncomeParent is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act of 1940, as amended.
(v)(p)   Activities of Merger Sub 1 and Merger Sub 2.   Merger Sub 1 was formed on April 23, 2021, and Merger Sub 2 was formed on April 23, 2021, in each caseOctober 26, 2023 solely for the purpose of engaging in the

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transactions contemplated by this Agreement. Merger Sub 1 and Merger Sub 2 havehas engaged in no other business activities, havehas no liabilities or obligations and havehas conducted theirits operations only as contemplated hereby.
(w)(q)   Brokers or Finders.   Neither Realty IncomeParent nor any of its Subsidiaries has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the Merger or the other transactions contemplated by this Agreement (including the OfficeCo Distribution), except that Realty IncomeParent has engaged Moelis & CompanyWells Fargo Securities, LLC (“Wells Fargo”) as its financial advisor and will owe fees, compensation and indemnification to MoelisWells Fargo in connection therewith.
(x)   Opinion of Realty Income Financial Advisor.   The Board of Directors of Realty Income has received the opinion of Moelis & Company LLC, financial advisor to Realty Income, to the effect that, as of the date thereof and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio is fair from a financial point of view to Realty Income.
(y)(r)   No Undisclosed Material Liabilities.   There are no liabilities or obligations of Realty IncomeParent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in Realty Income’sParent’s most recent balance sheet for the year ended December 31, 20202022 or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since December 31, 2020;2022; (iii) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (iv) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(z)(s)   No Additional Representations.   Except for the representations and warranties made by Realty IncomeParent in this Article III, neither Realty IncomeParent nor any other Person makes any express or implied representation or warranty with respect to Realty IncomeParent or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and Realty IncomeParent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Realty IncomeParent nor any other Person makes or has made any representation or warranty to VEREIT, VEREIT OPthe Company or any of theirits affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Realty IncomeParent or any of its Subsidiaries or their respective businesses, or (ii) any oral or, except for the representations and warranties made by VEREITthe Company in this Article III, written information presented to VEREIT, VEREIT OPthe Company or any of theirits affiliates or Representatives in the course of their due diligence investigation of Realty IncomeParent or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS
Section 4.1   Covenants of VEREITthe Company.
(a)   From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) to the extent required in order to effect the Separation or the OfficeCo Distribution on the terms and conditions set forth herein, (iii) as set forth in Section 4.1(a) of the VEREITCompany Disclosure Letter, (iv)(iii) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization

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applicable to VEREIT or any of its Subsidiaries, (v) to the extent action is reasonably taken (or reasonably omitted) in response to Covid-19 or Covid-19 Measures that are reasonably necessary to protect the health and safety of VEREIT’s or its Subsidiaries’ employees and other individuals having business dealings with or relating to VEREITCompany or any of its Subsidiaries, or to respond to third-party supply, customer, service or other business disruptions caused by Covid-19 or any Covid-19 Measures, or (vi)(iv) with Realty Income’sParent’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), VEREITthe Company agrees as to itself and its Subsidiaries that such entities shall use commercially reasonable efforts to (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets

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and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside of VEREITthe Company and its Subsidiaries’ reasonable control excepted), (3) preserve VEREIT’sthe Company’s business organization intact, and to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, (4) maintain all insurance policies in all material respects and (5) maintain the status of VEREITthe Company as a REIT.
(b)   VEREITThe Company agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (1)(i) as expressly contemplated or permitted by this Agreement, (2) to the extent required to effect the Separation or the OfficeCo Distribution in accordance with the terms set forth on Exhibit A, (3)(ii) as set forth in Section 4.1(b) of the VEREITCompany Disclosure Letter, (4)(iii) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to VEREITthe Company or any of its Subsidiaries, or (5)(iv) with Realty Income’sParent’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), such entities shall not:
(i)   enter into any new material line of business or create any new Significant Subsidiaries;Subsidiaries, other than the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by Section 4.1(b);
(ii)   except (A) as permitted by Section 5.105.9, (B) for payment of any accrued dividends, dividend equivalents or other distributions pursuant to any VEREITCompany Equity Awards in accordance with the terms thereof as in effect on the date of this Agreement (or in the case of VEREITCompany Equity Awards issued in accordance with this Agreement following the date hereof, in accordance with the terms thereof), (C) for dividends by a Subsidiary of VEREITthe Company to VEREITthe Company or a Subsidiary of VEREIT,the Company, (D) for the declaration and payment by VEREITthe Company of dividends required pursuant to the terms of the VEREITCompany Series FA Preferred Stock and (E) for the declaration and payment by VEREIT OPthe Company Partnership of distributions required pursuant to the terms of the VEREITCompany Partnership Series F Preferred Units,, declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock, partnership interests, or other equity interests;
(iii)   (A) split, combine, subdivide or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (B) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than (1) repurchases, redemptions or exchanges of VEREIT Partnership Units required pursuant to the VEREIT Partnership Agreement, (2) acquisitions of shares of VEREITCompany Common Stock tendered by holders of, or otherwise deliverable pursuant to, VEREITCompany Equity Awards in accordance with the terms thereof as in effect on the date of this Agreement (or, in the case of VEREITCompany Equity Awards issued in accordance with this Agreement following the date hereof, in accordance with the terms thereof) in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto or (3)(2) as required by Section 4.07Article VI of the VEREIT Charter;Company’s charter;
(iv)   except for (A) issuances of shares of VEREITCompany Common Stock upon the exercise or settlement of VEREITCompany Equity Awards in accordance with the terms thereof as in effect on the date of this Agreement (or, in the case of VEREITCompany Equity Awards issued in accordance with this Agreement following the date hereof, in accordance with the terms thereof), (B) repurchases, redemptions or exchanges of VEREIT Partnership Units for VEREIT Common Stock required by the VEREIT Partnership Agreement, or (C)(B) issuances by a Subsidiary of its capital stock to its parent or to another wholly owned Subsidiary of VEREIT,the Company, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of VEREIT’sthe Company’s capital stock or that of a Subsidiary of VEREIT,the Company, any Voting Debt, any stock appreciation rights, stock options, restricted shares or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the VEREITCompany Equity PlansPlan or otherwise) or any securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or Voting Debt, or enter into any agreement with respect to any of the foregoing;
(v)   amend or propose to amend the organizational documents of VEREIT or VEREIT OP or their respective Subsidiaries, or enter into, or, except as permitted by Section 4.1(b)(vi) or
 
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(v)   amend or propose to amend the organizational documents of the Company or its Subsidiaries, in each case except for ministerial amendments;
(vi)   enter into, or, except as permitted by Section 4.1(b)(vii) or Section 4.1(b)(viii), permit any Subsidiary to enter into, a plan of consolidation, merger or reorganization with any personPerson other than a wholly owned Subsidiary of VEREIT;the Company;
(vi)(vii)   other than acquisitions of real property for cash (including entering into construction, development and disbursement agreements related to) (“Acquisitions”) (A)pursuant to the terms of letters of intent or Contracts, in each case, in effect as of the ordinary coursedate hereof and set forth on Section 4.1(b)(vii) of the Company Disclosure Letter, copies of which have been provided to Parent prior to the date hereof, in each case, that would not reasonably be expected to materially delay, impede or affect the consummation of the transactions contemplated by this Agreement in the manner contemplated hereby and for which the fair market valuewould not create a non de minimis Change of the total consideration paid by VEREITControl Cost and its Subsidiaries in such Acquisitions does not exceed, in the case of an Acquisition of a retail property with a single tenant, $15,000,000 individually, in the case of an Acquisition of an industrial property with a single tenant, $25,000,000, in the case of an Acquisition involving a sale-leaseback transaction or a portfolio transaction, $60,000,000 million individually (unless any individual properties contained in such portfolio transaction otherwise exceed any of such thresholds described above) (provided that, in each case, (1) VEREIT has provided Realty Income a copythe Company provides Parent with weekly updates of its weekly acquisition pipeline report, in advance to Realty Income, (2) prior to entering into any commitment with respect to any such Acquisition, VEREITthe Company reasonably consults with Realty IncomeParent regarding such Acquisition, and (3) no such Acquisitions shall be office properties), and (B) as set forth on Section 4.1(b)(vi) of the VEREIT Disclosure Letter; provided that, such Acquisitions under clause (A) and (B), in the aggregate, shall not exceed $350,000,000 in any given calendar quarter, and shall not exceed $1,000,000,000 in any given calendar year (in each case, less the total acquisition volume for such period prior to the date of this Agreement), acquire, whether directly or indirectly, including by purchasing, merging or consolidating with, by purchasing a substantial equity interest in or a substantial portion of the assets of, by forming a partnership or joint venture with, or by any other manner, any real property, any personal property, any business or any corporation, partnership, association or other business organization or division thereof; provided, however, that the foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing Subsidiaries that would not present a material risk of any material delay in the consummation of the Merger, or (y) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement;
(vii)(viii)   other than (A) internal reorganizations or consolidations involving existing Subsidiaries that would not present a material risk of any material delay in the consummation of the Mergers, the SeparationMerger or the OfficeCo Distribution, (B) the dispositions set forth on Section 4.1(b)(vii)(viii) of the VEREITCompany Disclosure Letter, or (C) as permitted by Section 5.15, sell, assign, encumber or otherwise dispose of any real property, or any of its other, material assets (including capital stock of its Subsidiaries and Indebtedness of others held by VEREITthe Company and its Subsidiaries);
(viii)(ix)   incur, create or assume, refinance, replace or prepay any Indebtedness (or modify any of the material terms of any outstanding Indebtedness), guarantee any Indebtedness of any Person or issue or sell any warrants or rights to acquire any Indebtedness of VEREITthe Company or any of its Subsidiaries, other than (A) Indebtedness of any wholly owned Subsidiary of VEREITthe Company to VEREITthe Company or to another wholly owned Subsidiary of VEREIT,the Company, (B) Indebtedness of any Subsidiary of VEREITthe Company to or among one of its wholly owned Subsidiaries, (C) anyas required pursuant to Section 5.17, and (D) borrowings under VEREIT’sthe Company’s existing revolving credit facility in an amount not to exceed $360,000,000 outstanding;facility;
(ix)(x)   except as disclosed in any VEREITthe Company SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y) change its methods of accounting in effect as of December 31, 2020,2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization;
(x)(xi)   adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization;provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the Mergers, the Separation or the OfficeCo Distribution;
(xi)(xii)   other than (A) any action permitted under clauses (A) through (C) of Section 4.1(b)(viii), under Section 4.1(b)(xviii) or under Section 4.1(b)(xix), (B) any termination, modification or renewal in accordance with the terms of any existing VEREITCompany Material Contract (other than any Company Lease, which shall be subject to Section 4.1(b)(xx)) that occurs automatically

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without any action by VEREIT, VEREIT OPthe Company, or any of theirits Subsidiaries (C) in connection with any Tenant Improvements at any of the VEREIT Properties, but solely to the extent required pursuant to the terms of the applicable VEREIT Lease, including any new lease or amendment thereto pursuant to (Section 4.1(b)(xix)provided below, or (D) as may be reasonably necessary to comply with the terms of this Agreement (provided,, that with respect to clauses (A) through (C) of this Section 4.1(b)(xi) no such actions may cause a Contract to include a change of control or similar provision that would require a material payment to or would give rise to any material rights (including termination rights) of the other party or parties thereto as a result of the consummation of the MergersMerger or the other transactions contemplated by this Agreement or that would reasonably be expected to require a material payment to or would give rise to any material rights (including termination rights) of the other party or parties if a change of control of Realty IncomeParent were to occur immediately following consummation of the Merger (a “Change of Control

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Cost”)), terminate, cancel, renew or request or agree to any material amendment or material modification to, material change in, or material waiver under or assignment of, any VEREITCompany Material Contract or enter into or materially amend any Contract that, if existing on the date of this Agreement, would be a VEREITCompany Material Contract, or enter into any Contract that would create a Change of Control Cost or amend or modify any existing Contract so as to create a Change of Control Cost;
(xii)(xiii)   waive the excess share provisions of, or otherwise grant or increase an exception to or waiver of any ownership limits set forth in, the organizational documents of VEREITthe Company or any of its Subsidiaries for any Person;
(xiii)(xiv)   take any action, or fail to take any action, which would reasonably be expected to cause VEREIT(A) the Company to fail to qualify as a REIT or (B) any of its Subsidiaries to cease to be treated (1) as a partnership or disregarded entity for federal income tax purposes or (2) as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be;
(xiv)(xv)   make or commit to make any capital expenditures in excess of the 2021applicable category set forth in the capital expenditure budget set forth on Section 4.1(b)(xiv)(xv) of the VEREITCompany Disclosure Letter (less(with respect to budgeted amounts for the fiscal year ended December 31, 2023, less any capital expenditures incurred by VEREITthe Company or its Subsidiaries from January 1, 20212023 to the date of this Agreement);
(xv)(xvi)   take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
(xvi)(xvii)   enter into any Tax Protection Agreement, make, change or rescind any material Tax election or change a material method of Tax accounting, amend any material Tax Return, settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment for an amount materially in excess of amounts reserved therefor on the financial statements of VEREIT,the Company, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund, except in each case, (x) in the ordinary course of business consistent with past practice, (y) as required by law, or (z)(y) provided the Company provides notice to Parent before taking such action, as necessary (i) to preserve the status of VEREITthe Company as a REIT under the Code, or (ii) to qualify or preserve the status of any Subsidiary of VEREITthe Company as a partnership or disregarded entity for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be;
(xvii)(xviii)   other than with respect to claims of or receivables owed to VEREITthe Company or its Subsidiaries which arise in the ordinary course of business, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, involve only the payment of monetary damages (excluding any portion of such payment payable under an existing property-level insurance policy) (x) equal to or lesser than the amounts specifically reserved with respect thereto on the most recent balance sheet of VEREITthe Company and its consolidated Subsidiaries included in the VEREITCompany SEC Documents or (y) that do not exceed $4,000,000$2,000,000 individually or $10,000,000$5,000,000 in the aggregate, (B) do not involve the imposition of injunctive relief against VEREITthe Company or any of its Subsidiaries or the

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Surviving Corporation following the Effective Time, and (C) do not provide for any admission of material liability by VEREITthe Company or any of its Subsidiaries, excluding in each case any matter relating to Taxes (which, for the avoidance of doubt, shall be governed by Section 4.1(b)(xvi)(xvii));
(xviii)(xix)   except as required by the terms of any VEREITCompany Benefit Plan as in effect on the date hereof, (A) materially increase the compensation, bonus or pension, welfare, severance or other benefits payable or provided to, or pay any bonus to, or grant any new cash- or equity-based awards (including VEREITCompany Equity Awards) or long-term cash awards to, any current or former directors, employees or other service providers of VEREITthe Company or any of its Subsidiaries (except for

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increases in base salary or hourly wage rate to an employee below the vice president level in the ordinary course of business consistent with past practice not to exceed three percent (3%) of such employee’s base salary or hourly wage rate), (B) grant or provide any change of control, severance or retention payments or benefits to any current or former director, employee or other service provider of VEREITthe Company or any of its Subsidiaries, (C) establish, adopt, enter into or amend any VEREITCompany Benefit Plan or any other plan, policy, program, agreement or arrangement that would be a VEREITCompany Benefit Plan if in effect on the date hereof, other than immaterial amendments that do not result in an increase in cost to VEREITthe Company or its affiliates of maintaining such VEREITCompany Benefit Plan or other plan, trust, fund, policy or arrangement that would be a VEREITCompany Benefit Plan if in effect on the date hereof, (D) enter into or amend any collective bargaining agreement or similar agreement, (E) hire any new employee of VEREITthe Company or its Subsidiaries equal to or greaterother than employees below the Vice Presidentvice president level or whose annual total annual compensation opportunity exceeds $250,000, other thanhired to replace employees who terminate employment following the date of this Agreement, whose annual total annual compensation opportunity does not exceed $250,000, (F) promote or terminate the employment (other than for cause) of any employee of VEREITthe Company or its Subsidiaries at the vice president level of Vice President or above and whose annual total annual compensation opportunity is equal to or exceeds $250,000 (in the case of promotion, whether before or after such promotion), or (G) take any action to accelerate the vesting or payment, or fund or in any way secure the payment, of compensation or benefits under any VEREITCompany Benefit Plan or other plan, trust, fund, policy or arrangement that would be a VEREITCompany Benefit Plan if in effect on the date hereof;
(xix)(xx)   enter into, renew, terminate, or amend, waive, release or compromise in any material respects or assign any material rights or claims under or, other than as set forth on Section 4.1(xix) of the VEREIT Disclosure Letter, enter into any material rent abatement or rent deferral arrangements with respect to, any VEREITCompany Lease (or any lease for real property that, if existing as of the date hereof, would be a VEREITCompany Lease) except for (i) automatic renewals, automatic expirations or third-party terminations of Company Leases in accordance with their terms over which the Company does not have discretionary authority, or (2) entering into any new lease pursuant to the terms of an existing letter of intent or renewing or modifyingContract in any material respect any VEREIT Lease, in each case, ineffect as of the ordinary coursedate hereof listed on Section 4.1(b)(xx) of business consistent with past practice on market terms;the Company Disclosure Letter, copies of which have been provided to Parent prior to the date hereof; provided that (A) no such new lease shall contain any non de minimisChange of Control Costs, (B) the Company provides Parent with weekly updates of its leasing activities, and (B) VEREIT shall, within fifteen (15) Business Days of(C) the end of each calendar month, provide notice to Realty Income of such new, renewed or materially modified leases and shall provide Realty IncomeCompany reasonably consults with an overview of VEREIT’s pendingParent regarding its leasing activity;
(xx)(xxi)   form any new funds, non-traded real estate investment trusts, joint ventures or other pooled investment vehicles, or similar investment structure;
(xxi)(xxii)   amend or modify the compensation terms or any other material obligations of VEREITthe Company contained in the engagement letterletters with J.P. Morgan or Morgan Stanley in a manner adverse to VEREITthe Company or any of VEREIT’sthe Company’s Subsidiaries or engage other financial advisers in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall not restrict VEREITthe Company from obtaining a new fairness opinion from each of J.P. Morgan or Morgan Stanley in connection with any Superior Proposal;Proposal or amendment thereto;
(xxii)(xxiii)   effect any deed in lieu of foreclosure, or sell, lease, assign, encumber or transfer to a lender any property securing Indebtedness owed to such lender; or
(xxiii)(xxiv)   agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 4.1.
(c)   Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit VEREITthe Company from taking any action at any time or from time to time, that in the reasonable judgment of the Board of Directors of VEREIT,the Company, upon advice of counsel to VEREIT,the Company, is reasonably necessary for VEREITthe Company to avoid incurring entity level income or excise Taxes under the Code

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or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to stockholders of VEREIT or holders of VEREIT Partnership Unitsthe Company in accordance with this Agreement or otherwise or to qualify or preserve the status of any VEREIT Subsidiary of the Company as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT,

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under the applicable provisions of Section 856 of the Code, as the case may be.be, provided the Company provides notice to Parent before taking such action.
(d)   VEREITThe Company shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(c)6.2(d) and Section 6.3(d) 6.3(e), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(c)6.2(d) and Section 6.3(d) 6.3(e) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to VEREITCompany REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of VEREIT and VEREIT OPthe Company and in form and substance reasonably satisfactory to VEREITCompany REIT Counsel and Realty IncomeParent (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Realty IncomeParent and Company REIT Counsel prior to the date of this Agreement, if any, is and will be in form and substance reasonably satisfactory to Realty IncomeParent and Company REIT Counsel subject to reasonable changes to take into account any changes in fact or law), containing representations of VEREIT and VEREIT OPthe Company reasonably necessary or appropriate to enable VEREITCompany REIT Counsel to render the tax opinion described in Section 6.3(d)6.3(e) and any similar opinions described in Section 4.1(d)(ii), and (iv) deliver to VEREITthe Company Merger Counsel and Realty IncomeParent Merger Counsel a tax representation letter substantially in form and substance set forth in Section 4.1(d) of the VEREIT Disclosure Letter, with such changes as are mutually agreeablereasonably satisfactory to VEREIT, Realty Income, VEREITCompany Merger Counsel and Realty IncomeParent Merger Counsel, (such agreement not to be unreasonably withheld, conditioned or delayed) and such changes reasonably acceptable to VEREIT Merger Counsel and Realty Income Merger Counsel as may be necessary or appropriate to reflect the terms of the Separation, the OfficeCo Distribution, any OfficeCo Sale and any changes in the facts or the structure of the transaction after the date hereof, containing representations of VEREITthe Company reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(c)6.2(d) and Section 6.3(c)6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii).
(e)   Notwithstanding anything to the contrary set forth in this Agreement, (i) nothing contained in this Agreement shall give Realty Income,Parent, directly or indirectly, the right to control or direct VEREIT’sthe Company’s or VEREIT’sthe Company’s Subsidiaries’ operations prior to the Closing, (ii) prior to the Closing, VEREITthe Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Realty IncomeParent shall be required with respect to any matter set forth in this Section 4.1 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable law.
Section 4.2   Covenants of Realty IncomeParent.
(a)   From and after the date hereof until the earlier of the Partnership Merger Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) to the extent required in order to effect the Separation and the OfficeCo Distribution on the terms and conditions set forth herein, (iii) as set forth in Section 4.2(a) of the Realty IncomeParent Disclosure Letter, (iv)(iii) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Realty Income or any of its Subsidiaries, (v) to the extent action is reasonably taken (or reasonably omitted) in response to Covid-19 or Covid-19 Measures that are reasonably necessary to protect the health and safety of VEREIT’s or its Subsidiaries’ employees and other individuals having business dealings with or relating to VEREITParent or any of its Subsidiaries, or to respond to third-party supply, customer, service or other business disruptions caused by Covid-19 or any Covid-19 Measures, or (vi)(iv) with VEREIT’sthe Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Realty IncomeParent agrees as to itself and its Subsidiaries that such entities shall use commercially reasonable efforts to (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2)maintain their material assets and properties in their current condition in all material respects (normal wear and tear and

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damage caused by casualty or by any reason outside of Realty IncomeParent and its Subsidiaries’ reasonable control excepted), (3)preserve Realty Income’sParent’s business organization intact, and to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, (4) maintain all insurance policies in all material respects and (5) maintain the status of Realty IncomeParent as a REIT.
(b)   Realty IncomeParent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (1)(i) as expressly contemplated or permitted by this Agreement, (2) to the extent required in order to effect the Separation or the OfficeCo Distribution in accordance with the terms set forth on Exhibit A, (3)(ii) as set forth in Section 4.2(b) of the Realty IncomeParent Disclosure Letter, (4)(iii) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Realty IncomeParent or any of its Subsidiaries, or (5)(iv) with VEREIT’sthe Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), such entities shall not:
(i)   (A) split, combine, subdivide or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of

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its capital stock, or (B) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than (1) repurchases, redemptions or exchanges of partnership units of Realty Income, L.P. for Realty IncomeParent Common Stock required pursuant to the Realty IncomeParent Partnership Agreement, or (2) acquisitions of shares of Realty IncomeParent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Realty IncomeParent Equity Awards in accordance with the terms of the applicable Realty IncomeParent Equity Plan in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto;
(ii)   amend or propose to amend the organizational documents of Realty Income, Merger Sub 1Parent or Merger Sub 2;(except for immaterial or ministerial amendments);
(iii)   except as disclosed in any Realty IncomeParent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y) change its methods of accounting in effect as of December 31, 2020,2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization;
(iv)   adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement;
(v)   waive the excess share provisions of, or otherwise grant or increase an exception to or waiver of any ownership limits set forth in, the organizational documents of Realty IncomeParent or any of its Subsidiaries for any personPerson (other than VEREIT, VEREIT OPthe Company or any of their respectiveits Subsidiaries);
(vi)   take any action, or fail to take any action, which would reasonably be expected to cause Realty IncomeParent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as a partnership or disregarded entity for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be;REIT;
(vii)   take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or
(viii)   agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 4.2.
(c)   Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit Realty IncomeParent from taking any action, at any time or from time to time, that in

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the reasonable judgment of the Board of Directors of Realty Income,Parent, upon advice of tax counsel to Realty Income,Parent, is reasonably necessary for Realty IncomeParent to avoid incurring entity level income or excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Realty IncomeParent in accordance with this Agreement or otherwise or to qualify or preserve the status of any Subsidiary of Realty IncomeParent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be.be, provided Parent provides notice to the Company before taking such action.
(d)   Realty IncomeParent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(d)6.2(e) and Section 6.3(c)6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(d)6.2(e) and Section 6.3(c)6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Realty IncomeParent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Realty IncomeParent and in form and substance reasonably satisfactory to Realty IncomeParent REIT Counsel and VEREITthe Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to VEREITParent REIT Counsel and the Company prior to the date of this

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Agreement, if any, is and will be in form and substance reasonably satisfactory to VEREITParent REIT Counsel and the Company subject to reasonable changes to take into account Realty Income’s ownership of VEREIT’s assets following the Merger and any changes in fact or law), containing representations of Realty IncomeParent reasonably necessary or appropriate to enable Realty IncomeParent REIT Counsel to render the tax opinion described in Section 6.2(d)6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Realty IncomeParent Merger Counsel and VEREITCompany Merger Counsel a tax representation letter in form and substance substantially as set forth in Section 4.2(d) of the Realty Income Disclosure Letter, with such changes as are mutually agreeablereasonably satisfactory to Realty Income, VEREIT, Realty IncomeParent Merger Counsel and VEREITCompany Merger Counsel, (such agreement not to be unreasonably withheld, conditioned or delayed) and such changes reasonably acceptable to VEREIT Merger Counsel and Realty Income Merger Counsel as may be necessary or appropriate to reflect the terms of the Separation, the OfficeCo Distribution, any OfficeCo Sale and any changes in the facts or the structure of the transaction after the date hereof, containing representations of Realty IncomeParent and Merger Sub I reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(c)6.2(d) and Section 6.3(c)6.3(d) and any similar opinions described in Section 4.2(d)4.1(d)(ii) and Section 4.1(d)4.2(d)(ii).
ARTICLE V
ADDITIONAL AGREEMENTS
Section 5.1   Preparation of Form S-4 and Proxy Statement; Company Stockholders MeetingsMeeting.
(a)   As promptly as reasonably practicable following the date hereof, each of the parties hereto shall cooperate in preparing and shall cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the VEREITCompany stockholders at the VEREITCompany Stockholders Meeting (as defined below) and to the Realty Income stockholders at the Realty Income Stockholders Meeting (as defined below) (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and Realty Income (and, if required, Merger Sub 1 and Merger Sub 2)Parent shall prepare and file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus shall be a part) with respect to the Realty IncomeParent Stock Issuance (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). Each of the parties hereto shall use reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 become effective or be declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the MergersMerger and the other transactions contemplated thereby. VEREITThe Company and Realty IncomeParent shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each party will provide the other party with a copy of all such filings made with the SEC. Each party shall use its reasonable best efforts to take any action required to

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be taken under any applicable state securities laws in connection with the MergersMerger and the Realty IncomeParent Stock Issuance, and each party shall furnish all information concerning it and the holders of its capital stock or shares of common stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Realty IncomeParent Common Stock issuable in connection with the MergersMerger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Partnership Merger Effective Time, any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party, and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of VEREIT and Realty Income.the Company.
(b)   VEREITThe Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the “VEREITCompany Stockholders Meeting”) for the purpose of obtaining the VEREITCompany Required Stockholders Vote. Unless a Change in VEREITCompany Recommendation (as defined below) has occurred in accordance with Section 5.4, the Board of Directors of VEREITthe Company shall use its reasonable best efforts to obtain from the stockholders of VEREIT the VEREITCompany Required Stockholders Vote. VEREITThe Company covenants that, unless a Change in VEREITCompany Recommendation has occurred in accordance with Section 5.4, VEREITthe Company will, through its Board of Directors, recommend to its

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stockholders approval of the Merger and further covenants that the Joint Proxy Statement/Prospectus and the Form S-4 will include such recommendation. Notwithstanding the foregoing provisions of this Section 5.1(b), if, on a date for which the VEREITCompany Stockholders Meeting is scheduled, VEREITthe Company has not received proxies representing a sufficient number of shares of VEREITthe Company Common Stock to obtain the VEREITCompany Required Stockholders Vote, whether or not a quorum is present, VEREITthe Company shall have the right to make one or more successive postponements or adjournments of the VEREITCompany Stockholders Meeting;Meeting solely for the purpose of and for the time reasonably necessary to solicit additional proxies and obtain the Company Required Stockholders Vote; provided that (i) the VEREITCompany shall have first reasonably consulted with Parent and (ii) the Company Stockholders Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the VEREITCompany Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). VEREITThe Company agrees that, unless this Agreement shall have been terminated in accordance with Section 7.1, its obligations to hold the VEREITCompany Stockholders Meeting pursuant to this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to VEREITthe Company of any Acquisition Proposal (as defined below) or by any Change in VEREITCompany Recommendation.
(c)   Realty Income During the term of this Agreement, the Company shall duly take all lawful actionnot be permitted to call, give notice of, convene and hold a meetingsubmit to the vote of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the “Realty Income Stockholders Meeting”) for the purpose of obtaining the Realty Income Required Stockholders Vote. Unless a Change in Realty Income Recommendation has occurred in accordance with Section 5.4, the Board of Directors of Realty Income shall use its reasonable best efforts to obtain from the stockholders of Realty Income the Realty Income Required Stockholders Vote. Realty Income covenants that, unless a Change in Realty Income Recommendation has occurred in accordance with Section 5.4, Realty Income will, through its Board of Directors, recommend to its stockholders approval of the Realty Income Stock Issuance and further covenants that the Joint Proxy Statement/Prospectus and the Form S-4 will include such recommendation. Notwithstanding the foregoing provisions of this Section 5.1(c), if, on a date for which the Realty Income Stockholders Meeting is scheduled, Realty Income has not received proxies representing a sufficient number of shares of Realty Income Common Stock to obtain the Realty Income Required Stockholders Vote, whether or not a quorum is present, Realty Income shall have the right to make one or more successive postponements or adjournments of the Realty Income Stockholders Meeting; provided that the Realty Income Stockholders Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the Realty Income Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Realty Income agrees that, unless this Agreement shall have

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been terminated in accordance with Section 7.1, its obligations to hold the Realty Income Stockholders Meeting pursuant to this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Realty Income of any Acquisition Proposal or by any Change in Realty Income Recommendation.
(d)   Eachother than the Merger prior to the termination of the parties hereto shall use their reasonable best efforts to cause the VEREIT Stockholders Meeting and the Realty Income Stockholders Meeting to be held on the same date.this Agreement.
Section 5.2   Access to Information.
(a)   For purposes of facilitating the transactions contemplated hereby, and subject to applicable Law, upon reasonable request and advance notice, each of the parties heretoCompany shall (and shall cause each of their respectiveits Subsidiaries to) afford to theParent’s Representatives of the other parties reasonable access, during normal business hours, and in accordance with reasonable procedures established by such party, during the period prior to the Partnership Merger Effective Time, to all its properties (other than for purposes of invasive testing), books, Contracts, records and Representatives, and, during such period, each of the partiesCompany shall (and shall cause each of their respectiveits Subsidiaries to) make available to the other parties,Parent, upon any other party’sParent’s reasonable request, (i) a copy of each report, schedule, registration statement and other document filed or received by itthe Company during such period pursuant to the requirements of Federal or state securities laws, or the rules and regulations of self-regulatory organizations (other than reports or documents which such partythe Company is not permitted to disclose under applicable Law) and (ii) all other information concerning itsthe Company’s business, properties and personnel as such other partythe Parent may reasonably request; provided, however, that (x) any physical access to the properties, information and personnel of any party and its Subsidiaries may be limited to the extent such party reasonably determines in good faith, in light of COVID-19 or any COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of such party or its Subsidiaries, and (y) Realty Income and its Subsidiaries shall only be required to provide access or make available such information pursuant to the foregoing sentence to the extent such information is necessary for VEREIT and its Subsidiaries’ to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Section 5.2(a) to the contrary, neither Realty Income nor VEREIT nor any of their respective Subsidiaries or representatives shall, without the other party’s prior consent (not to be unreasonably withheld conditioned or delayed), communicate with any employees of the other party, other than, with respect to Realty Income, the employees set forth on Section 5.2 of the Realty Income Disclosure Letter, and with respect to VEREIT, the employees set forth on Section 5.2 of the VEREIT Disclosure Letter;provided that the parties shall, followingrequest. Following the date hereof, promptlyof this Agreement, the Company and Parent shall use reasonable efforts to develop a mutually acceptable protocolprotocols to manage communications between the parties and their respective employees. In addition, neither partyThe Company further agrees to use reasonable best efforts to provide all available Company Leases to Parent as promptly as practicable following the date hereof. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, rule, regulation, order,Order, judgment or decree. The partiesCompany will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding anything contained in this Agreement to the contrary, neither Realty Income nor VEREITthe Company shall not be required to provide any access or make any disclosure to the other pursuant to this Section 5.2 to the extent such access or information is reasonably pertinent to a litigation where Realty IncomeParent or any of its affiliates, on the one hand, and VEREITthe Company or any of its affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties.
(b)   The parties will hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the provisions of (i) the Amended and Restated Confidentiality Agreement between VEREITthe Company and Realty Income,Parent, dated as of March 12, 2021,August 21, 2022 and (ii) the Confidentiality Agreement between Parent and the Company, dated as of September 25, 2023, and as iteach may be amended from time to time (the “Confidentiality AgreementAgreements”), which Confidentiality AgreementAgreements will remain in full force and effect; provided that in the event this Agreement is terminated at any time prior to the Effective Time, the terms of the Confidentiality AgreementAgreements shall survive for a period of two (2) years following such termination.

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Section 5.3   Reasonable Best Efforts.
(a)   Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done

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promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to cause the conditions in Article IVVI to be satisfied and to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, waiting period expirations or terminations, Permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the MergersMerger and the other transactions contemplated by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Merger and the other transactions contemplated by this Agreement under any applicable Laws as promptly as practicable. In addition, each of Realty IncomeParent and VEREITthe Company shall use reasonable best efforts to obtain all consents, approvals, waivers, licenses, permits, franchises, authorizations or Orders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to consummate the Mergers, the Separation, the OfficeCo Distribution and the other transactions contemplated thereby;Merger; provided, however, that except as otherwise provided in Section 5.15 or Exhibit A of this Agreement, none of Realty Income, VEREITParent, the Company nor any of their respective Subsidiaries shall be required to make, or commit or agree to make, any concession or payment to, or incur any liability to, any such non-Governmental Entity to obtain any such Consent that is not contingent on the closing of the Merger (unless the parties mutually consent to such concession, payment or liability (such consent not to be unreasonably withheld, conditioned or delayed)).
(b)   Each of the parties hereto shall, in connection with the efforts referenced in this Section 5.3(b), use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly notify the other party of any communication concerning this Agreement or any of the transactions contemplated hereby to that party from or with any Governmental Entity and consider in good faith the views of the other party and keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, except that any materials concerning one party’s valuation of the other party may be redacted; and (iii) permit the other party to review in draft any proposed communication to be submitted by it to any Governmental Entity with reasonable time and opportunity to comment, and consult with each other in advance of any in-person or telephonic meeting or conference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to the extent permitted by the applicable Governmental Entity or Person, not agree to participate in any meeting or discussion with any Governmental Entity relating to any filings or investigations concerning this Agreement and or any of the transactions contemplated hereby unless it invites the other party’s Representatives to attend in accordance with applicable Laws. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the

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recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

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(c)   In furtherance and not in limitation of the foregoing, each of the parties hereto shall use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Laws, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby (including seeking to have any stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed).
(d)   Each of VEREIT,the Company, the Board of Directors of VEREIT, Realty Incomethe Company, Parent and the Board of Directors of Realty IncomeParent shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the Mergers, the Separation, the OfficeCo DistributionMerger or any other transactions contemplated hereby, use all reasonable best efforts to ensure that the Mergers, the OfficeCo DistributionMerger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on this Agreement, the MergersMerger and the other transactions contemplated hereby.
Section 5.4   Acquisition Proposals.
(a)   Each of VEREIT and Realty IncomeThe Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share sale, share exchange, asset sale, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any purchase or sale of 20% or more of the consolidated assets (including stock or other ownership interests) of it and its Subsidiaries, taken as a whole and determined on a fair market value basis, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders or other equity interest holders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the surviving parent entity in such transaction), in each case, other than any proposal, offer or transaction expressly permitted by Section 5.15(d) (any such proposal, offer or transaction (other than a proposal or offer made by one party to this Agreement or any Subsidiary thereof to another party to this Agreement or any Subsidiary thereof or any proposal, offer or transaction expressly permitted by Section 5.15(d)) being hereinafter referred to as an Acquisition Proposal,”), (ii) participate in any discussions with or provide any confidential information or data to any personPerson relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal (an “Acquisition Agreement”) or (iv) propose or agree to do any of the foregoing.
(b)
(b)   (i)   Notwithstanding the foregoing, the Board of Directors of VEREIT and the Board of Directors of Realty IncomeCompany shall each be permitted, prior to its respective meeting of stockholdersthe Company Stockholders Meeting to be held pursuant to Section 5.1, and subject to (A) compliance with the other terms of this Section 5.4 and (B) first entering into a confidentiality agreement having provisions that are no less favorable to such partythe Company than those contained in the Confidentiality AgreementAgreements (provided that such agreement need not contain any standstill or similar provision prohibiting the making of an Acquisition Proposal), to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement (that did not result from a material breach of this Section 5.4) and which the Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable,Company concludes in good faith (after consultation with outside legal counsel and financial advisors) constitutes or is reasonably likely to result in a Superior Proposal, if and only to the extent that the directors of VEREIT or of Realty Income, as applicable,the Company conclude in good faith (after consultation with their outside legal counsel) that failure to do so would reasonably be expected to result in a breach of their duties to VEREIT or Realty Income, as applicable. VEREIT or Realty Income, as applicable,the Company. The Company shall provide the otherParent with a copy of any nonpublic information or data provided to a third party pursuant to the prior sentence prior to or substantially concurrently with furnishing such information to such third party (except to the extent that such nonpublic information or data shall have been previously provided to the other party)Parent).

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(ii)   Each partyThe Company shall notify the other partyParent promptly (but in no event later than twenty-four (24) hours) after receipt of any Acquisition Proposal, or any request for nonpublic information relating to such partythe Company or any of its Subsidiaries by any personPerson that informs such partythe Company or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal, or any inquiry from any personPerson seeking to have discussions or negotiations with such party relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate

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the identity of the Person making the Acquisition Proposal, inquiry or request and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or written correspondence)correspondence, and/or a summary of the terms and conditions thereof if such inquiry, proposal or offer was not made in writing). Each partyThe Company shall also promptly, and in any event within twenty-four (24) hours, notify the other party,Parent, orally and in writing, if it enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any personPerson in accordance with this Section 5.4(b) and keep the other partyParent reasonably informed of the status and terms of any such proposals, offers, discussions or negotiations on a reasonably current basis, including by providing a copy of all material documentation or written correspondence relating thereto. Notwithstanding anything to the contrary in this Agreement, each partythe Company may contact any Person submitting an Acquisition Proposal after the date of this Agreement (that did not result from a material breach of this Section 5.4) to clarify and understand the terms of the Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal.
(iii)   Except as provided in Section 5.4(b)(iv) or Section 5.4(b)(v), neither the Board of Directors of VEREIT, the Board of Directors of Realty Income,Company nor any committee thereof shall (a) withhold, withdraw, modify or qualify in any manner adverse to the other party, or propose publicly to withhold, withdraw, modify or qualify in any manner adverse to the other party, the approval, recommendation or declaration of advisability by theCompany Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable, or any such committee thereof with respect to this Agreement or the transactions contemplated hereby,Recommendation, (b) fail to include the approval, recommendation or declaration of advisability by theCompany Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable, or any such committee thereof with respect to this Agreement or the transactions contemplated herebyRecommendation in the Joint Proxy Statement/Prospectus,Statement, (c) make or publicly propose to make any recommendation in connection with a tender offer or exchange offer commenced by a third party other than a recommendation against such offer or a customary “stop, look and listen” communication or (d) in the event an Acquisition Proposal has been publicly announced or publicly disclosed, fail to publicly reaffirm the approval, recommendation or declaration of advisability by theCompany Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable, or any such committee thereof with respect to this Agreement or the transactions contemplated herebyRecommendation within five (5) Business Days of the other party’sParent’s written request that Realty Income or VEREIT, as applicable,the Company do so (provided(provided that a party shall be entitled to make such a written request for reaffirmation only once with respect to each Acquisition Proposal and once for each material amendment to each such Acquisition Proposal) (any of the foregoing clause (a), (b), (c) or this clause (d), a “Change in VEREITCompany Recommendation or a “Change in Realty Income Recommendation,” respectively)).
(iv)   Notwithstanding anything in this Agreement to the contrary, with respect to an Acquisition Proposal, the Board of Directors of VEREIT or Board of Directors of Realty Income, as applicable,the Company may make a Change in VEREITCompany Recommendation or a Change in Realty Income Recommendation, as applicable (and in the event that the Board of Directors of VEREITthe Company determines such Acquisition Proposal to be a Superior Proposal, in accordance with this Section 5.4, terminate this Agreement pursuant to Section 7.1(d)(i)7.1(c)), in each case (including with respect to any such termination), if and only if (A) an unsolicited bona fide written Acquisition Proposal (that did not result from a material breach by the Company of this Section 5.4) is made to VEREIT or Realty Income, as applicable,the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable,Company has concluded in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors of VEREIT or of Realty Income, as applicable,the Company has concluded in good faith (after consultation with its outside legal counsel) that failure to do so would reasonably be expected to result in a breach of its duties to VEREIT or Realty

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Income, as applicable,the Company, (D) four (4) Business Days (the “Notice Period”) shall have elapsed since the party proposing to take such actionCompany has given written notice to the other partyParent advising such other partyParent that the notifying partyCompany intends to take such action and specifying in reasonable detail the reasons therefor, including the terms and conditions of any such Superior Proposal that is the basis of the proposed action (a “Notice of Recommendation Change”) (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change and a new Notice Period, except that the four (4) Business Day Notice Period referred to in clause (D) above shall instead be equal to the longer of (1) three (3) Business Days or (2) the period remaining under the Notice Period under clause (D) above immediately prior to the delivery of such additional notice under this clause (D)), (E) during the Notice Period, the notifying partyCompany has considered and, at the reasonable request of the other party,Parent, engaged in good faith discussions and negotiations with such partyParent regarding, any adjustment or modification of the terms of this Agreement proposed by the other party,Parent, and (F) the Board of Directors of the party proposingCompany, following the Notice Period, again reasonably determines in good faith (after consultation with outside legal counsel, and taking into account any adjustment or modification of the terms of this

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Agreement proposed by Parent) that failure to do so would reasonably be expected to result in a breach of its duties to the Company.
(v)   Notwithstanding anything in this Agreement to the contrary, in circumstances not involving or relating to an Acquisition Proposal, the Board of Directors of the Company may make a Change in Company Recommendation if and only if (A) an Intervening Event shall have occurred, (B) the Board of Directors of the Company has first reasonably determined in good faith (after consultation with outside legal counsel) that failure to make a Change in Company Recommendation would reasonably be expected to result in a breach of its duties to the Company, (C) the Notice Period shall have elapsed since the Company has given a Notice of Recommendation Change to Parent advising that the Company intends to take such action and specifying in reasonable detail the reasons therefor, including the facts and circumstances relating to the applicable Intervening Event in reasonable detail, (D) during the Notice Period, the Company has considered and, at the request of Parent, engaged in good faith discussions and negotiations with Parent regarding, any adjustment or modification of the terms of this Agreement proposed by Parent, and (E) the Board of Directors of the Company, following the Notice Period, again reasonably determines in good faith (after consultation with outside legal counsel, and taking into account any adjustment or modification of the terms of this Agreement proposed by the other party) that failure to do somake a Change in Company Recommendation would reasonably be expected to result in a breach of its duties to such party.
(v)   Notwithstanding anything in this Agreement to the contrary, in circumstances not involving or relating to an Acquisition Proposal, the Board of Directors of VEREIT or Board of Directors of Realty Income, as applicable, may make a Change in VEREIT Recommendation or a Change in Realty Income Recommendation, as applicable, if and only if (A) a material development or material change in circumstances has first occurred or arisen after the date of this Agreement that was neither known to such party nor reasonably foreseeable as of the date of this Agreement; provided, that (x) such change or development does not relate to an Acquisition Proposal and (y) in no event shall the fact in and of itself that VEREIT or Realty Income meets or exceeds or fails to meet or exceed internal or published projections, forecasts or revenue or earnings predictions for any period constitute such a material development or material change in circumstances that was not reasonably foreseeable as of the date of this Agreement (but the foregoing shall not exclude any change or development underlying such failure to meet or exceed such projections, forecasts or predictions), (B) the Board of Directors of the party proposing to take such action has first reasonably determined in good faith (after consultation with outside legal counsel) that failure to do so would reasonably be expected to result in a breach of its duties to such party, (C) the Notice Period shall have elapsed since the party proposing to take such action has given a Notice of Recommendation Change to the other party advising that the notifying party intends to take such action and specifying in reasonable detail the reasons therefor, (D) during the Notice Period, the notifying party has considered and, at the reasonable request of the other party, engaged in good faith discussions with such party regarding, any adjustment or modification of the terms of this Agreement proposed by the other party, and (E) the Board of Directors of the party proposing to take such action, following the Notice Period, again reasonably determines in good faith (after consultation with outside legal counsel, and taking into account any adjustment or modification of the terms of this Agreement proposed by the other party) that failure to do so would reasonably be expected to result in a breach of its duties to such party.Company.
(vi)   Nothing contained in this Section 5.4 shall prohibit either partythe Company or its Subsidiaries from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement, including Section 7.1(c) or Section 7.1(d) or Section 7.1(e), as applicable; and provided,further that any such disclosure that addresses or relates to the approval, recommendation or declaration of advisability by the Board of Directors of such party, as applicable,the Company with respect to this Agreement or an Acquisition Proposal shall not be deemed to be a Change in VEREITCompany Recommendation or Change in Realty Income Recommendation, as applicable, unlessif the Board of Directors of such party,the Company, in connection with such communication, publicly states that its recommendation with respect to this Agreement and the transactions

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contemplated hereby has not changed or refers toexpressly reaffirms the prior recommendation of such party,Company Board Recommendation, without disclosing any Change in VEREIT Recommendation or Change in Realty Income Recommendation, as applicable.Company Recommendation.
(c)   Each of VEREIT and Realty IncomeThe Company agrees that (i) it will and will cause its Subsidiaries, and its and their Representatives to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal and (ii) except with respect to VEREITthe Company and its Subsidiaries, it will not release any third party from, or waive any confidentiality provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal, and will use reasonable efforts to enforce the confidentiality provisions of such agreements. Eachagreements; provided that, if the Board of VEREIT and Realty IncomeDirectors of the Company determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ duties under applicable Law, the Company may waive such standstill solely to the extent necessary to permit the applicable Person (if it has not been solicited in material violation of this Section 5.4) to make, on a confidential basis to the Board of Directors of the Company, an Acquisition Proposal, conditioned upon such Person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 5.4 so long as the Company promptly notifies Parent thereof after granting any such waiver. The Company agrees that it will use its reasonable best efforts to promptly inform its and its Subsidiaries’ respective Representatives of the obligations undertaken in this Section 5.4.
(d)   Neither partyThe Company shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger the Realty Income Stock Issuance and the other transactions contemplated hereby prior to the termination of this Agreement.

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(e)   For purposes of this Agreement, “Superior Proposal for VEREIT or Realty Income means a bona fide written Acquisition Proposal that the Board of Directors of VEREIT or Board of Directors of Realty Income, respectively,the Company concludes in good faith, after consultation with its financial advisors and outside legal counsel, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal (including any break-up fees, expense reimbursement provisions, conditions to consummation and certainty, and speed of Closing), (i) is more favorable to the stockholders of VEREIT or Realty Income, respectively,the Company than the transactions contemplated by this Agreement, and (ii) is reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a)Article IX, except that the referencereferences to “20% or more” in the definition of “Acquisition Proposal” shall be deemed to be a referencereferences to “75% or more..
Section 5.5   NYSE Listing.   Realty IncomeParent shall use reasonable best efforts to cause (a) the shares of Realty IncomeParent Common Stock to be issued in the Mergers andMerger, (b) the shares of Realty IncomeParent Series A Preferred Stock to be issued in the Merger, and (c) the shares of Parent Common Stock to be reserved for issuance upon exercise or settlement of Realty IncomeParent Equity Awards issued at the Effective Time, in each case, to be approved for listing on the NYSE as promptly as practicable, subject to official notice of issuance.
Section 5.6   Employee Matters.
(a)   For a period of one (1) year following the Effective Time (or, if earlier, the date of the applicable employee’s termination of employment), Realty IncomeParent shall provide, or shall cause to be provided, to each employee of VEREITthe Company and its Subsidiaries immediately prior to the Effective Time (each, a “VEREITCompany Employee”), for so long as such VEREIT Employeewho continues employment with Realty IncomeParent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) following the Effective Time (and in the case of clause (iv), for the applicable period following termination of such VEREIT Employee’s employment)(each, a “Continuing Employee”), (i) at least the base compensation that is no less than that provided to such VEREITContinuing Employee immediately prior to the Effective Time;Time, and (ii) an annual bonus opportunity that is no less favorable than is provided to similarly situated employees of Realty Income or its Subsidiaries; (iii) long-term incentive award opportunities, whether cash or equity, that are no less favorable than are provided to similarly situated employees of Realty Income or its Subsidiaries; (iv) the severancehealth and welfare benefits set forth on Section 5.6(a) of the VEREIT Disclosure Letter in accordance with the terms and conditions described thereon; and (v) other employee benefits (excluding for this purpose, the compensation contemplated by clauses (i)-(iv) above and defined benefit pension plans, post-retirement medical and welfare plans, equity and equity-based incentives, severance, retention, change in control or similar plans, policies or agreements), that are substantially comparable in the aggregate to those provided to (x) a similarly situated employee of Realty IncomeParent or its Subsidiaries; provided that, for purposes of this clause (v), the employee benefits generally provided to employees of VEREIT and its Subsidiaries, or (y) such Continuing Employee as of immediately prior to the Effective Time, shall be deemed to be substantially comparableas elected by Parent in the aggregate to those provided to similarly situated employees of Realty Income or its Subsidiaries,sole discretion, it being understood that the VEREITContinuing Employees may

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commence participation in the “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), maintained by Realty IncomeParent or any of its Subsidiaries (collectively, the “New Plans”) at such times as are determined by Realty Income.Parent.
(b)   For purposes of any New Plans providing benefits to any VEREITContinuing Employees after the Effective Time, Realty IncomeParent shall, or shall cause its applicable Subsidiary to: (i) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the VEREITContinuing Employees and their eligible dependents under any New Plans in which such employees may be eligible to participate after the Effective Time, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous VEREITCompany Benefit Plan; (ii) use commercially reasonable efforts to provide each VEREITContinuing Employee and their eligible dependents under any New Plan with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding VEREITCompany Benefit Plan ending on the date such VEREITContinuing Employee’s participation in the New Plan begins (to the same extent that such credit was given under the analogous VEREITCompany Benefit Plan prior to the date that the VEREITContinuing Employee first participates in the New Plan) in satisfying any applicable deductible or out-of-pocket requirements under the New Plan; and (iii) recognize all service of the VEREITContinuing Employees with VEREITthe Company and its Subsidiaries (and any predecessors or affiliates thereof), for all purposes in any New Plan in which such employees may be eligible to participate after the Effective Time to the same extent such service was taken into account under the analogous VEREITCompany Benefit Plan prior to the date that the VEREITContinuing Employee first participates in the New Plan; provided, however, that the foregoing clause (iii) shall not apply (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any New Plan under which similarly situated employees of Realty IncomeParent and its Subsidiaries do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

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(c)   If the parties agree (which agreement shall not be unreasonably withheld, conditioned or delayed) not less than ten (10) Business Days before the Closing Date, VEREITthe Company shall adopt resolutions and take such corporate action as is necessary to terminate the VEREITCompany Benefit Plans that are Tax-qualified defined contribution plans (collectively, the “VEREITCompany Qualified DC Plan”), effective as of the day prior to the Closing Date. The form and substance of such resolutions and any other actions taken in connection with the foregoing termination shall be subject to the review and comment of Realty IncomeParent (which comments shall be considered by VEREITthe Company in good faith). If the VEREITCompany Qualified DC Plan is terminated prior to the Closing Date, Realty IncomeParent shall use commercially reasonable efforts to cause the VEREITContinuing Employees who participated in the VEREITCompany Qualified DC Plan as of the day prior to the Closing Date to be eligible to participate in a Tax-qualified defined contribution plan maintained by Parent or one of Realty Income or a Subsidiaryits Subsidiaries thereof on the Closing Date. Upon the distribution of the assets in the accounts under the VEREITCompany Qualified DC Plan to the participants, Realty IncomeParent shall use commercially reasonable efforts to cause an applicable Tax-qualified defined contribution plan of Realty IncomeParent or its Subsidiaries to accept a rollover from such participants who are then actively employed by Realty IncomeParent or its Subsidiaries who elect the rollover of (i) the cash portion of any “eligible rollover distributions” (within​(within the meaning of Section 402(c)(4) of the Code) to such employee from the VEREITCompany Qualified DC Plan and (ii) the portion of any such eligible rollover distribution that consists of a promissory note applicable to a loan from the VEREITCompany Qualified DC Plan to such employee.
(d)   (i)   IfFrom and after the date of this Agreement until the Effective Time, occurs priorthe Company agrees that any written communications to the date on which annual bonuses with respectCompany Employees regarding the terms and conditions of their employment (including compensation and benefits) following the Closing shall be subject to VEREIT’s 2021 fiscal year are paid to employees of VEREITprior review and approval by Parent and its Subsidiaries (the “2021 Annual Bonus Payment Date”), then Realty Incomeoutside counsel (such approval not to be unreasonably withheld, conditioned or delayed). Parent and the Company shall pay to each VEREIT Employee who is eligible to receive an annual cash bonus from VEREIT or a Subsidiary thereof as of immediately prior totake the Effective Time under VEREIT’s annual bonus program (the “VEREIT Annual Bonus Program”), (x) if such VEREIT Employee remains actively employed by VEREIT, Realty Income or any of their respective Subsidiaries through December 31, 2021, a 2021 annual bonus in an amount equal to 100% of such VEREIT Employee’s target 2021 annual bonus amount, payable no later than March 15, 2022 or (y) if such VEREIT Employee’s employment is terminated without Cause (as definedemployee-related actions described in Section 5.6(d)5.6 of the VEREITCompany Disclosure Schedule) by Realty Income or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) on or after the Effective Time and prior to December 31, 2021, a prorated 2021 annual bonus, payable within thirty (30) days following termination of employment, equal

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to the product of (A) the amount equal to 100% of such VEREIT Employee’s target 2021 annual bonus amount, multiplied by (B) a fraction, the numerator of which is the number of days during 2021 that the VEREIT Employee was employed by VEREIT, Realty Income or any of their respective Subsidiaries and the denominator of which is 365 (provided that such prorated 2021 annual bonus shall not be payable to any VEREIT Employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT Employee’s employment agreement with VEREIT or pursuant to any other VEREIT plan, policy agreement or arrangement).
(ii)   If the Effective Time occurs on or after January 1, 2022, then Realty Income shall pay to each VEREIT Employee who is eligible to receive an annual cash bonus from VEREIT or a Subsidiary thereof as of immediately prior to the Effective Time under the VEREIT Annual Bonus Program, whose employment is terminated without Cause (as defined in LetterSection 5.6(d) of the VEREIT Disclosure Schedule) by Realty Income or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) on or within ninety (90) days following the Effective Time, a prorated 2022 annual bonus, payable within thirty (30) days following termination of employment, equal to the product of (x) the amount equal to 100% of such VEREIT Employee’s target 2022 annual bonus amount (or target 2021 annual bonus amount if the 2022 annual bonus target has not yet been set) under the VEREIT Annual Bonus Program, multiplied by (y) a fraction, the numerator of which is the number of days during 2022 that the VEREIT Employee was employed by VEREIT, Realty Income or any of their respective Subsidiaries and the denominator of which is 365 (provided that such prorated 2022 annual bonus shall not be payable to any VEREIT Employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT Employee’s employment agreement with VEREIT or pursuant to any other VEREIT plan, policy agreement or arrangement).
(e)   Realty Income and VEREIT shall cooperate in good faith in order to include provisions substantially similar to the provisions of this Section 5.6 in the documentation for the OfficeCo Distribution with respect to employees of OfficeCo who were employed by VEREIT and its Subsidiaries as of immediately prior to the Effective Time.
(f)   The provisions of this Section 5.6 are solely for the benefit of the parties to this Agreement, no current or former director, employee or other service provider or any other personPerson shall be a third-party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Realty IncomeParent Benefit Plan, VEREITCompany Benefit Plan or other compensation or Benefit Planbenefit plan or arrangement for any purpose. Without limiting the generality of the foregoing, nothing contained in this Agreement shall obligate Realty Income, VEREITParent, the Company or any of their respective affiliates to (i) maintain any particular Benefit Plan or (ii) retain the employment or services of any current or former director, employee or other service provider.
Section 5.7   Fees and Expenses.   Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expense, except as otherwise provided in Section 7.2, Section 5.15 or Exhibit A and except that (a) if the Mergers areMerger is consummated, the Surviving Corporation shall pay, or cause to be paid, any and all Transfer Taxes imposed in connection with the Mergers,Merger, and (b) expenses incurred in connection with filing, printing and mailing the Joint Proxy Statement/Prospectus, the Form S-4, the OfficeCo Distribution Prospectus and the Form 10 and filing fees of the parties to this Agreement in connection with any filings required under the Laws governing antitrust or merger control matters related to the transactions contemplated by this Agreement shall be shared equally by VEREITthe Company and Realty Income.Parent.
Section 5.8Governance.
(a)   Realty Income and the Board of Directors of Realty Income, as applicable, shall take all actions necessary so that, as of the Effective Time, two (2) individuals who are members of the Board of Directors of VEREIT as of the date hereof and who shall be mutually selected and agreed upon by the Board of Directors of VEREIT and the Board of Directors of Realty Income prior to the Closing Date, and who have consented to serve on the Board of Directors of Realty Income following the Effective Time, shall be elected or appointed to the Board of Directors of Realty Income. Prior to the Closing Date, Realty

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Income shall provide VEREIT with a true and correct copy of the resolutions of the Board of Directors of Realty Income providing for the appointment, effective as of the Effective Time, of such individuals.
(b)   From and after the Effective Time, the parties intend to maintain the current office of VEREIT located in Phoenix, Arizona for a period of at least seven years from the date of this Agreement.
Section 5.9   Exculpation; Indemnification; Directors’ and Officers’ Insurance.
(a)   From and after the Effective Time, Realty IncomeParent shall, to the fullest extent permitted by applicable Law, exculpate, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of VEREIT, Realty Incomethe Company or their respectiveits Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts arising from or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on the fact that such Person is or was a director, officer, manager or general partner of VEREIT, Realty Incomethe Company or their respectiveits Subsidiaries, as applicable, or was prior to the Effective Time serving at the request of any such party as a director or officer of another Person, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this

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Agreement and the consummation of the transactions contemplated hereby), in each case, to the same extent such Persons are exculpated or indemnified or have the right to advancement of expenses as of the date of this Agreement by VEREIT, Realty Incomethe Company or any of their respectiveits Subsidiaries pursuant to any of their organizational documents or applicable Law in existence on the date hereof.
(b)   Prior to the Effective Time, each of VEREIT and Realty Incomethe Company may obtain and fully pay for a “tail” prepaid insurance policy(ies), eachpolicy, with a claim period of six (6) years from and after the Effective Time from an insurance carrier believed to be sound and reputable, with respect to directors’ and officers’ liability insurance and fiduciary insurance (“VEREIT D&O Insurance” and “Realty IncomeCompany D&O Insurance”) for the current and former directors and officers of VEREIT, Realty Incomethe Company and their respectiveits Subsidiaries, as applicable, as to the status of each such personPerson as a director or officer of VEREIT, Realty Incomethe Company or any of their respectiveits Subsidiaries or the service of each such personPerson prior to the Effective Time at the request of any such party as a director or officer of another Person and for facts or events that occurred at or prior to the Effective Time, each of which VEREIT D&O Insurance and Realty IncomeCompany D&O Insurance: (i) shall not have an annual premium in excess of 300% of the last annual premium paid by VEREIT (in the case of VEREIT D&O Insurance) or Realty Income (in the case of Realty Income D&O Insurance) (300% of such last annual premium paid by VEREIT, theCompany (theVEREITCompany Maximum Premium and 300% of such last annual premium paid by Realty Income, the “Realty Income Maximum Premium”, with respect to, as applicable, the existing directors’ and officers’ liability insurance and fiduciary insurance) prior to the date hereof for its existing directors’ and officers’ liability insurance and fiduciary insurance; and (ii) shall have terms, conditions, retentions and limits of coverage no less favorable than the existing directors’ and officers’ liability insurance and fiduciary insurance for VEREIT (in the case of the VEREIT D&O Insurance) and Realty Income (in the case of the Realty Income D&O Insurance)Company with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and consummation of the transaction contemplated hereby); provided, however, that if terms, conditions, retentions and limits of coverage at least as favorable as the existing directors’ and officers’ liability insurance and fiduciary insurance for VEREIT or Realty Incomethe Company cannot be obtained or can be obtained only by paying an annual premium in excess of the applicable VEREITCompany Maximum Premium, (in the case of the VEREIT D&O Insurance) or the applicable Realty Income Maximum Premium (in the case of the Realty Income D&O Insurance), VEREIT or Realty Income, as the case may be,Company may obtain as much similar insurance as is reasonably practicable for an annual premium equal to the applicable VEREITCompany Maximum Premium (in the case of the VEREIT D&O Insurance) or the applicable Realty Income Maximum Premium (in the case of the Realty Income D&O Insurance).Premium. After the Effective Time, Realty IncomeParent shall maintain such directors’ and officers’ liability insurance and fiduciary insurance policies in full force and effect for each of their full six (6) year terms and continue to honor its respective obligations under each policy. If VEREIT or Realty Incomethe Company for any reason does not obtain such “tail” prepaid

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insurance as of the Effective Time, Realty IncomeParent (i) shall continue to maintain in effect, for a period of six (6) years from and after the Effective Time for the respective current and former directors and officers of VEREIT, Realty Incomethe Company and their respectiveits Subsidiaries as to the status of each such Person as a director or officer of VEREIT, Realty Incomethe Company or their respectiveits Subsidiaries, as the case may be, and for facts or events that occurred at or prior to the Effective Time, the existing directors’ and officers’ liability insurance and fiduciary insurance of VEREIT or Realty Income, as applicable, each ofthe Company, which insurance shall not have an annual premium in excess of the applicable VEREITCompany Maximum Premium (in the case of the VEREIT D&O Insurance) or the applicable Realty Income Maximum Premium (in the case of the Realty Income D&O Insurance) and shall have terms, conditions, retentions and limits of coverage at least as favorable as the existing directors’ and officers’ liability insurance and fiduciary insurance for VEREIT and Realty Income, as applicable,the Company with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and consummation of the transaction contemplated hereby); provided, however, that if terms, conditions, retentions and limits of coverage at least as favorable as such existing insurance cannot be obtained or can be obtained only by paying an annual premium in excess of the applicable VEREITCompany Maximum Premium, or the applicable Realty Income Maximum Premium, Realty IncomeParent shall only be required to obtain as much similar insurance as is reasonably practicable for an annual premium equal to the applicable VEREIT Maximum Premium or the applicable Realty IncomeCompany Maximum Premium; and (ii) shall maintain such respective directors’ and officers’ liability insurance and fiduciary insurance policiespolicy in full force and effect for each of theirits full six (6) year terms and continue to honor its obligations under eachsuch policy.
(c)   If Realty IncomeParent or any of its successors or assigns (i) consolidates with or merges into any other personPerson and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person,Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Realty IncomeParent shall assume the obligations set forth in this Section 5.95.8. Without limiting the generality of the foregoing, any obligation of Realty Income to maintain and honor insurance policies pursuant to this Section 5.9 shall survive the Separation and the OfficeCo Distribution.
(d)   Realty IncomeParent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.95.8; provided, that such Indemnified Party provides an undertaking to repay such expenses to the extent it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person is not legally entitled to indemnification under Law.

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(e)   The provisions of this Section 5.95.8 (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and Representatives, shall be binding on all successors and assigns of Realty IncomeParent and VEREITthe Company and shall not be amended in a manner that is adverse to any Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of such Indemnified Party (including such successors, assigns and heirs) affected thereby, and (ii) are in addition to, and not in substitution for, any other rights to indemnification, advancement of expenses or contribution that any such Person may have by contract or otherwise.
Section 5.105.9   Dividends.
(a)   From and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement, neither VEREIT, VEREIT OPthe Company nor Realty IncomeParent shall make, declare or set aside any dividend or other distribution to its respective stockholders or unitholders without the prior written consent of VEREITthe Company (in the case of Realty Income)Parent) or Realty IncomeParent (in the case of VEREIT or VEREIT OP)the Company); provided, however, that the written consent of the other party shall not be required for the declaration and payment of regular quarterly cash dividends by VEREIT and the declaration and payment ofCompany or regular quarterly cash distributions by VEREIT OP or monthly (in the case of Realty Income) cash dividends by Parent, in each case, in accordance with past practice at a rate not in excess of the regular cash dividend most recently declared prior to the date of this Agreement with respect to each of the (i) shares of VEREITCompany Common Stock (with respect to the Company) (including such shares subject to Company Restricted Stock Awards), (ii) shares of VEREITthe Company Series FA Preferred Stock VEREIT Partnership(with respect to the Company and solely to the extent required pursuant to the terms of Company Series FA Preferred Units, VEREIT Partnership Common UnitsStock in effect as of the date of this Agreement) and (iii) shares of Realty IncomeParent Common Stock respectively,(with respect to Parent) (including such shares subject to Parent Restricted Stock Awards), subject to, in the case of subclause (i), customary increases in accordance with past practices (it being agreed that the timing of any

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such distributions permitted by this Section 5.9 will be coordinated so that, if either the holders of VEREITCompany Common Stock or the Company Restricted Stock Awards or the holders of shares of Realty IncomeParent Common Stock or Parent Restricted Stock Awards receive a distribution for a particular period prior to the Closing Date, then the holders of shares of Realty IncomeParent Common Stock or Parent Restricted Stock Awards and the holders of VEREITCompany Common Stock or the Company Restricted Stock Awards, respectively, shall receive a distribution for a comparable period prior to the Closing Date).
(b)   Notwithstanding the foregoing or anything else to the contrary in this Agreement, each of VEREITthe Company and Realty Income,Parent, as applicable, shall be permitted to declare and pay a dividend to its common stockholders, the record date and payment date for which shall be the close of business on the last Business Day prior to the Closing Date, distributing any amounts determined by such party (in each case in consultation with the other party) to be the minimum dividend required to be distributed in order for such party to qualify as a REIT and to avoid to the extent reasonably possible the incurrence of income or excise Tax (any dividend paid pursuant to this paragraph, a “REIT Dividend”).
(c)   If either party determines that it is necessary to declare a REIT Dividend, it shall notify the other party at least twenty (20) days prior to the Partnership Merger Effective Time, and such other party shall be entitled to declare a dividend per share payable (i) in the case of VEREIT,the Company, to holders of VEREITCompany Common Stock or Company Restricted Stock Awards, in an amount per share of VEREITCompany Common Stock or per Company Restricted Stock Award equal to the product of (A) the REIT Dividend declared by Realty IncomeParent with respect to each share of Realty IncomeParent Common Stock or Parent Restricted Stock Awards and (B) the Exchange Ratio and (ii) in the case of Realty Income,Parent, to holders of shares of Realty IncomeParent Common Stock or Parent Restricted Stock Awards, in an amount per share of Realty IncomeParent Common Stock or per Parent Restricted Stock Award equal to the quotient obtained by dividing (x) the REIT Dividend declared by VEREITthe Company with respect to each share of VEREITCompany Common Stock or per Company Restricted Stock Award by (y) the Exchange Ratio. The record date and payment date for any dividend payable pursuant to this Section 5.10(c)5.9(c) shall be the close of business on the last Business Day prior to the Closing Date.
Section 5.115.10   Public Announcements.   VEREIT and Realty Income shall use reasonable best efforts (a) to develop a joint communications plan, (b) to ensure that all press releases and other public statements with respect to the transactions contemplated hereby (including the Separation and the OfficeCo Distribution) shall be consistent with such joint communications plan, and (c) exceptExcept in respect of any announcement required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, or as required in connection with required notifications or filings under the HSR Act or any foreign antitrust, competition, or merger control Law or in response to any request by a Governmental Entity investigating the transactions described herein, toParent shall consult with each otherthe Company before issuing any press release or, to the extent practical, otherwise making any public statement with respect to this Agreement or the transactions

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contemplated hereby (including the Separation and the OfficeCo Distribution).hereby. In addition to the foregoing, except to the extent disclosed in or consistent with the Joint Proxy Statement/Prospectus or OfficeCo Distribution ProspectusStatement in accordance with the provisions of Section 5.1 or as otherwise permitted under Section 5.4, or as required in connection with required notifications or filings under the HSR Act or any foreign antitrust, competition, or merger control Law or in response to any request by a Governmental Entity investigating the transactions described herein, no partythe Company shall not issue any press release or otherwise make any public statement or disclosure concerning the other partyParent or the other party’sParent’s business, financial condition or results of operations without the consent of such other party,Parent, which consent shall not be unreasonably withheld or delayed.
Section 5.125.11   Additional Agreements.   In case at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement or to vest Realty IncomeParent with full title to all properties, assets, rights, approvals, immunities and franchises of VEREIT,the Company, the proper officers and directors of each party to this Agreement shall take all such necessary action.
Section 5.135.12   Tax Matters.
(a)   VEREITThe Company and Realty IncomeParent agree to use their reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The parties shall treat the Merger as a tax-free “reorganization” under Section 368(a) of the Code and no party shall take any position for tax purposes inconsistent therewith, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
(b)   Realty IncomeParent shall, with VEREIT’sthe Company’s good faith cooperation and assistance, prepare, execute and file, or cause to be prepared, executed and filed, all returns, questionnaires, applications or other

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documents regarding any real property transfer, sales, use, transfer, value added, stock transfer, recording, registration, stamp or similar Taxes that become payable in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) and VEREITthe Company and Realty IncomeParent shall cooperate to minimize the amount of such Transfer Taxes to the extent permitted by applicable Law. In addition, VEREIT and Realty Income shall cooperate in good faith to minimize (i) the recognition of built-in gain under Treasury Regulation Section 1.337(d)-7(b), and (ii) any state Taxes, in each case, imposed with respect to the transactions contemplated by this Agreement.
Section 5.145.13   Financing Cooperation.
(a)   Consistent with applicable Laws, VEREITthe Company shall use reasonable best efforts to, and shall cause its Subsidiaries and each of its and its Subsidiaries’ respective officers and employees to use reasonable best efforts to, provide to Realty IncomeParent and its Subsidiaries, at Realty Income’sParent’s sole expense, all cooperation as may be reasonably requested in writing by Realty Income that is necessaryParent in connection with (i) the Realty Income Credit Agreement Amendment and the Realty Income PPN Amendment, (ii) the arranging, obtaining and syndication of the OfficeCo Debt Financing (as defined in Exhibit A)and (iii) one or more equity or debt offerings or issuances of Realty Income,Parent, that Realty IncomeParent and its Subsidiaries may pursue prior to the Effective Time and (ii) the assumption, restatement or refinancing of the Company Term Loan Credit Agreements by Parent and its Subsidiaries (any such transaction in clauseclauses (i) or (ii) or (iii) a “Financing”), including, without limitation, in the event such action is customary in connection with the applicable Financing, using reasonable best efforts to: (i) cooperate with customary marketing efforts relating to such Financing, including assisting in the preparation of customary confidential information memoranda, private placement memoranda, lender presentations, prospectuses, offering memoranda and other customary offering documents and marketing materials; (ii) assist in the preparation of rating agency presentations and participate in a reasonable number of meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt and equity investors, in each case, at such places (which may be by audio or videoconference at such timesvideoconference) as coordinated reasonably in advance thereof at mutually agreed times; (iii) deliver documentation and other information reasonably requested by sources of such Financing as promptly as reasonably practicable with respect to (x) applicable “know-your-customer”, FINCEN and anti-money laundering rules and regulations, including the PATRIOT Act and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act, in each case, to the extent such information is required pursuant to the applicable Financing; (iv) deliver as promptly as reasonably practicable all financial information and real property and other diligence materials related to VEREITthe Company and its Subsidiaries customary or reasonably necessary for the arrangement or completion of such Financing; (v) direct VEREIT’sthe Company’s independent auditors to cooperate with any Financing that is a securities offering consistent with their customary practice, including requesting VEREIT’sthe Company’s independent accountants to prepare and deliver customary comfort letters (it being understood that such customary comfort letters shall include a SAS 100 review of any interim financial statements and “negative assurance” comfort covering any “stub” period) if customary for such Financing, in connection with any Financing to the applicable underwriters,

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arrangers, initial purchasers or placement agents thereof in each case, on customary terms and consistent with the customary practice of such independent accountants; (vi) assist with the preparation of pro forma financial information and pro forma financial statements solely with respect to VEREITthe Company to the extent customary or reasonably necessary for the arrangement or completion of the Financing, including, if applicable, of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of Realty IncomeParent and for Realty Income’sParent’s preparation of pro forma financial statements; (vii) assist in the preparation of customary projections, estimates and other forward looking financial information regarding the future performance of VEREITthe Company to the extent customary or reasonably necessary for the arrangement or completion of the Financing; and (viii) the execution and delivery of such definitive financing documents, including certificates, credit agreements, note purchase agreements, securities purchase agreements, dealer manager agreements, solicitation agent agreements, authorization letters, guarantees, schedules, legal opinions and other documents, as may be reasonably necessary to facilitate such Financing, in each case in form and substance reasonably satisfactory to the party executing such document; provided that any such documents referred to in this clause (viii) shall be effective no earlier than the Effective Time (other than any authorization letters that are required to be given in advance of such time in order for the Financing to be consummated on or after the Effective Time). VEREITThe Company hereby consents to the use of its and its Subsidiaries’ logos in connection with any Financing; provided that such logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage VEREITthe Company or its Subsidiaries or the

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reputation or goodwill of such party or its Subsidiaries. Notwithstanding any other provision set forth herein or in any other agreement between Realty IncomeParent and VEREITthe Company or its affiliates, the parties hereto agree that Realty IncomeParent may share with the arrangers and sources of such Financing customary projections and other confidential information with respect to VEREITthe Company (including information about VEREIT’sthe Company’s Subsidiaries) after giving effect to the Merger and the transactions contemplated hereby that the parties have cooperated in preparing, and that Realty Income,Parent, its Subsidiaries and such arrangers and sources of Financing may share information about VEREITthe Company and its Subsidiaries (notwithstanding anything to the contrary herein or in the Confidentiality Agreement)Agreements) with potential sources of the Financing in connection with any marketing efforts in connection with the Financing, provided that the recipients of such information agree to customary confidentiality arrangements in form and substance reasonably acceptable to VEREIT.the Company.
(b)   During the period from the date of this Agreement anduntil the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Interim Period”), Realty IncomeParent or one or more of its Subsidiaries may (i) commence any one or more of the following: (A) one or more offers to purchase (including any “change of control offer” under the VEREITCompany Notes Indenture and/or the notes issued thereunder) any or all of the outstanding debt issued under the VEREITCompany Notes Indenture for cash (collectively, the “Offers to Purchase”); and/or (B) one or more offers to exchange any or all of the outstanding debt issued under the VEREITCompany Notes Indenture for securities issued by the Realty IncomeParent or any of its affiliates (the “Offers to Exchange”); andand/or (ii) solicit the consent of the holders of debt issued under the VEREITCompany Notes Indenture regarding certain proposed amendments thereto (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Note Offers and Consent Solicitations”); provided that any such notice or offer shall expressly reflect that, and it shall be the case that, the closing of any such transaction shall not be consummated until the Effective Time. Any Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by Realty IncomeParent and which are permitted by the terms of the VEREITCompany Notes Indenture and applicable Laws, including SEC rules and regulations. Realty IncomeParent shall consult with VEREITthe Company regarding the material terms and conditions of any Note Offers and Consent Solicitations, including the timing and commencement of any Note Offers and Consent Solicitations and any tender deadlines. Realty IncomeParent shall have provided VEREITthe Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by Realty IncomeParent in the applicable Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Note Offers and Consent Solicitations to allow VEREITthe Company and its counsel to review and comment on such Debt Offer Documents, and Realty IncomeParent shall give reasonable and good faith consideration to any comments made or input provided with respect thereto by VEREITthe Company and

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its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations (including for the avoidance of doubt any other liability management transaction hereunder that includes a Consent Solicitation), VEREITthe Company shall execute a supplemental indenture to the VEREITCompany Notes Indenture in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer Documents in a form as reasonably requested by Realty IncomeParent (the “Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Effective Time. During the Interim Period, at Realty Income’sParent’s sole expense, VEREITthe Company shall and shall cause its Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation reasonably requested by Realty IncomeParent to assist Realty IncomeParent in connection with any Note Offers and Consent Solicitations (including using reasonable best efforts to direct VEREIT’sthe Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Note Offers and Consent Solicitations will be selected and retained by Realty Income.Parent. If, at any time prior to the completion of the Note Offers and Consent Solicitations, VEREITthe Company or any of its Subsidiaries, on the one hand, or Realty IncomeParent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made,

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not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other party, and an appropriate amendment or supplement prepared by Realty IncomeParent describing such information shall be disseminated to the holders of the notes outstanding under the VEREITCompany Notes Indenture.
(c)   Realty IncomeParent shall promptly, upon request by VEREIT,the Company, reimburse VEREITthe Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses paid to third parties (including reasonable and documented advisor’s fees and expenses) incurred by VEREITthe Company and its Subsidiaries in connection with the cooperation provided pursuant to this Section 5.145.13 and indemnify and hold harmless VEREIT,the Company, its Subsidiaries and their respective officers, directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by them in connection with any Financing, any information utilized in connection therewith or any action taken by VEREITthe Company or any Subsidiary of VEREITthe Company pursuant to this Section 5.145.13, in each case, whether or not the Merger is consummated or this Agreement is terminated; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from any gross negligence or willful misconduct of VEREITthe Company or its Subsidiaries or Representatives or a Willful Breach of VEREITthe Company or any Subsidiary of VEREITthe Company under this Agreement.
(d)   Notwithstanding the requirements of Section 5.14(a)5.13(a), neither VEREITthe Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.145.13 that (i) would unreasonably interfere with the business or operations of VEREITthe Company or its Subsidiaries, (ii) would require VEREIT,the Company, its Subsidiaries or any Persons who are directors or officers of VEREITthe Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of any Financing or any Note Offers orand Consent Solicitations or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is effective prior to the Effective Time, or that would be effective if the Effective Time does not occur (other than (x) authorization letters contemplated by clause (viii) of Section 5.14(a)(viii)5.13(a) and (y) to the extent required to be executed or delivered prior to the Effective Time pursuant to Section 5.14(a))5.13(a)), (iii) would cause any representation or warranty in this Agreement to be breached by VEREITthe Company or any of its Subsidiaries, (iv) would require VEREITthe Company or any of its Subsidiaries to pay any commitment or other similar fee prior to the Effective Time or incur any other expense, liability or obligation in connection with any Financing or any Note Offers and Consent Solicitations prior to the Effective Time, or have any obligation of VEREITthe Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Effective Time, (v) could reasonably be expected to cause any director, officer or employee or stockholder of VEREITthe Company or any of its Subsidiaries to incur any personal liability, (vi) could reasonably be expected to conflict with the organizational documents of VEREITthe Company or its

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Subsidiaries or any Laws, (vii) could reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which VEREITthe Company or any of its Subsidiaries is a party, (viii) would require providing access to or disclosing information that would reasonably be expected to jeopardize any attorney-client privilege of VEREITthe Company or any of its Subsidiaries, (ix) would require delivering or causing to be delivered any opinion of counsel in connection with any Financing or any Note Offers orand Consent Solicitations (other than to the extent required by Section 5.14(b)5.13(b) in connection with the entry into a Supplemental Indenture, an opinion of counsel if the trustee under the VEREITCompany Notes Indenture requires an opinion of counsel to VEREIT)the Company) or (x) could reasonably be expected to cause VEREITthe Company to fail to qualify as a REIT for federal income tax purposes (including by reason of potential payments under Section 5.14(c)5.13(c) from such action).
(e)   Upon the request of Realty Income, VEREITParent, the Company shall use reasonable best efforts to, and cause its Subsidiaries and each of its and its Subsidiaries’ respective officers and employees to, use commercially reasonable efforts to, facilitate the payoff and termination of the VEREITCompany Revolving Credit Agreement and, if any loans are outstanding under either Company Term Loan Credit Agreement immediately prior to Closing (and the obligations under such Company Term Loan Credit Agreement are not being assumed by Parent at Closing and such Company Term Loan Credit Agreement is not being amended or restated at Closing), each such Company Term Loan Credit Agreement, including obtaining a customary payoff letterletters in connection therewith (the “Credit Agreement Payoff”); provided that any such action described abovein this clause (e) shall not be required unless it can be and is conditioned on the occurrence of the Closing.
(f)   For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.145.13 represent the sole obligation of VEREIT,the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any

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Financing to be obtained by Realty IncomeParent or any of its Subsidiaries and OfficeCo with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. Notwithstanding the foregoing, it is expressly understood and agreed that the parties’ obligation to consummate the Merger and the transactions contemplated hereby are not contingent upon the completion of any Financing, any Note Offers orand Consent Solicitations or the Credit Agreement Payoff. Notwithstanding anything to the contrary in this Agreement, (including the Exhibits and Schedule hereto), any breach, other than a Willful Breach, by VEREITthe Company of any of the covenants required to be performed by it under this Section 5.145.13 shall not be considered in determining the satisfaction of the condition set forth in Section 6.3(b).
Section 5.15   Separation and OfficeCo Distribution.
(a)   From and after the date hereof, unless the condition set forth in Section 6.3(f) shall have been satisfied or irrevocably waived by Realty Income, each of VEREIT and Realty Income shall, and shall cause their respective Subsidiaries to cooperate and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to, as promptly as practicable, consummate and make effective, on the Business Day following the Closing, the Separation and the OfficeCo Distribution, in each case, in accordance with the terms set forth on Exhibit A, including (i) preparing and causing to be executed all agreements necessary to effect the Separation and the OfficeCo Distribution, including a separation and distribution agreement (the “Distribution Agreement”) containing, among other provisions, the terms contemplated therefor on Exhibit A, (ii) effectuating the transfer of the OfficeCo Properties to OfficeCo or Subsidiaries thereof and obtaining any Consents and making any notifications required in connection therewith in accordance with the terms set forth on Exhibit A, (iii) determining and electing or appointing the individuals who will comprise OfficeCo’s board of directors and management team upon consummation of the OfficeCo Distribution in accordance with the terms set forth on Exhibit A, (iv) preparing and causing a registration statement on Form 10 (such registration statement, and any amendments or supplements thereto, the “Form 10”) to be filed by OfficeCo with respect to the Separation and the OfficeCo Distribution with, and declared effective, by the SEC, and keeping the Form 10 effective as long as is necessary to consummate the OfficeCo Distribution and the transactions contemplated thereby, and (v) obtaining all requisite corporate and other approvals, authorizations and declarations, and obtaining a customary solvency opinion in connection therewith, if necessary. In addition, from and after the date hereof, unless the condition set forth in Section 6.3(f) shall have been satisfied or irrevocably waived by Realty Income, and except as expressly permitted or required pursuant to Section 5.15(d), VEREIT shall, and shall cause its Subsidiaries to, refrain from taking any action after the date of this Agreement that, to Viking’s knowledge, would reasonably be expected to prevent the consummation of the Separation and the OfficeCo Distribution on terms consistent with the terms set forth in Exhibit A by the Spin-off Outside Date.
(b)   Each party shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise such other party of any oral comments with respect to the Form 10 received from the SEC, and each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any filing, amendment or supplement to the Form 10, or any responses to comments received from the SEC, prior to filing such with the SEC. In addition, each party shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the OfficeCo Distribution, and shall furnish all information concerning it and the holders of its capital stock or shares of common stock as may be reasonably requested in connection with any such action. Each party will advise the other party promptly after it receives notice of the time when the Form 10 has become effective, the issuance of any stop order, the suspension of the qualification of the securities of OfficeCo issuable in connection with the OfficeCo Distribution for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form 10. If, at any time prior to the Effective Time, any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party, and such information should be set forth in an amendment or supplement to the Form 10 so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and, to the extent required by Law, the parties shall cooperate

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to cause OfficeCo to promptly file with the SEC an appropriate amendment or supplement describing such information. In addition, each of VEREIT and Realty Income shall promptly advise the other party upon receiving any written communication from any Governmental Entity and any material written communication given or received in connection with any legal proceeding by a private party, in each case in connection with the Separation or the OfficeCo Distribution and reasonably cooperate to respond to any such communication.
(c)   In furtherance of (and without limiting) the foregoing obligations in this Section 5.15, the parties shall use reasonable best efforts to consult and cooperate with each other with respect to the Separation and the OfficeCo Distribution, and each party shall keep the other party informed on a reasonably timely basis of the status of matters related to the Separation and the OfficeCo Distribution. In the event that the parties do not agree on the terms of the Separation or the OfficeCo Distribution or actions to be taken in furtherance thereof (including with respect to the terms set forth on Exhibit A), Realty Income shall, acting in good faith and after consultation with VEREIT, have the ultimate decision-making authority.
(d)   (i)   Notwithstanding anything to the contrary in this Section 5.15 or Section 5.4, at any time prior to the Effective Time, Realty Income, its Subsidiaries and their respective directors, officers, employees and other Representatives may, directly or indirectly, and in the event that Realty Income requests cooperation from VEREIT in connection therewith, VEREIT and its Subsidiaries and their respective directors, officers, employees and other Representatives may, to the extent requested or approved by Realty Income, directly or indirectly, (x) solicit, initiate, propose, facilitate, induce or encourage any proposals from third parties which to acquire all or any portion of the OfficeCo Properties (each, an “OfficeCo Proposal”), including by furnishing to any Person or its Representatives any information relating to the OfficeCo Business; (y) continue, enter into, participate in or otherwise engage in any discussions or negotiations with any Person or its Representatives with respect to one or more OfficeCo Proposals; and (z) otherwise cooperate with, assist, participate in or take any action to facilitate any OfficeCo Proposals.
(ii)   Realty Income shall reasonably consult with and consider in good faith any comments of VEREIT with respect to any OfficeCo Proposal, and shall keep VEREIT informed on a reasonably timely basis of the status of matters related thereto. In addition, upon written request from Realty Income, VEREIT shall, and shall cause its Subsidiaries to, use reasonable best efforts to cooperate with Realty Income and its Subsidiaries in connection with the activities set forth in Section 5.15(d)(i), including by participating in the strategy with respect to the marketing and sale of any such OfficeCo Properties, and affording to any Person or its Representatives reasonable access to the business, properties, assets, books, records or other non-public information regarding the OfficeCo Properties, subject to any such Person and/or its Representatives entering into a customary non-disclosure agreement with VEREIT.
(iii) At any time prior to the Effective Time, Realty Income and its Subsidiaries may negotiate and, acting in good faith and after consultation with VEREIT, enter into one or more binding agreements with third party purchasers providing for the sale of all or any portion of the OfficeCo Properties on such terms as determined by Realty Income (each, including any ancillary documentation related thereto, an “OfficeCo Sale Agreement”), and consummate the transactions contemplated thereby, and, the parties agree to cooperate and use reasonable best efforts to facilitate the entry into such OfficeCo Sale Agreements and the consummation of the transactions contemplated thereby, provided, however, that, with respect to each OfficeCo Sale Agreement, if such sale relates to OfficeCo Properties owned by VEREIT or its Subsidiaries, (A) either (1) such sale is conditioned upon the closing of the Merger, or (2) Realty Income complies with the indemnification requirements of Section 5.15(d)(iv) with respect to such sale, (B) such sale (1) shall not occur prior to the Partnership Merger Effective Time and (2) shall not occur prior to the Effective Time if such sale would reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal Tax purposes and (C) such OfficeCo Sale Agreement (1) does not obligate VEREIT or its Subsidiaries to pay any material consent, termination or other similar fee that is payable prior to the Closing (unless Realty Income agrees to reimburse VEREIT or its Subsidiaries for such fees and such reimbursement would not reasonably be expected to cause VEREIT to fail to qualify as a REIT

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for federal Tax purposes), (2) may be terminated by VEREIT or its Subsidiaries, or shall be automatically terminated, in each case, if this Agreement is terminated, and (3) does not create any material obligations, commitments or liabilities for VEREIT or its Subsidiaries that would survive the termination of such OfficeCo Sale Agreement or this Agreement (an OfficeCo Sale Agreement that satisfies the foregoing requirements, a “Qualifying OfficeCo Sale Agreement”). Upon written request from Realty Income, VEREIT shall, and shall cause its Subsidiaries and Representatives to, use reasonable best efforts to cooperate and facilitate such sale or sales, including affording to any Person or its Representatives reasonable access to the business, properties, assets, books, records or other information regarding any applicable OfficeCo Properties owned by VEREIT or its Subsidiaries, subject to any such Person and/or its Representatives entering into a customary non-disclosure agreement with VEREIT.
(iv) With respect to any sale of OfficeCo Properties owned by VEREIT or its Subsidiaries otherwise made in accordance with this Section 5.15, Realty Income may make an irrevocable election (the “OfficeCo Sale Election”), by written notice to VEREIT (the “OfficeCo Sale Notice”), to require that VEREIT or its Subsidiaries, as applicable, enter into one or more Qualifying OfficeCo Sale Agreements on such terms as determined by Realty Income and, subject to the terms and conditions thereof and any applicable third-party consent or other rights, to sell, immediately prior to the Effective Time, all or any portion of the OfficeCo Properties owned by VEREIT or its Subsidiaries (an “OfficeCo Sale”), in each case, as specified by Realty Income in the OfficeCo Sale Notice; provided, however, that no such sale shall occur (A) prior to the Partnership Merger Effective Time or (B) prior to the Effective Time if such sale would reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal Tax purposes. In the event that Realty Income has made an OfficeCo Sale Election, subject to the proviso in the preceding sentence, (X) VEREIT and its Subsidiaries shall sign such Qualifying OfficeCo Sale Agreement(s) and use reasonable best efforts to cooperate with Realty Income to consummate such OfficeCo Sale(s) immediately prior to the Effective Time in accordance with the terms of the applicable Qualifying OfficeCo Sale Agreement(s) and this Section 5.15(d), and (Y) if the Merger does not close, Realty Income shall indemnify, defend, protect and hold harmless VEREIT and its Subsidiaries (and regardless of whether the Merger closes any persons who are officers or directors thereof) for any Losses arising out of any OfficeCo Sale(s) contemplated by the OfficeCo Sale Election, including, without limitation, in connection with any agreements, documents or other instruments required to be delivered by VEREIT and its Subsidiaries with respect to such sale(s) (other than such Losses arising from the gross negligence, willful misconduct or bad faith of VEREIT, its Subsidiaries or any persons who are officers or directors thereof and, in each case, subject to the last sentence of Section 7.2(h)).
(e)   In connection with the foregoing obligations in this Section 5.15 and Exhibit A, (i) each of Realty Income, VEREIT and their respective Subsidiaries shall reasonably consult with each other with respect to all expenses, costs or Consent Fees to be incurred in connection with the Separation and the OfficeCo Distribution or the sales contemplated by Section 5.15(d), and (ii) all Consent fees incurred by VEREIT, Realty Income and their respective Subsidiaries in connection with obtaining any Consents required for the Separation, the OfficeCo Distribution or the sales contemplated by Section 5.15(d) shall be shared equally by VEREIT and Realty Income. The parties will reasonably cooperate to minimize any adverse tax consequences as a result of the reimbursement by VEREIT or Realty Income of any expenses, costs or Consent Fees pursuant to this Section 5.15(e).
(f)   Notwithstanding anything to the contrary in this Section 5.15, none of VEREIT, Realty Income or their respective Subsidiaries (or any persons who are employees, officers or directors thereof) shall be required pursuant to this Section 5.15 or Exhibit A (or, for the avoidance of doubt, Section 5.3 with respect to the matters addressed in this Section 5.15 and Exhibit A) to (i) take any action (or refrain from taking action) that would cause any representation, warranty or covenant in this Agreement to be materially breached by any party (unless such breach is expressly waived by the other party) or to result in any violation or breach of any Law by the parties or their Subsidiaries, (ii) make, or commit or agree to make, any material concession or material payment to, or incur any material obligations to, any third party unless (A) such concession, payment or obligation is contingent upon consummation of the Merger (or the requirements of Section 5.15(d) are satisfied with respect thereto) or, in the case of any material obligations, terminable upon the termination of this Agreement, or (B) VEREIT and Realty Income

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mutually consent to such concession, payment or obligation (not to be unreasonably withheld, conditioned or delayed), (iii) require Realty Income, VEREIT or any of their respective Subsidiaries to be an issuer or other obligor with respect to any financing of OfficeCo or to repay or defease any mortgages or other Indebtedness unless such obligations are contingent upon consummation of the Merger or (iv) take any action (or refrain from taking any action) that could reasonably be expected to cause VEREIT to fail to qualify as a REIT for federal income tax purposes.
(g)   In the event that Realty Income has made a final determination to abandon its pursuit of the Separation and the OfficeCo Distribution, it shall promptly notify VEREIT in writing, and upon delivery of such notice, Realty Income will be deemed to have irrevocably waived the condition set forth in Section 6.3(f).
Section 5.16   Redemption of VEREIT Series F Preferred Stock.   On the Closing Date, immediately following the issuance of the Series F Preferred Unit Redemption Notice and immediately prior to the Partnership Merger Effective Time, (i) VEREIT shall issue a notice of redemption (the “Series F Preferred Stock Redemption Notice”) of each of the shares of the VEREIT Series F Preferred Stock compliant with the VEREIT Charter and otherwise in form and substance (including with respect to the redemption date specified therein), reasonably satisfactory to Realty Income and (ii) Realty Income shall irrevocably set aside and deposit, separate and apart from its other funds, in trust for the benefit of the holders of the VEREIT Series F Preferred Stock, cash in immediately available funds in the amount of $25.00 (the “VEREIT Series F Preferred Stock Liquidation Preference”) plus all accrued and unpaid dividends to and including the redemption date set forth in the Series F Preferred Stock Redemption Notice, per share of VEREIT Series F Preferred Stock (the “VEREIT Series F Preferred Stock Redemption Amount”).
Section 5.175.14   Notification of Certain Matters; Transaction Litigation.
(a)   VEREITThe Company shall give prompt notice to Realty Income,Parent, and Realty IncomeParent shall give prompt notice to VEREIT,the Company, of any written notice or other written communication received by such party from any Governmental Entity in connection with this Agreement, the Mergers, the Separation, the OfficeCo DistributionMerger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers, the Separation, the OfficeCo DistributionMerger or the other transactions contemplated by this Agreement.
(b)   VEREITThe Company shall give prompt notice to Realty Income,Parent, and Realty IncomeParent shall give prompt notice to VEREIT,the Company, of any litigation, claim or other proceeding commenced or, to such party’s knowledge, threatened against, relating to or involving such party or any of the VEREIT Subsidiaries of the Company or the Realty Income Subsidiaries of Parent, respectively, which relate to this Agreement, the Mergers, the OfficeCo DistributionMerger or the other transactions contemplated by this Agreement. VEREITThe Company shall give Realty IncomeParent an opportunity to reasonably participate in the defense and settlement of any stockholder litigation against VEREITthe Company and/or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Realty Income’sParent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Realty IncomeParent shall give VEREITthe Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Realty IncomeParent and/or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement which could reasonably be expected to impair or impede the parties’ ability to timely perform their obligations under this Agreement or the consummation of the transactions contemplated hereby shall be agreed to without VEREIT’sthe Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

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Section 5.185.15   Section 16 Matters.Matters   VEREIT, Realty Income. Merger Sub 1.   The Company, Parent and Merger Sub 2 each shall take all such steps as may be necessary or appropriate to ensure that (a) any dispositions of VEREITCompany Common Stock (including derivative securities related to such stock) resulting from the Merger and the other transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to VEREITthe Company immediately prior to the Effective Time are exempt under Rule 16b-3 promulgated under the Exchange Act, and (b) any acquisitions of Realty IncomeParent Common Stock (including derivative securities related to such stock) resulting from the Mergers, the OfficeCo DistributionMerger and the other transactions contemplated by this Agreement by each individual who may become

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subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Realty IncomeParent are exempt under Rule 16b-3 promulgated under the Exchange Act.
Section 5.195.16   Alternative Structure.   Notwithstanding anything to the contrary contained in this Agreement, (A) if (i) Realty Income uses reasonable best efforts to obtain the Realty Income Credit Agreement Amendment as promptly as practicable after the date hereof, and (ii) Realty Income has not obtained the Realty Income Credit Agreement Amendment by the date that is fifteen (15) Business Daysat any time prior to the earlierdate the definitive Proxy Statement is first mailed to the stockholders of the date ofCompany in connection with the VEREIT Stockholders Meeting and the Realty IncomeCompany Stockholders Meeting, or (B) or otherwise with the prior written consent of VEREITthe Company (which shall not be unreasonably withheld or delayed), Realty Income,Parent, in its sole discretion, may elect to modify the structure of the Merger so as to provide that VEREITthe Company shall merge with and into and Realty IncomeParent (rather than Merger Sub 1)Sub), with Realty IncomeParent continuing as the surviving corporation of the Merger (the “Alternative Structure”); provided that (a) the consideration to be paid to the stockholders of VEREITthe Company is not thereby changed in nature or kind or reduced in amount as a result of such modification, (b) the Alternative Structure will not adversely affect (1) the tax treatment to the stockholders of Realty Income or VEREITthe Company as a result of the Merger or payment or receipt of the Merger Consideration, or (2) the qualification and taxation of VEREITthe Company as a REIT for federal income tax purposes for any period and (c) other than the modificationprior to the Realty Income Required Stockholders Vote toClosing, (c) the merger contemplated by such Alternative Structure shall not require a majoritythe approval of the outstanding sharesshareholders of Realty Income Common Stock as a result of the Alternative Structure,Parent to be consummated, and (d) such Alternative Structure (after giving effect to the following sentence) will not and, will not reasonably be expected to, jeopardize, impede or materially delay the consummation of the transactions contemplated by this Agreement. In the event that Realty IncomeParent elects to implement the Alternative Structure, the parties agree, in good faith, to prepare and execute an amendment to this Agreement to reflect the Alternative Structure and any necessary modifications to the terms of the Agreement to give effect to the Alternative Structure (including all necessary or appropriate changes to the definitions of the Merger, the Surviving Corporation the Realty Income Required Stockholders Vote and the Realty Income Stock Issuance and such terms impacted thereby).
Section 5.17   Term Loan Matters.   On December 15, 2023 or any date prior thereto (as determined by the Company in consultation with Parent), the Company shall, or shall cause its Subsidiaries to, in compliance with the terms of the Company 2022 Term Loan Agreement, borrow an additional $200.0 million that is permitted to be borrowed pursuant to Section 2.15 thereof titled “Increase in Term Loan Commitments”.
ARTICLE VI
CONDITIONS PRECEDENT
Section 6.1   Conditions to Each Party’s Obligation.   The respective obligation of each party to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions unless waived by such party in writing:
(a)   Stockholder Approval.   VEREITThe Company shall have obtained the VEREIT Required Stockholders Vote, and Realty Income shall have obtained the Realty IncomeCompany Required Stockholders Vote.
(b)   NYSE Listing.   The shares of (i) Realty IncomeParent Common Stock to be issued in the Merger (ii) Realty Income Common Stock to be issued in the Partnership Merger, and (iii) Realty Income Common Stock to be reserved for issuance upon exercise or settlement of VEREIT Equity Awards, in each case, shall have been approved for listing on the NYSE, subject to official notice of issuance.
(c)   Form S-4.   The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
(d)   No Injunctions or Restraints; Illegality.   No temporary restraining order, preliminary or permanent injunction or other orderOrder issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the MergersMerger shall be in effect. There shall not be any action taken, or any statute, rule, regulation or orderOrder enacted, entered, enforced or deemed

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applicable to the MergersMerger by any Governmental Entity of competent jurisdiction which makes the consummation of the MergersMerger illegal.
Section 6.2   Conditions to Obligations of VEREITthe Company.   The obligation of VEREITthe Company to effect the Merger is subject to the satisfaction of the following conditions unless waived by VEREITthe Company in writing:
(a)   Representations and Warranties.   (i) The representations and warranties of Realty IncomeParent set forth in Section 3.2 clauses (a)Sections 3.2(a)(i) (Organization, Standing and Power) (other than the second sentence thereof), (b) (Capital Structure) (other than subclauses (clause (i)i) and (iii) thereof), (c)(i) (Authority), (m)(j) (Board Approval), (o)(l) (Vote Required), (u)(o) (Investment Company Act of 1940), (w)(q) (Brokers or Finders), and (x)(r) (Opinion of Realty IncomeParent Financial Advisor) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing

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Date as though made on and as of the Closing Date (except to the extent made as of an earlier date, in which case as of such date), (ii) the representations and warranties set forth in subclauses (i) and (iii) of Section 3.2(b)(i) (Capital Structure) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case, such date), except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of Parent, (iii) the representations and warranties set forth in Section 3.2(i) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent made as of an earlier date, in which case as of such date), and (iv) the other representations and warranties of Realty IncomeParent set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii)(iv), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or Realty IncomeParent Material Adverse Effect) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Realty IncomeParent Material Adverse Effect.
(b)   Performance of Obligations of Realty IncomeParent Entities.   Each of Realty Income, Merger Sub 1Parent and Merger Sub 2 shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
(c)   Absence of Material Adverse Effect.   Since the date of this Agreement, there shall not have occurred any event, development, change or occurrence that has had or would reasonably be expected to have had, individually or in the aggregate, a Parent Material Adverse Effect that is continuing.
(d)   Merger Opinion.   VEREITThe Company shall have received the opinion of VEREITCompany Merger Counsel in form and substance substantially as set forth in Section 6.2(c)6.2(d) of the VEREITCompany Disclosure Letter, and with such reasonable changes as are reasonably acceptable to VEREIT,the Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and in rendering such opinion, counsel may require and rely upon the officer’s certificates delivered pursuant to Section 4.1(d) and Section 4.2(d). The condition set forth in this Section 6.2(c)6.2(d) may not be waived after receipt of the VEREITCompany Required Stockholders Vote, unless further stockholder approval is obtained with appropriate disclosure.
(d)(e)   REIT Opinion.   VEREITThe Company shall have received a tax opinion of Realty IncomeParent REIT Counsel, in form and substance substantially as set forth in Section 6.2(d)6.2(e) of the Realty IncomeParent Disclosure Letter, and with such changes as are mutually agreeable to VEREITthe Company and Realty IncomeParent (such agreement not to be unreasonably withheld, conditioned or delayed), dated as of the Closing Date and addressed to VEREIT,the Company, to the effect that, commencing with Realty Income’sParent’s taxable year ended December 31, 1994, Realty Income2016, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its proposed method of operation will enable Realty IncomeParent to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the Effective Time and future taxable years. The tax opinion will be subject to customary exceptions, assumptions and qualifications, be based on the representations contained in the officer’s certificates

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certificate delivered pursuant to Section 4.2(d) and assume the accuracy of the representations contained in the officer’s certificate delivered to VEREITCompany REIT Counsel pursuant to Section 4.1(d).
(e)(f)   Closing Certificate.   VEREITThe Company shall have received a certificate signed on behalf of Realty IncomeParent by the Chief Executive Officer and Chief Financial Officer of Realty Income,Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(b)6.2(c) have been satisfied.
Section 6.3   Conditions to Obligations of Realty IncomeParent.   The obligation of Realty IncomeParent to effect the Merger is subject to the satisfaction of the following conditions unless waived by Realty IncomeParent in writing:
(a)   Representations and Warranties.   (i) The representations and warranties of VEREITthe Company set forth in Section 3.1 clauses (a)Sections 3.1(a)(i) (Organization, Standing and Power) (other than the second sentence thereof), (b) (Capital Structure) (other than subclause (clause (i)i) thereof), (c)(i) (Authority), (m) (Board Approval), (o) (Vote Required), (u)(v) (Investment Company Act of 1940), (v)(w) (Brokers or Finders) and (w)(x) (Opinions(Opinion of VEREITthe Company’s Financial Advisors) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent made as of an earlier date, in which case as of such date), (ii) the representations and warranties set forth in subclause (i) of Section 3.1(b)(i) (Capital Structure) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case, such date), except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company, (iii) the representations and warranties set forth in subclause (ii) of Section 3.1(l) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement, and (iv) the other representations and warranties of VEREITthe Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause

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(iii) (iv), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or VEREITCompany Material Adverse Effect) has not had, and would not reasonably be expected to have, individually or in the aggregate, a VEREITCompany Material Adverse Effect.
(b)   Performance of Obligations of VEREITthe Company.   Each of VEREIT and VEREIT OPThe Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
(c)   Absence of Material Adverse Effect.   Since the date of this Agreement, there shall not have occurred any event, development, change or occurrence that has had or would reasonably be expected to have had, individually or in the aggregate, a Company Material Adverse Effect that is continuing.
(d)   Merger Opinion.   Realty IncomeParent shall have received the opinion of Realty IncomeParent Merger Counsel in form and substance substantially as set forth in Section 6.3(c)6.3(d) of the Realty IncomeParent Disclosure Letter, and with such reasonable changes as are reasonably acceptable to Realty Income,Parent, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and in rendering such opinion, counsel may require and rely upon the officer’s certificates delivered pursuant to Section 4.1(d) and Section 4.2(d). The condition set forth in this Section 6.3(c) may not be waived after receipt of the Realty Income Required Stockholders Vote, unless further stockholder approval is obtained with appropriate disclosure.
(d)(e)   REIT Opinion.   Realty IncomeParent shall have received a tax opinion of VEREITCompany REIT Counsel, in form and substance substantially as set forth in Section 6.3(d)6.3(e) of the VEREITCompany Disclosure Letter, and with such changes as are mutually agreeable to Realty IncomeParent and VEREITthe Company (such agreement not to be unreasonably withheld, conditioned or delayed), dated as of the Closing Date and addressed to Realty Income,Parent, to the effect that, commencing with VEREIT’sthe Company’s taxable year ended December 31, 20112016 and through the Effective Time, VEREITthe Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and based on the representations contained in the officer’s certificatescertificate delivered pursuant to Section 4.1(d).

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(f)   Closing Certificate.   Realty IncomeParent shall have received a certificate signed on behalf of VEREITthe Company by the Chief Executive Officer and Chief Financial Officer of VEREIT,the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(b)6.3(c) have been satisfied.
(f)   OfficeCo.   The Separation and the OfficeCo Distribution shall be, in all respects, ready to be consummated in accordance with Exhibit A hereto contemporaneously with the Closing of the Merger, including without limitation that the SEC shall have declared the Form 10, and the Form 10 remains, effective, and will close on the Business Day following the Closing; provided, however, Realty Income shall automatically be deemed to have irrevocably waived the condition set forth in this Section 6.3(f) on January 29, 2022 (the “Spin-Off Outside Date”).
ARTICLE VII
TERMINATION AND AMENDMENT
Section 7.1   Termination.   This Agreement may be terminated at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or after approval of the Merger by the stockholders of VEREIT or Realty Income:the Company:
(a)   by mutual consent of VEREITthe Company and Realty IncomeParent in a written instrument;
(b)   by either VEREITthe Company or Realty Income,Parent, upon written notice to the other party,party:
(i)   if the Company Required Stockholders Vote shall not have been obtained upon a vote taken thereon at the duly convened Company Stockholders Meeting or at any adjournment or postponement thereof, in each case at which a vote on obtaining the Company Required Stockholders Vote was taken; provided, however, that the right to terminate this Agreement under this Section 7.1(b), shall not be available to the Company where a failure to obtain the Company Required Stockholders Vote was primarily caused by a material breach of its obligations under (i) the first two sentences and the final sentence of Section 5.1 or (ii) Section 5.4;
(ii)   if any Governmental Entity of competent jurisdiction shall have issued an order,Order, decree or ruling or taken any other action permanently enjoining or otherwise prohibiting the Mergers,Merger, and such order,Order, decree, ruling or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to comply with any provision of this Agreement has been the primary cause of, or resulted in, such action; or
(c)   by either VEREIT or Realty Income,(iii)   upon written notice to the other party, if the Merger shall not have been consummated on or before AprilJuly 29, 20222024 (the “Outside Date”); provided, the right to terminate this Agreement under this Section 7.1(c)7.1(b)(iii) shall not be available to any party whose material

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breach of any representation, warranty, covenant or other agreement has been the primary cause of, or resulted in, the failure of the Merger to occur on or before such date;
(d)(c)   by VEREIT,the Company, upon written notice to Realty Income:
(i)Parent at any time prior to the receipt of the VEREITCompany Required Stockholders Vote in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with the express terms and conditions of Section 5.4; provided, however, that this Agreement may not be so terminated unless the payment required by Section 7.2(b)(i) is made in full to Realty IncomeParent substantially concurrently with the occurrence of such termination and the entry into such Acquisition Agreement with respect to such Superior Proposal; and
(ii)(d)   by Parent, upon written notice to the Company upon a Change in Realty IncomeCompany Recommendation;
(e)   by Realty Income,the Company, upon written notice to VEREIT:
upon a Change in VEREIT Recommendation;
(f)   by VEREIT, upon written notice to Realty Income,Parent, if either Realty Income, Merger Sub 1Parent or Merger Sub 2 shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of Realty IncomeParent shall have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing on the Closing Date, (A) would result in the failure to be satisfied of the condition set forth in Section 6.2(a) or (b) and (B) cannot be or has not been cured by the earlier of (1) the Outside Date and (2) thirty (30) Business Days after the giving of written notice to Realty IncomeParent of such breach; provided that VEREITthe Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(f)7.1(e) if VEREIT or VEREIT OPthe Company is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement that would result in the failure to be satisfied of the condition set forth in Section 6.3(a) or (b); or
(g)(f)   by Realty Income,Parent, upon written notice to VEREIT,the Company, if either VEREIT or VEREIT OPthe Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement,

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or if any representation or warranty of VEREITthe Company shall have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing on the Closing Date, (A) would result in the failure to be satisfied of the condition set forth in Section 6.3(a) or (b) and (B) cannot be or has not been cured by the earlier of (1) the Outside Date and (2) thirty (30) Business Days after the giving of written notice to VEREITthe Company of such breach; provided that Realty IncomeParent shall not have the right to terminate this Agreement pursuant to this Section 7.1(g)7.1(f) if Realty Income, Merger Sub 1Parent or Merger Sub 2 is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement that would result in the failure to be satisfied of the condition set forth in Section 6.2(a) or (b);
(h)   by either VEREIT or Realty Income, if the VEREIT Required Stockholders Vote shall not have been obtained upon a vote taken thereon at the duly convened VEREIT Stockholders Meeting or at any adjournment or postponement thereof, in each case at which a vote on obtaining the VEREIT Required Stockholders Vote was taken; provided, however, that the right to terminate this Agreement under this Section 7.1(h) shall not be available to VEREIT where a failure to obtain the VEREIT Required Stockholders Vote was primarily caused by any action or failure to act of VEREIT or its Subsidiaries that constitutes a material breach of its obligations under Section 5.1 or Section 5.4; or
(i)   by either VEREIT or Realty Income, if the Realty Income Required Stockholders Vote shall not have been obtained upon a vote taken thereon at the duly convened Realty Income Stockholders Meeting or at any adjournment or postponement thereof, in each case at which a vote on obtaining the Realty Income Required Stockholders Vote was taken; provided, however, that the right to terminate this Agreement under this Section 7.1(i) shall not be available to Realty Income where a failure to obtain the Realty Income Required Stockholders Vote was primarily caused by any action or failure to act of Realty Income or its Subsidiaries that constitutes a material breach of its obligations under Section 5.1 or Section 5.4.

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Section 7.2   Effect of Termination.
(a)   In the event of termination of this Agreement by either VEREITthe Company or Realty IncomeParent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of VEREITthe Company or Realty IncomeParent or their respective officers or directors, except with respect to Section 5.2(b), Section 5.7, this Section 7.2 and Article VIII and except for the Confidentiality Agreement,Agreements, each of which shall survive such termination and except that no party shall be relieved or released from any liabilities or damages arising out of its fraud or Willful Breach of this Agreement.
(b)   VEREITThe Company Termination Fee.Fee.
(i)   If VEREITthe Company shall terminate this Agreement pursuant to Section 7.1(d)(i)7.1(c), then VEREITthe Company shall pay to Realty IncomeParent the VEREITCompany Termination Fee as a condition to the effectiveness of such termination.
(ii)   If Realty IncomeParent shall terminate this Agreement pursuant to Section 7.1(e)7.1(d), then VEREITthe Company shall pay to Realty IncomeParent the VEREITCompany Termination Fee within three (3) Business Days after termination of this Agreement.
(iii)   In the event that (A) a bona fide Acquisition Proposal with respect to VEREITthe Company shall have been publicly announced or shall have become publicly disclosed and shall not have been publicly withdrawn prior to the date that is at least ten (10) Business Days prior to the VEREITCompany Stockholders Meeting, (B) thereafter this Agreement is terminated (1) by Realty IncomeParent or VEREITthe Company pursuant to Section 7.1(c)7.1(b)(iii) (if the VEREITCompany Required Stockholders Vote has not theretofore been obtained) or pursuant to Section 7.1(h)7.1(b)(i) or (2) by Realty IncomeParent pursuant to Section 7.1(g)7.1(f), due to a material breach by VEREITthe Company of its obligations under (i) the first two sentences of Section 5.1 or (ii) Section 5.4, and (C) prior to the date that is twelve (12) months after the date of such termination, VEREITthe Company either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then VEREITthe Company shall, on the earlier of the date such transaction is consummated or the date such Acquisition Agreement is entered into, pay to Realty IncomeParent a one-time fee equal to the VEREITCompany Termination Fee less the amount of any Realty IncomeParent Expense Reimbursement previously paid to Realty IncomeParent (if any) pursuant to Section 7.2(b)(iv)(iii) (provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”).
(iv)   In the event that VEREITthe Company or Realty IncomeParent terminates this Agreement pursuant to Section 7.1(h)7.1(b)(i) under circumstances in which the VEREITCompany Termination Fee is not then payable, then VEREITthe Company shall pay to Realty IncomeParent a one-time fee equal to the Realty IncomeParent Expense Reimbursement within three (3) Business Days after such termination; provided that the payment by VEREITthe Company of the Realty IncomeParent Expense Reimbursement pursuant to this Section 7.2(b)(iv), shall not relieve VEREITthe Company of any subsequent obligation to pay the VEREITCompany Termination Fee pursuant to Section 7.2(b)(iii)(ii).
(c)Realty Income Termination Fee.
(i)   If VEREIT shall terminate this Agreement pursuant to Section 7.1(d)(ii), then Realty Income shall pay to VEREIT the Realty Income Termination Fee within three (3) Business Days after termination of this Agreement.
(ii)   In the event that (A) a bona fide Acquisition Proposal with respect to Realty Income shall have been publicly announced or shall have become publicly disclosed and shall not have been publicly withdrawn prior to the date that is at least ten (10) Business Days prior to the Realty Income Stockholders Meeting, (B) thereafter this Agreement is terminated (1) by Realty Income or VEREIT pursuant to Section 7.1(c) (if the Realty Income Required Stockholders Vote has not theretofore been obtained) or pursuant to Section 7.1(i) or (2) by VEREIT pursuant to Section 7.1(f) due to a material breach by Realty Income of its obligations under Section 5.1 or Section 5.4, and (C) prior to the date that is twelve (12) months after the date of such termination, Realty Income either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then Realty Income shall, on the earlier of the date such

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transaction is consummated or the date such Acquisition Agreement is entered into, pay to VEREIT a one-time fee equal to the Realty Income Termination Fee less the amount of any VEREIT Expense Reimbursement previously paid to VEREIT (if any) pursuant to Section 7.2(c)(iii) (provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”).
(iii)   In the event that VEREIT or Realty Income terminates this Agreement pursuant to Section 7.1(i) under circumstances in which the Realty Income Termination Fee is not then payable, then Realty Income shall pay to VEREIT a one-time fee equal to the VEREIT Expense Reimbursement within three (3) Business Days after such termination; provided that the payment by Realty Income of the VEREIT Expense Reimbursement pursuant to this Section 7.2(c)(iii), shall not relieve Realty Income of any subsequent obligation to pay the Realty Income Termination Fee pursuant to Section 7.2(c)(iii).
(d)   In no event shall this Section 7.2 require (i) VEREITthe Company to pay the VEREIT Termination Fee on more than one occasion or (ii) Realty Income to pay the Realty IncomeCompany Termination Fee on more than one occasion.
(e)(d)   Each of the parties hereto acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these

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agreements, the parties would not enter into this Agreement. Accordingly, if either VEREIT or Realty Incomethe Company fails to pay all amounts due to the other party under this Section 7.2 on the dates specified, then either VEREIT or Realty Income, as applicable,the Company shall pay all costs and expenses (including legal fees and expenses) incurred by such other partyParent in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by such other party.Parent. Each of the parties hereto acknowledges that each of the Realty IncomeParent Expense Reimbursement VEREIT Expense Reimbursement, Realty Income Termination Fee and VEREITthe Company Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate a party in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to calculate with precision.
(f)(e)   The “VEREITCompany Termination Fee” shall be an amount equal to the lesser of (i) the VEREITCompany Base Amount (as defined below) and (ii) the maximum amount, if any, that can be paid to Realty IncomeParent without causing it to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code (the “REIT Requirements”) for such year determined as if (a) the payment of such amount did not constitute Qualifying Income, and (b) Realty IncomeParent has 0.5% of its gross income from unknown sources during such year which was not Qualifying Income (in addition to any known or anticipated income of Realty IncomeParent which was not Qualifying Income), in each case as determined by independent accountants to Realty Income.Parent. Notwithstanding the foregoing, in the event Realty IncomeParent receives Tax Guidance providing that Realty Income’sParent’s receipt of the VEREITCompany Base Amount should either constitute Qualifying Income or should be excluded from gross income within the meaning of the REIT Requirements, the VEREITCompany Termination Fee shall be an amount equal to the VEREITCompany Base Amount and VEREITthe Company shall, upon receiving notice that Realty IncomeParent has received the Tax Guidance, pay to Realty IncomeParent the unpaid VEREITCompany Base Amount within five (5) Business Days. In the event that Realty IncomeParent is not able to receive the full VEREITCompany Base Amount due to the above limitations, VEREITthe Company shall place the unpaid amount in escrow by wire transfer within three (3) days of the date when the VEREITCompany Termination Fee would otherwise be due but for the above limitations and shall not release any portion thereof to Realty IncomeParent unless and until Realty IncomeParent receives either one or a combination of the following once or more often: (i)(A) a letter from Realty Income’sParent’s independent accountants indicating the maximum amount that can be paid at that time to Realty IncomeParent without causing Realty IncomeParent to fail to meet the REIT Requirements (calculated as described above) or (ii)(B) the Tax Guidance, in either of which events VEREITthe Company shall pay to Realty IncomeParent the lesser of the unpaid VEREITCompany Base Amount or the maximum amount stated in the letter referred to in (i)clause (A) above within five (5) Business Days after VEREITthe Company has been notified thereof. The obligation of VEREITthe Company to pay any unpaid portion of the VEREITCompany Termination Fee shall terminate on the December 31 following the date which is three (3) years from the date the VEREIT

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Company Termination Fee first becomes payable under Section 7.2(b). Amounts remaining in escrow after the obligation of VEREITthe Company to pay the VEREITCompany Termination Fee terminates shall be released to VEREIT.the Company.Qualifying Income” shall mean income described in Sections 856(c)(2)(A) — (I) and 856(c)(3)(A) — (I) of the Code. “Tax Guidance” shall mean a reasoned opinion from nationally recognized federal income tax counsel experienced in REIT tax matters or a ruling from the IRS. The “VEREITCompany Base Amount” shall mean $365,000,000;$173,970,000; provided, however, that, in the event the VEREITCompany Termination Fee becomes payable as a result of the termination of this Agreement prior to the Window Period End Time (a) by VEREITthe Company pursuant to Section 7.1(d)(i)7.1(c) with respect to a Superior Proposal by a Qualified Bidder or (b) by Realty IncomeParent pursuant to Section 7.1(e)7.1(d) in response to a Change in VEREITCompany Recommendation effected in compliance with Section 5.4(b)(iv) with respect to a Superior Proposal by a Qualified Bidder, then, in the case of either of the immediately preceding clauses (a) or this clause (b), the “VEREITCompany Base Amount” shall mean $195,000,000.$93,680,000.
(f)   The “Realty Income Termination FeeParent Expense Reimbursement” shall be an amount equal to the lesser of (i) the Realty IncomeParent Expense Reimbursement Base Amount (as defined below) and (ii) the maximum amount, if any, that can be paid to VEREITParent without causing it to fail to meet the REIT Requirements for such year determined as if (a) the payment of such amount did not constitute Qualifying Income, and (b) VEREITParent has 0.5% of its gross income from unknown sources during such year which was not Qualifying Income (in addition to any known or anticipated income of VEREITParent which was not Qualifying Income), in each case as determined by independent accountants to VEREIT.Parent. Notwithstanding the foregoing, in the event VEREITParent receives Tax Guidance providing that VEREIT’sParent’s receipt of the Realty Income Base Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements, the Realty Income Termination Fee shall be an amount equal to the Realty Income Base Amount and Realty Income shall, upon receiving notice that VEREIT has received the Tax Guidance, pay to VEREIT the unpaid Realty Income Base Amount within five (5) Business Days. In the event that VEREIT is not able to receive the full Realty Income Base Amount due to the above limitations, subject to VEREIT’s prior delivery to Realty Income of the VEREIT Tax Accrual Opinion with respect to such escrow, Realty Income shall place the unpaid amount in escrow (the “Realty Income Termination Fee Escrow”) by wire transfer within three (3) days of the date when the Realty Income Termination Fee would otherwise be due but for the above limitations and shall not release any portion thereof to VEREIT unless and until VEREIT receives either one or a combination of the following once or more often: (i) a letter from VEREIT’s independent accountants indicating the maximum amount that can be paid at that time to VEREIT without causing VEREIT to fail to meet the REIT Requirements (calculated as described above) or (ii) the Tax Guidance, in either of which events Realty Income shall pay to VEREIT the lesser of the unpaid Realty Income Base Amount or the maximum amount stated in the letter referred to in (i) above within five (5) Business Days after Realty Income has been notified thereof. The obligation of Realty Income to pay any unpaid portion of the Realty Income Termination Fee shall terminate on the December 31 following the date which is three (3) years from the date the Realty Income Termination Fee first becomes payable under Section 7.2(c). Amounts remaining in escrow after the obligation of Realty Income to pay the Realty Income Termination Fee terminates shall be released to Realty Income. The “Realty Income Base Amount” shall mean $838,000,000. The “VEREIT Tax Accrual Opinion” means an opinion of nationally recognized federal income tax counsel experienced in REIT tax matters based on then applicable law and complying with the requirements of Treasury Regulations Section 1.856-7(c)(2) to the effect that the deposit into the Realty Income Termination Fees Escrow Account or the VEREIT Expense Reimbursement Escrow, as applicable, should not cause the Company to recognize income for U.S. federal income tax purposes and for any Company taxable year in excess of the amount released from such escrow to VEREIT in such taxable year.
(g)   The “Realty Income Expense Reimbursement” shall be an amount equal to the lesser of (i) the Realty Income Expense Reimbursement Base Amount (as defined below) and (ii) the maximum amount, if any, that can be paid to Realty Income without causing it to fail to meet the REIT Requirements for such year determined as if (a) the payment of such amount did not constitute Qualifying Income, and (b) Realty Income has 0.5% of its gross income from unknown sources during such year which was not Qualifying Income (in addition to any known or anticipated income of Realty Income which was not Qualifying Income), in each case as determined by independent accountants to Realty Income. Notwithstanding the foregoing, in the event Realty Income receives Tax Guidance providing that Realty Income’s receipt of the Realty IncomeParent Expense Reimbursement Base Amount should either constitute

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Qualifying Income or should be excluded from gross income

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within the meaning of the REIT Requirements, the Realty IncomeParent Expense Reimbursement shall be an amount equal to the Realty IncomeParent Expense Reimbursement Base Amount and VEREITthe Company shall, if required to pursuant to Section 7.2(b)(iv), upon receiving notice that Realty IncomeParent has received the Tax Guidance, pay to Realty IncomeParent the unpaid Realty IncomeParent Expense Reimbursement Base Amount within five (5) Business Days. In the event that Realty IncomeParent is not able to receive the full Realty IncomeParent Expense Reimbursement Base Amount due to the above limitations, VEREITthe Company shall, if required to pursuant to Section 7.2(b)(iv), place the unpaid amount in escrow by wire transfer within three (3) days of the date when the Realty IncomeParent Expense Reimbursement would otherwise be due but for the above limitations and shall not release any portion thereof to Realty IncomeParent unless and until Realty IncomeParent receives either one or a combination of the following once or more often: (i)(A) a letter from Realty Income’sParent’s independent accountants indicating the maximum amount that can be paid at that time to Realty IncomeParent without causing Realty IncomeParent to fail to meet the REIT Requirements (calculated as described above) or (ii)(B) the Tax Guidance, in either of which events VEREITthe Company shall pay to Realty IncomeParent the lesser of the unpaid Realty IncomeParent Expense Reimbursement Base Amount or the maximum amount stated in the letter referred to in (i)clause (A) above within five (5) Business Days after VEREITthe Company has been notified thereof. TheAny obligation of VEREITthe Company to pay any unpaid portion of the Realty IncomeParent Expense Reimbursement shall terminate on the December 31 following the date which is three (3) years from the date the Realty IncomeParent Expense Reimbursement first becomes payable under Section 7.2(b). Amounts remaining in escrow after the obligation of VEREITthe Company to pay the Realty IncomeParent Expense Reimbursement terminates shall be released to VEREIT.the Company. The “Realty IncomeParent Expense Reimbursement Base Amount” shall mean $25,000,000.$25,000,000.00.
(h)   The “VEREIT Expense Reimbursement” shall be an amount equal to the lesser of (i) the VEREIT Expense Reimbursement Base Amount (as defined below) and (ii) the maximum amount, if any, that can be paid to VEREIT without causing it to fail to meet the REIT Requirements for such year determined as if (a) the payment of such amount did not constitute Qualifying Income, and (b) VEREIT has 0.5% of its gross income of income from unknown sources during such year which was not Qualifying Income (in addition to any known or anticipated income of VEREIT which was not Qualifying Income), in each case as determined by independent accountants to VEREIT. Notwithstanding the foregoing, in the event VEREIT receives Tax Guidance providing that VEREIT’s receipt of the VEREIT Expense Reimbursement Base Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements, the VEREIT Expense Reimbursement shall be an amount equal to the VEREIT Expense Reimbursement Base Amount and Realty Income shall, upon receiving notice that VEREIT has received the Tax Guidance, pay to VEREIT the unpaid VEREIT Expense Reimbursement Base Amount within five (5) Business Days. In the event that VEREIT is not able to receive the full VEREIT Expense Reimbursement Base Amount due to the above limitations, subject to VEREIT’s prior delivery of the VEREIT Tax Accrual Opinion with respect to such escrow, Realty Income shall place the unpaid amount in escrow (the “VEREIT Expense Reimbursement Escrow”) by wire transfer within three (3) days of the VEREIT Expense Reimbursement first becomes payable under Section 7.2(c) and shall not release any portion thereof to VEREIT unless and until VEREIT receives either one or a combination of the following once or more often: (i) a letter from VEREIT’s independent accountants indicating the maximum amount that can be paid at that time to VEREIT without causing VEREIT to fail to meet the REIT Requirements (calculated as described above) or (ii) the Tax Guidance, in either of which events Realty Income shall pay to VEREIT the lesser of the unpaid Realty Income Base Amount or the maximum amount stated in the letter referred to in (i) above within five (5) Business Days after Realty Income has been notified thereof. The obligation of Realty Income to pay any unpaid portion of the VEREIT Expense Reimbursement shall terminate on the December 31 following the date which is three (3) years from the date the VEREIT Expense Reimbursement first becomes payable under Section 7.2(c). Amounts remaining in escrow after the obligation of Realty Income to pay the VEREIT Expense Reimbursement terminates shall be released to Realty Income. The “VEREIT Expense Reimbursement Base Amount” shall mean $25,000,000. The limitation, escrow and release provisions in this paragraph shall also apply to any indemnities payable to VEREIT under Section 5.15(d)(iv) (i.e., applying this paragraph to such indemnities as if the “VEREIT Expense Reimbursement Base Amount” was the amount of such indemnities before the application of this sentence).

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ARTICLE VIII
GENERAL PROVISIONS
Section 8.1   Non-Survival of Representations, Warranties and Agreements.   None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, and agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time or which otherwise by their terms survive the termination of this Agreement or the Effective Time.
Section 8.2   Notices.   All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified, (b) when received when sent by email to the party to be notified; provided, however, that if the sending party receives a “bounce back” or similar message indicating non-delivery is received with respect thereto, notice given by email shall not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 8.2 or (ii) the receiving party delivers a written confirmation of receipt for such notice either by email or any other method described in this Section 8.2 or (c) when delivered by a courier (with confirmation of delivery); in each case to the party to be notified at the following address:
if to VEREIT or VEREIT OP,the Company, to:
VEREITSpirit Realty Capital, Inc.
2325 E. Camelback Road, 9th Floor2727 North Harwood Street, Suite 300
Phoenix, AZ 85016Dallas, Texas 75201
Attention:   Lauren GoldbergGeneral Counsel
E-mail:       LGoldberg@VEREIT.comrthomas@spiritrealty.com
with a copies (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:   Adam O. Emmerich
                Karessa L. Cain
Fax No.:     (212) 403-2000
E-mail:       AOEmmerich@wlrk.com
                KLCain@wlrk.com

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if to Realty Income, Merger Sub 1Parent or Merger Sub, 2, to:
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Attention:   General CounselChief Legal Officer
Email:       mbushore@realtyincome.com
with copies (which shall not constitute notice) to:
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
Attention:   Charles Ruck
                William CerniusBradley Helms
                Darren Guttenberg
Fax No.:     (714) 755-8290
E-mail:       charles.ruck@lw.com
                william.cernius@lw.combradley.helms@lw.com
                darren.guttenberg@lw.com

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Section 8.3   Interpretation.   When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The phrase “made available” in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. The phrases “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole, including the Exhibits and Schedules hereto, and not to any particular provision of this Agreement. When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.” References to “$” and “dollars” are to the currency of the United States of America. Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material,” a “Realty Income“Parent Material Adverse Effect” or a “VEREIT“Company Material Adverse Effect” under this Agreement. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Any pronoun shall include the corresponding masculine, feminine and neuter forms. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
Section 8.4   Counterparts.   This Agreement may be executed in counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to each other party (including by means of electronic delivery), it being understood that the parties need not sign the same counterpart. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” ​(“.pdf”​(“.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
Section 8.5   ��Entire Agreement; No Third-Party Beneficiaries.   This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, other than the Confidentiality Agreement,Agreements, which shall survive the execution and delivery of this Agreement. Except (a) for, after the Effective Time, the rights of the holders of VEREITCompany Common Stock and Company Equity Awards to receive the shares of Realty IncomeParent Common Stock, and cash in lieu of fractional

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shares and cash dividend equivalents, as applicable, as provided in Article I and Article II, plus any dividends or other distributions as provided in Section 2.3(c) 2.2(c)or Section 2.3(i)2.2(i), and (b) as provided in Section 5.9(e)5.8(e) which, in each case, shall inure to the benefit of the respective Persons benefiting therefrom who are expressly intended to be third-party beneficiaries thereof and who may enforce the covenants contained therein, nothing in this Agreement is intended to confer upon any personPerson other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Section 8.6   Governing Law.   This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland (without giving effect to choice of law principles thereof).
Section 8.7   Severability.   Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and, unless the effect of such invalidity or unenforceability would prevent the parties from realizing the major portion of the economic benefits of the Merger that they currently anticipate obtaining therefrom, shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

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Section 8.8   Assignment.   Neither this Agreement nor any of the rights, interests or obligations of the parties hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
Section 8.9   Submission to Jurisdiction.   For the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, each party hereto irrevocably submits to the jurisdiction of the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division (the “Maryland Courts”). In the case of any suit, action or other proceeding in the Circuit Court for Baltimore City, Maryland, each of the parties irrevocably agrees to request and/or consent to the assignment of any such suit, action or other proceeding to such court’s Business and Technology Case Management Program. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Maryland Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by registered mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 8.9 shall affect the right of any party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 8.9 shall not constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section.Section 8.9. The parties hereto agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Section 8.10   Enforcement.   The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court identified in Section 8.9, this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other

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security in connection with such injunction or enforcement, and each party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security. Each party further agrees that it will use its reasonable best efforts to cooperate with the other parties in seeking and agreeing to an expedited schedule in any litigation seeking an injunction or order of specific performance.
Section 8.11   WAIVER OF JURY TRIAL.   EACH OF THE PARTIES HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE SHARES OR SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 8.11 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
Section 8.12   Amendment.   At any time prior to the Partnership Merger Effective Time, this Agreement may be amended by the parties hereto, by an instrument in writing signed on behalf of each

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of the parties; provided, that after the VEREIT Required Stockholders Vote or the Realty IncomeCompany Required Stockholders Vote is obtained, no amendment shall be made which by Law requires further approval by the stockholders of Realty Income or VEREITthe Company without such further approval by such stockholders.
Section 8.13   Extension; Waiver.   At any time prior to the Effective Time, the parties hereto, by action taken or authorized by the Board of Directors of VEREITthe Company or the Board of Directors of Realty Income,Parent, as applicable, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered pursuant hereto, and (c) waive compliance by the other party with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of a party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise of any right, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunder.
ARTICLE IX
DEFINITIONS
Acquisition Proposal” means any inquiry, proposal, indication of interest or offer from any Person or “group” ​(as defined in Section 13d-3 promulgated under the Exchange Act) (other than any of the parties or their Subsidiaries) relating to (a) any merger, consolidation, share exchange or similar business combination transaction involving the Company or any of its Subsidiaries that would result in any Person beneficially owning more than twenty percent (20%) of the outstanding voting securities of the Company, its operating partnership, any successor thereto or parent company thereof, (b) any sale, lease, exchange or license, transfer or other disposition, directly or indirectly (including by way of merger, consolidation, recapitalization, sale of equity interests, share exchange, joint venture or any similar transaction), of any of the Company’s or its Subsidiaries’ assets (including stock or other ownership interests of its respective Subsidiaries) representing more than twenty percent (20%) of the assets of the Company and its Subsidiaries on a consolidated basis (as determined on a fair market value basis), (c) any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange, joint venture or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing more than twenty percent (20%) of the outstanding voting securities of the Company or any successor thereto or parent company

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thereof, or (d) any tender offer or exchange offer that, if consummated, would result in any Person or “group” ​(as such term is defined in Rule 13d-3 promulgated under the Exchange Act) acquiring beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), or the right to acquire beneficial ownership, of more than twenty percent (20%) of the outstanding voting securities of the Company or any successor thereto or parent company thereof; provided, however, that the term “Acquisition Proposal” shall not include the Merger or the other transactions contemplated by this Agreement.
Benefit Plan” means, with respect to any entity, any compensation or employee benefit plan, program, policy, agreement or other arrangement, including any “employee benefit plan” ​(within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any bonus, cash- or equity-based incentive, deferred compensation, stock purchase, health, medical, dental, disability, accident, life insurance, or vacation, paid time off, perquisite, fringe benefit, severance, change of control, retention, employment, separation, retirement, pension, or saving, plan, program, policy, agreement or arrangement.
Business Day” means any day other than a Saturday, Sunday or other day on which the banks in New York are authorized by Law or executive order to be closed.
Company Equity Plan” means that certain Second Amended and Restated Company and Company Partnership 2012 Incentive Award Plan, as amended.
Company Lease” means each lease, sublease, sub-sublease, license and other agreement (including any amendments, notices, deferral agreements or other modifications thereto) under which the Company or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property.
Company Material Adverse Effect” means an event, development, change or occurrence that is materially adverse to the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that a Company Material Adverse Effect shall not include any event, development, change or occurrence to the extent arising out of, relating to or resulting from:
(a)   changes in general business, economic or market conditions in the United States or elsewhere in the world (including changes generally in prevailing interest rates (including long-term estimates thereof), inflation, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets);
(b)   changes generally affecting the industry or industries in which the Company or any of its Subsidiaries operates or any of the markets or geographical areas in which the Company or any of its Subsidiaries operate (including changes in the creditworthiness of tenants);
(c)   any change or proposed change after the date hereof in Law or the interpretation thereof or GAAP or the interpretation thereof;
(d)   changes in political or social conditions, including civil unrest, protests, public demonstrations, acts of war, armed hostility or terrorism (including cyber-terrorism or cyber-attacks), data breaches, riots, demonstrations, public disorders, civil disobedience, government “shutdowns” ​(including any potential or actual government “shutdown” in the United States, including the “shutdown” of any agencies or bodies thereof) or any escalation or any worsening thereof (including any acts of war or sanctions imposed in connection with (i) the current dispute involving the Russian Federation and Ukraine, including relating to Belarus and (ii) the current dispute involving Israel, Hamas, Lebanon, Syria, Iran and any other state or non-state actors involved);
(e)   earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities;
(f)   any epidemics, pandemics or disease outbreaks (including Covid-19) or worsening thereof;
(g)   the negotiation, execution, announcement or existence of this Agreement or the consummation of the transactions contemplated hereby (including the Merger), including the impact thereof on relationships, contractual or otherwise, of Parent or any of its Subsidiaries with tenants, customers,

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suppliers, lenders, partners, employees, regulators or other third parties (provided, that this clause (g) shall not apply to any inaccuracy in the representations and warranties set forth in clause (B) of Section 3.1(c)(ii));
(h)   any failure by the Company to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect);
(i)   any change in the price or trading volume of shares of Company Common Stock (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect);
(j)   any reduction in the credit rating of the Company or its Subsidiaries (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect); and
(k)   compliance with the terms of, or the taking of any action required by, this Agreement (including the Merger) (other than any action or failure to take any action pursuant to Section 4.1, unless Parent has unreasonably withheld, conditioned or delayed its written consent to any such action or failure to take action);
provided, that (x) if any event, development, change or occurrence described in any of clause (a), (b), (c), (d), (e) or (f) has had a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry, then the incremental disproportionate adverse impact (and only the incremental disproportionate adverse impact) of such event, development, change or may be taken into account for purposes of determining whether a Company Material Adverse Effect has occurred, and (y) if any event, development, change or occurrence has caused or is reasonably likely to cause the Company to fail to qualify as a REIT for federal Tax purposes, such event, development, change or occurrence shall be considered a Company Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code.
Company Merger Counsel” means Wachtell, Lipton, Rosen & Katz (or another nationally recognized tax counsel reasonably acceptable to the Company and Parent).
Company Notes Indenture” means that certain Indenture, dated as of August 18, 2016, by and among the Company Partnership and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified from time to time).
Company Partnership” means Spirit Realty, L.P., a Delaware limited partnership.
Company Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Company Partnership, dated as of October 3, 2017, as amended from time to time.
Company Partnership Preferred Unit” has the meaning assigned to the term “Preferred Units” in the Company Partnership Agreement.
Company Partnership Unit” has the meaning assigned to the term “Partnership Unit” in the Company Partnership Agreement.
Company Performance Share Award” means an award of the right to receive Company Common Stock subject to performance-based vesting conditions granted under the Company Equity Plan.
Company REIT Counsel” means Latham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to the Company and Parent).

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Company Restricted Stock Award” means an award of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Company Equity Plan.
Company Revolving Credit Agreement” means the Amended and Restated Revolving Credit Agreement, dated as of March 30, 2022, by and among the Company LP, JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time (as amended, supplemented or otherwise modified from time to time).
Company Series A Preferred Stock” means the 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company.
Company 2022 Term Loan Agreement” means the Term Loan Agreement, dated as of August 22, 2022 , by and among the Company LP, JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time (as amended, supplemented or otherwise modified from time to time).
Company 2023 Term Loan Agreement” means the Term Loan Agreement, dated as of November 17, 2022, by and among the Company LP, JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto as lenders from time to time (as amended, supplemented or otherwise modified from time to time)
Company Term Loan Credit Agreements” means the Company 2022 Term Loan Agreement and the Company 2023 Term Loan Agreement. and “Contract” means any written contract, agreement, lease, license, note, bond, mortgage, indenture, commitment or other instrument or obligation.obligation (other than any Company Benefit Plan).
Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, or (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.
Covid-19” means SARS-CoV-2 or Covid-19, and any variants or evolutions thereof.
Covid-19 Measures” means any applicable quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure or sequester or any other applicable law, Order, directive, guideline or recommendation by a Governmental Entity, public health authority or industry group, including the Coronavirus Aid, Relief, and Economic Security Act (CARES), in each case, in connection with or in response to Covid-19.
Environmental Laws” means any applicable Law relating (a) to releases, discharges, emissions or disposals to air, water, land or groundwater of Hazardous Materials; (b) to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde or any other Hazardous Material; (c) to the treatment, storage, disposal or management of Hazardous Materials; (d) to exposure to Hazardous Materials or any other toxic, hazardous or other controlled, prohibited or regulated substances; (e) to the transportation, release or any other use of Hazardous Materials; or (f) to the pollution, protection or regulation of the environmental or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. (“CERCLA”), the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. (“RCRA”), the Toxic Substances Control Act, 15 U.S.C. 2601, et seq., those portions of the Occupational, Safety and Health Act, 29 U.S.C. 651, et seq. relating to Hazardous Materials exposure and compliance, the Clean Air Act, 42 U.S.C. 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., the Safe Drinking Water Act, 42 U.S.C. 300f, et seq., the Hazardous Materials Transportation

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Act, 49 U.S.C. 1802 et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. 11001, et seq. (“EPCRA”), and other comparable Laws and all rules and regulations promulgated pursuant thereto or published thereunder.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
GAAP” means United States generally accepted accounting principles.
Hazardous Materials” means each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, regulated or identified under applicable Environmental Laws because of its hazardous, toxic, dangerous or deleterious properties. Without limiting the generality of the foregoing, “Hazardous Materials” include “hazardous substances” as defined in CERCLA, “extremely hazardous substances” as defined in EPCRA, “hazardous waste” as defined in RCRA, “hazardous materials” as defined in HMTA, crude oil, petroleum products or any fraction thereof, radioactive materials, including source, byproduct or special nuclear materials, asbestos or asbestos-containing materials, chlorinated fluorocarbons, polychlorinated biphenyls, per- and polyfluoroalkyl substances and radon.

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Indebtedness” means, with respect to any Person, without duplication, as of the date of determination (i) all obligations of such Person for borrowed money, including accrued and unpaid interest, and any prepayment fees or penalties, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person issued or assumed as the deferred purchase price of property (including any potential future earnout, purchase price adjustment, release of “holdback” or similar payment, but excluding obligations of such Person incurred in the ordinary course of business consistent with past practice), (iv) all lease obligations of such Person capitalized on the books and records of such Person, (v) all Indebtedness of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the Indebtedness secured thereby have been assumed, (vi) all obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions or similar arrangement (valued at the termination value thereof), (vii) all letters of credit or performance bonds issued for the account of such Person, to the extent drawn upon, and (viii) all guarantees and keepwell arrangements of such Person of any Indebtedness of any other Person other than a wholly owned Subsidiary of such Person.
Initial Period” means the period commencing on the date of this Agreement and ending at 11:59 p.m. (New York time) on MayNovember 29, 2021.2023.
Intervening Event” shall mean any event, change, effect, development, state of facts, condition or occurrence (other than any event, change, effect, development, state of facts, condition or occurrence resulting from a material breach of this Agreement by the Company) that (a) materially affects the business, assets or operations of the Company and its Subsidiaries, taken as a whole, (b) was not known or reasonably foreseeable to the Board of Directors of the Company prior to the date of this Agreement or, if known, the material consequences of which were not reasonably foreseeable by the Board of Directors of the Company as of the date of this Agreement and (c) does not relate to an Acquisition Proposal; provided, however, that in no event shall any of the following constitute or be taken into account in determining whether an “Intervening Event” has occurred: (i) a change in the market price or trading volume of shares of capital stock of the Company and (ii) the fact that, in and of itself, the Company meets, exceeds or fails to meet any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial performance or other financial results for any period (provided, further, that with respect to this clause (ii), any event, change, effect, development, state of facts, condition or occurrence giving rise to such change, meeting, exceeding or failure may otherwise constitute or be taken into account in determining whether an Intervening Event has occurred).
IRS” means the U.S. Internal Revenue Service or any successor agency.
Law” means any federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, judgment, Order, injunction, decree or agency requirement of any Governmental Entity.
Lien” means any with respect to any asset (including any security), any mortgage, deed of trust, claim, condition, covenant, lien, pledge, charge, security interest, preferential arrangement, option or other third-party right (including right of first refusal or first offer), restriction, right of way, easement, or title defect or encumbrance of any kind in respect of such asset, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.
Material VEREITCompany Leases” means the VEREITCompany Leases listed on Section 9.1(a) of the VEREITCompany Disclosure Letter.
OfficeCo” shall have the meaning set forth in Exhibit A to this Agreement.
OfficeCo Debt Financing” shall have the meaning set forth in Exhibit A to this Agreement.
OfficeCo Distribution” shall have the meaning set forth in Exhibit A to this Agreement.
OfficeCo Distribution Prospectus” means a prospectus relating to the securities of OfficeCo to be issued in the OfficeCo Distribution to the Realty Income stockholders after the Closing, and any amendments or supplements thereto.
Order” means any order, writ, decree, judgment, award, injunction, ruling, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Entity or arbitral body or tribunal with competent jurisdiction (in each case, whether temporary, preliminary or permanent).
Parent DSU Awards” means an award of deferred stock units that corresponds to a number of shares of Parent Common Stock.
Parent Material Adverse Effect” means an event, development, change or occurrence that is materially adverse to the financial condition, business or results of operations of Parent and its Subsidiaries, taken as a whole; provided, however, that a Parent Material Adverse Effect shall not include any event, development, change or occurrence to the extent arising out of, relating to or resulting from:
 
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(a)   changes in general business, economic or market conditions in the United States or elsewhere in the world (including changes generally in prevailing interest rates (including long-term estimates thereof), inflation, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets);
(b)   changes generally affecting the industry or industries in which Parent or any of its Subsidiaries operates or any of the markets or geographical areas in which Parent or any of its Subsidiaries operate (including changes in the creditworthiness of tenants);
(c)   any change or proposed change after the date hereof in Law or the interpretation thereof or GAAP or the interpretation thereof;
(d)   changes in political or social conditions, including civil unrest, protests, public demonstrations, acts of war, armed hostility or terrorism (including cyber-terrorism or cyber-attacks), data breaches, riots, demonstrations, public disorders, civil disobedience, government “shutdowns” ​(including any potential or actual government “shutdown” in the United States, including the “shutdown” of any agencies or bodies thereof) or any escalation or any worsening thereof (including any acts of war or sanctions imposed in connection with (i) the current dispute involving the Russian Federation and Ukraine, including relating to Belarus and (ii) the current dispute involving Israel, Hamas, Lebanon, Syria, Iran and any other state or non-state actors involved);
(e)   earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities;
(f)   any epidemics, pandemics or disease outbreaks (including Covid-19) or worsening thereof;
(g)   the negotiation, execution, announcement or existence of this Agreement or the consummation of the transactions contemplated hereby (including the Merger), including the impact thereof on relationships, contractual or otherwise, of Parent or any of its Subsidiaries with tenants, customers, suppliers, lenders, partners, employees, regulators, or other third parties (provided, that this clause (g) shall not apply to any inaccuracy in the representations and warranties set forth in this clause (B) of Section 3.2(c)(ii));
(h)   any failure by Parent to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Parent Material Adverse Effect may be taken into account in determining whether there has been a Parent Material Adverse Effect);
(i)   any change in the price or trading volume of shares of Parent Common Stock (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Parent Material Adverse Effect may be taken into account in determining whether there has been a Parent Material Adverse Effect);
(j)   any reduction in the credit rating of Parent or its Subsidiaries (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Parent Material Adverse Effect may be taken into account in determining whether there has been a Parent Material Adverse Effect);
(k)   compliance with the terms of, or the taking of any action required by, this Agreement (including the Merger) (other than any action or failure to take any action pursuant to Section 4.2, unless the Company has unreasonably withheld, conditioned or delayed its written consent to any such action or failure to take action);
provided, that (x) if any event, development, change or occurrence described in any of clause (a), (b), (c), (d), (e) or (f) has had a disproportionate adverse effect on Parent and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry, then the incremental disproportionate adverse impact (and only the incremental disproportionate adverse impact) of such event, development, change or may be taken into account for purposes of determining whether a Parent Material Adverse Effect has occurred, and (y) if any event, development, change or occurrence has caused or is reasonably likely to cause Parent to fail to qualify as a REIT for federal Tax purposes, such event,

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development, change or occurrence shall be considered a Parent Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code.
Parent Merger Counsel” means Latham & Watkins LLP (or another nationally recognized tax counsel reasonably acceptable to Parent and the Company).
Parent Performance Share Award” means an award of performance shares that correspond to a number of shares of Parent Common Stock.
Parent REIT Counsel” means Latham & Watkins LLP (or another nationally recognized REIT counsel reasonably acceptable to Parent and the Company).
Parent Restricted Stock Award” means an award of restricted shares of Parent Common Stock.
Parent RSU Awards” means an award of restricted stock units that corresponds to a number of shares of Parent Common Stock.
Parent Series A Preferred Stock” means shares of Series A Preferred Stock, $0.01 par value per share, of Parent having rights, preferences and privileges as set forth on Exhibit A.
Parent Stock Option” means an option to purchase a number of shares of Parent Common Stock.
Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity group (as such term is used in Section 13 of the Exchange Act) or organization, including a Governmental Entity, and any permitted successors and assigns of such Person.
Qualified Bidder” means a Person that has made during the Initial Period an unsolicited bona fide written Acquisition Proposal (provided(provided that the Acquisition Proposal by such Person did not result from a breach of Section 5.4(a) or Section 5.4(c))) that the Board of Directors of VEREITthe Company during the Initial Period, has concluded in good faith (after consultation with its outside legal counsel and its financial advisors) either constitutes or is reasonably likely to result in a Superior Proposal.
Qualified REIT Subsidiary” means a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code.
Realty Income Credit Agreement Amendment” shall have the meaning set forth in Section 5.14 of the Realty Income Disclosure Letter.
Realty Income DSU Award” means an award of deferred stock units that corresponds to a number of shares of Realty Income Common Stock.
Realty Income Lease” means each lease, sublease, sub-sublease, license and other agreement (including any amendments, notices, deferral agreements or other modifications thereto) under which Realty Income or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property.
Realty Income Material Adverse Effect” means an event, development, change or occurrence that is materially adverse to the financial condition, business or results of operations of Realty Income and its Subsidiaries, taken as a whole; provided, however, that a Realty Income Material Adverse Effect shall not include any event, development, change or occurrence to the extent arising out of, relating to or resulting from:
(a) changes in general business, economic or market conditions in the United States or elsewhere in the world (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets);
(b) changes generally affecting the industry or industries in which Realty Income or any of its Subsidiaries operates or any of the markets or geographical areas in which Realty Income or any of its Subsidiaries operate;
(c) any change or proposed change after the date hereof in Law or the interpretation thereof or GAAP or the interpretation thereof;
(d) changes in political or social conditions, including civil unrest, protects, public demonstrations, acts of war, armed hostility or terrorism (including cyber-terrorism or cyber-attacks), riots, demonstrations, public disorders, civil disobedience or any escalation or any worsening thereof;
(e) earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities;
(f) any epidemics, pandemics or disease outbreaks (including Covid-19) or worsening thereof and any Covid-19 Measures;
(g) the negotiation, execution, announcement or existence of this Agreement or the consummation of the transactions contemplated hereby (including the Mergers, the Separation and the OfficeCo Distribution), including the impact thereof on relationships, contractual or otherwise, of Realty Income or any of its Subsidiaries with tenants, customers, suppliers, lenders, partners, employees or regulators (provided, that this clause (g) shall not apply to any inaccuracy in the representations and warranties set forth in Section 3.2(c)(ii)(B));
(h) any failure by Realty Income to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the

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facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Realty Income Material Adverse Effect may be taken into account in determining whether there has been a Realty Income Material Adverse Effect);
(i) any change in the price or trading volume of shares of Realty Income Common Stock (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Realty Income Material Adverse Effect may be taken into account in determining whether there has been a Realty Income Material Adverse Effect);
(j) any reduction in the credit rating of Realty Income or its Subsidiaries (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Realty Income Material Adverse Effect may be taken into account in determining whether there has been a Realty Income Material Adverse Effect);
(k) compliance with the terms of, or the taking of any action required by, this Agreement (including the Mergers, the Separation and the OfficeCo Distribution) (other than any action or failure to take any action pursuant to Section 4.2, unless VEREIT has unreasonably withheld, conditioned or delayed its written consent to any such action or failure to take action);
provided, that (x) if any event, development, change or occurrence described in any of clauses (a), (b), (c), (d), (e) or (f) has had a disproportionate adverse effect on Realty Income and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry, then the incremental disproportionate adverse impact (and only the incremental disproportionate adverse impact) of such event, development, change or may be taken into account for purposes of determining whether a Realty Income Material Adverse Effect has occurred, and (y) if any event, development, change or occurrence has caused or is reasonably likely to cause Realty Income to fail to qualify as a REIT for federal Tax purposes, such event, development, change or occurrence shall be considered a Realty Income Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code.
Realty Income Merger Counsel” means Latham & Watkins LLP.
Realty Income PPN Amendment” shall have the meaning set forth in Section 5.14 of the Realty Income Disclosure Letter.
Realty Income Performance Share Award” means an award of performance shares that correspond to a number of shares of Realty Income Common Stock.
Realty Income REIT Counsel” means Latham & Watkins LLP.
Realty Income Restricted Stock Award” means an award of restricted shares of Realty Income Common Stock.
Realty Income RSU Awards” means an award of restricted stock units that corresponds to a number of shares of Realty Income Common Stock.
Realty Income Stock Option” means an option to purchase a number of shares of Realty Income Common Stock.
REIT” means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.
Representatives” means, with respect to any Person, such Person’s officers, employees, agents, or representatives (including investment bankers, financial or other advisors or consultants, auditors, accountants, attorneys, brokers, finders or other agents).
SEC” means the U.S. Securities and Exchange Commission.
Separation” shall have the meaning set forth in Exhibit A to this Agreement.
Significant Subsidiary” means any Subsidiary of VEREIT or Realty Income, as the case may be, that would qualify as a “Significant Subsidiary” of such party within the meaning of Regulation S-X of the SEC

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(and, for the avoidance of doubt, irrespective of whether or not such Subsidiary has been included in Exhibit 21 to VEREIT’s or Realty Income’s respective Annual Reports on Form 10-K).
Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, real estate investment trust, or other organization, whether incorporated or unincorporated, or other legal entity of which (i) such Person directly or indirectly owns or controls at least a majority of the capital stock or other equity interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions; (ii) such Person holds a majority of the equity economic interest andinterest; or (iii) solely for the purposes of Section 3.1(f) (Compliance with Applicable Laws), Section 3.1(g) (Legal Proceedings), 3.1(j) (Benefit Plans), 3.1(k) (Employment and Labor Matters), 3.1(q) (Environmental Matters), 3.1(r) (Intellectual Property), and the covenants contained in this Agreement, such Person is a general partner, manager or managing member, provided, that, notwithstanding anything to the contrary herein, a Person shall not be deemed to breach any representation, covenant or agreement in this Agreement as a result of any action or inaction such Person takes or fails to take as a result of any binding obligation such Person has to any joint venture partner.member.
Tax” or “Taxes” means all federal, state, local, foreign and other taxes, levies, fees, imposts, assessments, impositions or other similar government charges in the nature of a tax, including income, estimated income, business, occupation, franchise, real property, payroll, personal property, sales, transfer, stamp, use, employment, commercial rent, withholding (including dividend withholding and withholding required pursuant to Sections 1445 and 1446 of the Code), occupancy, premium, gross receipts, profits, windfall profits, deemed profits, license, lease, severance, capital, production, corporation, ad valorem, excise, duty or other taxes, including interest, penalties and additions (to the extent applicable) thereto, whether disputed or not.

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Tax Protection Agreement” means any agreement pursuant to which (i) any liability to direct or indirect holders of units in a partnership that is a Subsidiary of VEREITthe Company or Realty IncomeParent (a “Relevant Partnership”) or any interests in any Subsidiary of any Relevant Partnership (any such units or interests, “Relevant Partnership Units”) relating to Taxes may arise, whether or not as a result of the consummation of the transactions contemplated by this Agreement; (ii) in connection with the deferral of income Taxes of a direct or indirect holder of Relevant Partnership Units, a party to such agreement has agreed to (a) maintain a minimum level of debt or continue a particular debt, (b) retain or not dispose of assets for a period of time that has not since expired, (c) make or refrain from making Tax elections, (d) operate (or refrain from operating) in a particular manner, (e) use (or refrain from using) a specified method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of such party or any of its Subsidiaries, (f) use (or refrain from using) a particular method for allocating one or more liabilities of such party or any of its Subsidiaries under Section 752 of the Code and/or (g) only dispose of assets in a particular manner; and/or (iii) any persons,Persons, whether or not partners in any Relevant Partnership, have been or are required to be given the opportunity to guaranty or assume debt of such Relevant Partnership or any Subsidiary of such Relevant Partnership or are so guarantying or have so assumed such debt.
Tax Return” shall mean any report, return, document, declaration or other information or filing filed or required to be supplied to any taxing authority or jurisdiction (foreign or domestic) with respect to Taxes, including any schedule or attachment thereto and any amendment thereof, any information returns, any documents with respect to or accompanying payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information.
Taxable REIT Subsidiary” means a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code.
Tenant Improvements” means the construction or improvement of long-term real property (not including furniture, fixtures, equipment or inventory) for use in a tenant’s trade or business at the applicable property.
to Realty Income’sParent’s knowledge” or “to the knowledge of Realty IncomeParent” means the actual knowledge of any of the individuals listed in Section 9.1 of the Realty IncomeParent Disclosure Letter.
to VEREIT’sthe Company’s knowledge” or “to the knowledge of VEREITthe Company” means the actual knowledge of any of the individuals listed in Section 9.1(b) of the VEREITCompany Disclosure Letter.

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VEREIT Credit Agreement” means the Credit Agreement, dated as of May 23, 2018, by and among VEREIT OP, as borrower, VEREIT, as parent, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto (as amended, supplemented or otherwise modified from time to time).
VEREIT DSU Award” means an award of deferred stock units that corresponds to a number of shares of VEREIT Common Stock granted under the VEREIT Equity Plans.
VEREIT Equity Plans” means (i) the VEREIT Equity Plan, as amended, (ii) the VEREIT Non-Executive Director Stock Plan, and (iii) the VEREIT 2021 Equity Incentive Plan.
VEREIT Lease” means each lease, sublease, sub-sublease, license and other agreement (including any amendments, notices, deferral agreements or other modifications thereto) under which VEREIT or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property.
VEREIT Material Adverse Effect” means an event, development, change or occurrence that is materially adverse to the financial condition, business or results of operations of VEREIT and its Subsidiaries, taken as a whole; provided, however, that a VEREIT Material Adverse Effect shall not include any event, development, change or occurrence to the extent arising out of, relating to or resulting from:
(a) changes in general business, economic or market conditions in the United States or elsewhere in the world (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets);
(b) changes generally affecting the industry or industries in which VEREIT or any of its Subsidiaries operates or any of the markets or geographical areas in which VEREIT or any of its Subsidiaries operate;
(c) any change or proposed change after the date hereof in Law or the interpretation thereof or GAAP or the interpretation thereof;
(d) changes in political or social conditions, including civil unrest, protects, public demonstrations, acts of war, armed hostility or terrorism (including cyber-terrorism or cyber-attacks), riots, demonstrations, public disorders, civil disobedience or any escalation or any worsening thereof;
(e) earthquakes, hurricanes, tornados or other acts of God, natural disasters or calamities;
(f) any epidemics, pandemics or disease outbreaks (including Covid-19) or worsening thereof and any Covid-19 Measures;
(g) the negotiation, execution, announcement or existence of this Agreement or the consummation of the transactions contemplated hereby (including the Mergers, the Separation and the OfficeCo Distribution), including the impact thereof on relationships, contractual or otherwise, of Realty Income or any of its Subsidiaries with tenants, customers, suppliers, lenders, partners, employees or regulators (provided, that this clause (g) shall not apply to any inaccuracy in the representations and warranties set forth in Section 3.1(c)(ii)(B));
(h) any failure by VEREIT to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a VEREIT Material Adverse Effect may be taken into account in determining whether there has been a VEREIT Material Adverse Effect);
(i) any change in the price or trading volume of shares of VEREIT Common Stock (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a VEREIT Material Adverse Effect may be taken into account in determining whether there has been a VEREIT Material Adverse Effect);

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(j) any reduction in the credit rating of VEREIT or its Subsidiaries (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a VEREIT Material Adverse Effect may be taken into account in determining whether there has been a VEREIT Material Adverse Effect); and
(k) compliance with the terms of, or the taking of any action required by, this Agreement (including the Mergers, the Separation and the OfficeCo Distribution) (other than any action or failure to take any action pursuant to Section 4.1, unless Realty Income has unreasonably withheld, conditioned or delayed its written consent to any such action or failure to take action);
provided, that (x) if any event, development, change or occurrence described in any of clauses (a), (b), (c), (d), (e) or (f) has had a disproportionate adverse effect on VEREIT and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the commercial real estate REIT industry, then the incremental disproportionate adverse impact (and only the incremental disproportionate adverse impact) of such event, development, change or may be taken into account for purposes of determining whether a VEREIT Material Adverse Effect has occurred, and (y) if any event, development, change or occurrence has caused or is reasonably likely to cause VEREIT to fail to qualify as a REIT for federal Tax purposes, such event, development, change or occurrence shall be considered a VEREIT Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code.
VEREIT Merger Counsel” means Wachtell, Lipton, Rosen & Katz.
VEREIT Notes Indenture” means that certain Indenture, dated as of February 6, 2014, by and among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, supplemented or otherwise modified from time to time, including, without limitation, by that certain First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association).
VEREIT Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of VEREIT OP, dated as of January 3, 2014, as amended from time to time.
VEREIT Partnership Common Unit” has the meaning assigned to the term “OP Unit” in the VEREIT Partnership Agreement.
VEREIT Partnership Preferred Unit” has the meaning assigned to the term “Preferred Units” in the VEREIT Partnership Agreement.
VEREIT Partnership Series F Preferred Unit” has the meaning assigned to the term “Series F Preferred Unit” in the VEREIT Partnership Agreement.
VEREIT Partnership Unit” has the meaning assigned to the term “Partnership Unit” in the VEREIT Partnership Agreement.
VEREIT REIT Counsel” means Goodwin Procter LLP.
VEREIT RSU Award” means an award of restricted stock units that corresponds to a number of shares of VEREIT Common Stock granted under the VEREIT Equity Plans.
VEREIT Series F Preferred Stock” means the 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, of VEREIT.
VEREIT Stock Option” means each option to purchase shares of VEREIT Common Stock granted under the VEREIT Equity Plans.
Willful Breach” means a deliberate and willful act or a deliberate and willful failure to act, in each case, which action or failure to act (as applicable) occurs with the actual knowledge that such act or failure to act constitutes or would result in a material breach of this Agreement, regardless of whether breaching was the intent and object of the act or the failure to act, and which in fact does cause a material breach of this Agreement.

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Window Period End Time” means, with respect to a Qualified Bidder, the later of (a) 11:59 p.m. (New York time) on June 13, 2021December 14, 2023 and (b) 11:59 p.m. (New York time) on the first (1st) Business Day after the end of any Notice Period (including any extensions thereof pursuant to Section 5.4(b)(iv))) with respect to a Superior Proposal by such Qualified Bidder for which such Notice Period commenced on or prior to June 13, 2021.December 14, 2023.
[Remainder of this page intentionally left blank]
 
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IN WITNESS WHEREOF, VEREIT, VEREIT OP, Realty Income, Merger Sub 1the Company, Parent, and Merger Sub 2 have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first set forth above.
VEREIT,SPIRIT REALTY CAPITAL, INC.
By:
/s/ Glenn J. RufranoJackson Hsieh
Name:   Glenn J. RufranoJackson Hsieh
Title:
Title:
Chief Executive Officer
VEREIT OPERATING PARTNERSHIP, L.P.
By:
VEREIT
its sole general partner and President
By:
/s/ Glenn J. Rufrano
Name: Glenn J. Rufrano
Title: Chief Executive Officer
REALTY INCOME CORPORATION
By:
/s/ Sumit Roy
Name:   Sumit Roy
Title:
Title:
President, Chief Executive Officer
RAMS
SAINTS MD SUBSIDIARY, I, INC.
By:
/s/ Sumit Roy
Name:   Sumit Roy
Title:
Title:
President, Chief Executive Officer
RAMS ACQUISITION SUB II, LLC.
By:
/s/ Sumit Roy
Name: Sumit Roy
Title: President, Chief Executive Officer
[Signature Page to Agreement and Plan of Merger]Merger Agreement]
 
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EXHIBIT A
By mutual agreement, Realty Income and VEREIT may further modify the terms set forth in this Exhibit A to facilitate the objectives contemplated thereby.
Preliminary Matters
OfficeCoOfficeCo will be a Maryland corporation that is initially a wholly owned direct or indirect subsidiary of Realty Income, or, subject to the consent of VEREIT (not to be unreasonably withheld, conditioned or delayed), VEREIT.
Separation
The “Separation” shall mean the separation of OfficeCo from Realty Income following the transfer to OfficeCo of the OfficeCo Business, in accordance with the terms of this Exhibit A and the Agreement.
OfficeCo Distribution
The Separation will be effectuated by a pro rata distribution (the “OfficeCo Distribution”) of all of the outstanding shares of OfficeCo common stock to the stockholders of Realty Income pursuant to the Form 10. Realty Income may elect to retain, cause an Affiliate to retain, or sell to a third party, a class of non-voting stock of OfficeCo.
Actions To Be Taken Prior to The Separation and The OfficeCo Distribution
OfficeCo Business
Realty Income, VEREIT and their respective Subsidiaries will cooperate and use reasonable best efforts to transfer, following the consummation of the Merger and prior to the Separation, and in accordance with the Reorganization Plan, the office real properties of Realty Income and VEREIT (and their respective Subsidiaries) and certain other identified assets that are listed on Schedule A of the Realty Income Disclosure Schedule (the “OfficeCo Properties”), as well as the material assets primarily related to those properties and material liabilities to the extent related to those properties (including any OfficeCo Financing, the “OfficeCo Business”), unless Realty Income, after consultation with and good faith consideration of any comments from VEREIT, elects to exclude any such OfficeCo Properties, assets or liabilities from the OfficeCo Business.
Realty Income, after consultation with and good faith consideration of any comments from VEREIT, may elect to include certain additional properties, assets or liabilities of VEREIT, Realty Income or its Subsidiaries.
Reorganization Plan
Realty Income, VEREIT and their respective Subsidiaries will cooperate and Realty Income shall, following consultation with and good faith consideration of any comments from VEREIT, as promptly as practicable, determine a reorganization plan (as may be amended, the “Reorganization Plan”) to effectuate the transfer of the OfficeCo Business to OfficeCo or Subsidiaries thereof.
Separation Documents
Realty Income, VEREIT and OfficeCo, and/or, as applicable, their respective Subsidiaries, will enter into a Separation and Distribution Agreement that will govern the rights and responsibilities of each party with respect to its relationship with the other following the Separation, including with respect to the allocation of assets and liabilities, cross-indemnification and other separation matters, in each case, on such terms as determined by Realty Income, after consultation with and good faith consideration of any comments from VEREIT.
In addition, Realty Income, VEREIT and OfficeCo, or their respective Subsidiaries, will enter into other customary agreements to the extent appropriate to address tax matters, employee matters, transition services and other terms of the Separation and the OfficeCo Distribution, in each case, on such terms as determined by Realty Income, after consultation with and good faith consideration of any comments from VEREIT.

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Financing and Capital Structure
Realty Income and its Subsidiaries will use reasonable best efforts to procure, adequate financing for the capitalization of OfficeCo, as determined by Realty Income, after consultation with and good faith consideration of any comments from VEREIT (the “OfficeCo Debt Financing”), including the transfer to or assumption by OfficeCo or a Subsidiary thereof of mortgages related to OfficeCo Properties to be determined by Realty Income. VEREIT and its Subsidiaries will cooperate with respect to the OfficeCo Debt Financing on such terms as set forth in, and subject to, Section 5.14 of the Merger Agreement (other than with respect to the transfer to or assumption by OfficeCo or a Subsidiary thereof of mortgages related to OfficeCo Properties, which cooperation shall be on such terms as set forth in, and subject to, Section 5.15 of the Merger Agreement).
Governance and Management
OfficeCo’s certificate of incorporation and bylaws will be amended and restated in connection with consummation of the Separation and the OfficeCo Distribution to contain terms and provisions customary for a publicly traded REIT.
Prior to consummation of the Separation and the OfficeCo Distribution, Realty Income will, after consultation with and good faith consideration of any comments from VEREIT, identify and designate (i) individuals to serve on OfficeCo’s board of directors and committees thereof, and (ii) individuals to serve as executive officers of OfficeCo.
Stock ExchangeVEREIT and Realty Income and their respective Subsidiaries will use reasonable best efforts to cause the shares of OfficeCo’s common stock to be listed for trading on a nationally recognized U.S. stock exchange, to be selected by Realty Income.
Form 10VEREIT and Realty Income and their respective Subsidiaries will cooperate and use reasonable best efforts to prepare and cause the Form 10 to be filed with and declared effective by the SEC as promptly as practicable.
Corporate ApprovalsVEREIT and Realty Income and their respective Subsidiaries will cooperate and use reasonable best efforts to procure the requisite corporate and other approvals required to consummate the Separation and the OfficeCo Distribution, including the approval and declaration by the Realty Income board of directors of the OfficeCo Distribution.
Solvency Opinion
Realty Income will engage a reputable solvency expert to provide a customary solvency and surplus opinion with respect to Realty Income’s declaration and payment of the OfficeCo Distribution, if deemed necessary by Realty Income.
In furtherance of the foregoing, Realty Income and VEREIT will cooperate to provide such information, projections and analyses as may be required by the solvency expert in order to render such opinion.
Third Party Consents and Approvals
VEREIT and Realty Income and their respective Subsidiaries will cooperate and use reasonable best efforts to obtain any Consents required with respect to the Separation and the OfficeCo Distribution in accordance with the Reorganization Plan.
VEREIT and Realty Income will reasonably cooperate and seek to (i) minimize any fees or costs related to obtaining any such Consents, and (ii) cause such Consents, fees or costs to be contingent on and payable after the consummation of the Merger.

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Annex B
[MISSING IMAGE: lh_moeliscompany-4c.jpg]
April 28, 2021
Board of Directors
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Members of the Board:
You have requested our opinion as to the fairness, from a financial point of view, to Realty Income Corporation (the “Company”) of the Exchange Ratio (as defined below) set forth in the Agreement and Plan of Merger (the “Agreement”) to be entered into by and among the Company, Rams MD Subsidiary I, Inc., a wholly owned subsidiary of the Company (“Merger Sub 1”), Rams Acquisition Sub II, LLC, a wholly owned subsidiary of the Company (“Merger Sub 2”), VEREIT, Inc. (the “Target”), and VEREIT Operating Partnership, L.P. (“Target OP”). As more fully described in the Agreement, (a) Merger Sub 2 will be merged with and into Target OP (the “Partnership Merger”) and each issued and outstanding Vikings Partnership Common Unit (as defined in the Agreement), other than Vikings Partnership Common Units owned by the Target, will be converted into the right to receive 0.705 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share (“Company Common Stock”), of the Company and (b) immediately following the Partnership Merger, the Target will be merged with and into Merger Sub 1 (the “Transaction”) and each issued and outstanding share of common stock, par value $0.01 per share (“Target Common Stock”), of the Target will be converted into the right to receive a number of newly issued shares of Company Common Stock equal to the Exchange Ratio. We further understand that, pursuant to or as contemplated by the Agreement, the Company and the Target plan to undertake a series of steps to separate selected office properties of the Company and the Target into a newly formed company (“SpinCo”) and distribute, subject to and except as contemplated by the Agreement, all of the outstanding shares of common stock of SpinCo to the holders of Company Common Stock following the consummation of the Transaction (such series of steps and distributions, the “Separation Transactions”).
In arriving at our opinion, we have, among other things: (i) reviewed certain publicly available business and financial information relating to the Target and the Company; (ii) reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of the Target furnished to us by the Target and the Company, including financial forecasts provided to or discussed with us by the management of the Company (the “Company Projections for the Target”); (iii) reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company furnished to us by the Company, including financial forecasts provided to or discussed with us by the management of the Company (the “Company Projections”); (iv) reviewed certain information relating to the capitalization (including incentive equity) of the Company and the Target provided to us by the Company and the Target and discussed with us by the management of the Company; (v) participated in discussions with members of the senior managements and representatives of the Company and the Target concerning the information described in clauses (i) through (iv) of this paragraph, as well as the businesses and prospects of the Company and the Target generally; (vi) reviewed publicly available financial and stock market data of certain other companies in lines of business that we deemed relevant; (vii) reviewed a draft, dated April 28, 2021, of the Agreement; (viii) participated in certain discussions and negotiations among representatives of the Company and the Target and their advisors; and (ix) conducted such other financial studies and analyses and took into account such other information as we deemed appropriate.
In connection with our review, we have, with your consent, relied on the information supplied to, discussed with or reviewed by us for purposes of this opinion being complete and accurate in all material respects. We

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have not assumed any responsibility for independent verification of, and we did not independently verify, any of such information. With your consent, we have relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts referred to above, including the Company Projections for the Target and the Company Projections, we have assumed, at your direction, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the Target and the Company, respectively. At your direction, we have assumed that the financial forecasts referred to above, including the Company Projections for the Target and the Company Projections, are a reasonable basis upon which to evaluate the Target, the Company and the Transaction, and at your direction we have relied upon the financial forecasts for purposes of our analyses and this opinion. We express no views as to the reasonableness of any financial forecasts or the assumptions on which they are based. In addition, with your consent, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off balance-sheet, or otherwise) of the Target or the Company, nor have we been furnished with any such evaluation or appraisal.
Our opinion does not address the Company’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company and does not address any legal, regulatory, tax or accounting matters. At your direction, we have not been asked to, nor do we, offer any opinion as to any terms of the Agreement or any aspect or implication of the Transaction, except for the fairness to the Company from a financial point of view of Exchange Ratio. In that regard, our opinion does not address the Separation Transactions or any aspect or implication thereof. We are also not expressing any opinion as to what the value of shares of Company Common Stock actually will be when issued pursuant to the Transaction or the prices at which shares of Target Common Stock or Company Common Stock may trade at any time. In addition, for purposes of our analyses and this opinion we have, at your direction, assumed that the final executed form of the Agreement will not differ in any respect material to our analysis from the draft that we have reviewed, that the Transaction will be consummated in accordance with its terms without any waiver or modification that could be material to our analysis, and that the parties to the Agreement will comply with all the material terms of the Agreement. We have assumed, with your consent, that all governmental, regulatory or other consents or approvals necessary for the completion of the Transaction will be obtained, except to the extent that could not be material to our analysis. In addition, representatives of the Company have advised us and we have assumed, with your consent, that the Transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, and we assume no responsibility to update this opinion for developments occurring or coming to our attention after the date hereof.
We have acted as your financial advisor in connection with the Transaction and will receive a fee for our services, the principal portion of which is contingent upon the consummation of the Transaction. We also became entitled to receive a fee upon having substantially completed our work necessary to deliver this opinion, without regard to the conclusion reached herein. Our affiliates, employees, officers and partners may at any time own securities (long or short) of the Company and the Target. We are currently providing investment banking services to the Company in connection with the Separation Transactions and potential alternatives thereto. We have also provided investment banking and other services to the Company unrelated to the Transaction and in the future may provide such services to the Company and have received and may receive compensation for such services. We may, in the future, provide investment banking or other services unrelated to the Transaction to the Target and may receive compensation for such services. In the past two years prior to the date hereof, we acted as, among other things, a co-manager in various equity and debt offerings undertaken by the Company.
This opinion is for the use and benefit of the Board of Directors of the Company (solely in its capacity as such) in its evaluation of the Transaction. This opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Transaction or any other matter. This opinion does not address the fairness of the Transaction or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of the Company or the

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Target. In addition, we do not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transaction, or any class of such persons, whether relative to the Exchange Ratio or otherwise. This opinion was approved by a Moelis & Company LLC fairness opinion committee.
Based upon and subject to the foregoing, it is our opinion that, as the date hereof, the Exchange Ratio in the Transaction pursuant to the Agreement is fair from a financial point of view to the Company.
Very truly yours,
MOELIS & COMPANY LLC

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Annex CExhibit A
[MISSING IMAGE: lg_jpmorgan-4c.jpg]Form of Articles Supplementary of Parent Series A Preferred Stock

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REALTY INCOME CORPORATION
ARTICLES SUPPLEMENTARY
6,900,000 SHARES OF
6.000% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
Realty Income Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST:   Pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by Article VI of the charter of the Corporation (the “Charter”) and Sections 2-105 and 2-208 of the Maryland General Corporation Law (the “MGCL”), the Board of Directors, by duly adopted resolutions, classified and designated 6,900,000 shares of authorized but unissued preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”), as shares of 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.
Section 1.   Designation and Number.   A series of Preferred Stock, designated the “6.000% Series A Cumulative Redeemable Preferred Stock” ​(the “Series A Preferred Stock”), is hereby established. The number of shares of Series A Preferred Stock initially shall be 6,900,000.
Section 2.   Rank.   The Series A Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, rank: (a) senior to all classes or series of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and all classes or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the Series A Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation; (b) on parity with any class or series of capital stock of the Corporation expressly designated as ranking on parity with the Series A Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and (c) junior to any class or series of capital stock of the Corporation expressly designated as ranking senior to the Series A Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation. The term “capital stock” does not include convertible or exchangeable debt securities, which will rank senior to the Series A Preferred Stock prior to conversion or exchange. The Series A Preferred Stock will also rank junior in right of payment to the Corporation’s existing and future debt obligations.
Section 3.   Dividends.
(a)   Subject to the preferential rights of the holders of any class or series of capital stock of the Corporation ranking senior to the Series A Preferred Stock as to dividends, the holders of shares of the Series A Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 6.000% per annum of the $25.00 liquidation preference per share of the Series A Preferred Stock (equivalent to a fixed annual amount of $1.50 per share of the Series A Preferred Stock). Such

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dividends shall accrue and be cumulative from and including [      ], 202[      ]2 (the “Original Issue Date”) and shall be payable quarterly in arrears on each Dividend Payment Date (as defined below), commencing [      ], 202[      ];3provided, however, that if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid, at the Corporation’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the Series A Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day  months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series A Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series A Preferred Stock that is outstanding on such date. “Dividend Record Date” shall mean the date designated by the Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the last calendar day of each March, June, September and December, commencing on [      ], 202[      ].4Dividend Period” shall mean the respective periods commencing on and including the first day of January, April, 28, 2021July and October of each year and ending on, and including, the last day of March, June, September and December (other than the Dividend Period during which any shares of Series A Preferred Stock shall be redeemed pursuant to Section 5 or Section 6 hereof, which shall end on and include the day preceding the redemption date with respect to the shares of Series A Preferred Stock being redeemed).
The term “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.
(b)   Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock shall accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are authorized or declared.
(c)   Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common Stock or shares of any other class or series of capital stock of the Corporation ranking, as to dividends, on parity with or junior to the Series A Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the Series A Preferred Stock as to payment of dividends and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up) for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of the Corporation ranking, as to payment of dividends and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, on parity with or junior to the Series A Preferred Stock be redeemed, purchased
2
To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend).
3
To be the first dividend payment date after the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend).
4
To be the first dividend payment date after the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend).

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or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Corporation (except by conversion into or exchange for other shares of any class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock as to payment of dividends and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, and except for the acquisition of shares made pursuant to the provisions of Article VII of the Charter or Section 9 hereof), unless full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.
(d)   When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series A Preferred Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series A Preferred Stock, all dividends declared upon the Series A Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the Series A Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series A Preferred Stock and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such other class or series of capital stock for prior Dividend Periods if such other class or series of capital stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears.
(e)   Holders of shares of Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends on the Series A Preferred Stock as provided herein. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain payable. Accrued but unpaid dividends on the Series A Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable.
Section 4.   Liquidation Preference.
(a)   Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, as to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock

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will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
(b)   In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the Corporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.
Section 5.   Redemption.
(a)   Shares of Series A Preferred Stock shall not be redeemable prior to [      ], 202[      ]5 except as set forth in Section 6 hereof or to preserve the status of the Corporation as a REIT (as defined in Section 9(a) hereof) for United States federal income tax purposes. In addition, the Series A Preferred Stock shall be subject to the provisions of Section 9 hereof pursuant to which Series A Preferred Stock owned by a stockholder in excess of the Series A Ownership Limit (as defined in Section 9(a) hereof) shall automatically be transferred to a Trust (as defined in Section 9(a) hereof) for the exclusive benefit of a Charitable Beneficiary (as defined in Section 9(a) hereof).
(b)   On and after [      ], 202[      ],6 the Corporation, at its option, upon not fewer than 30 or more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not authorized or declared) thereon up to but not including the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Redemption Right”). If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Corporation. If redemption is to be by lot and, as a result, any holder of shares of Series A Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the Series A Ownership Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(b)(vii) hereof, because such holder’s shares of Series A Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Corporation shall redeem the requisite number of shares of Series A Preferred Stock of such holder such that no holder will hold an amount of Series A Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption. Holders of Series A Preferred Stock to be redeemed shall surrender such Series A Preferred Stock at the place, or in accordance with the book-entry procedures, designated in such notice and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series A Preferred Stock has been given (in the case of a redemption of the Series A Preferred Stock other than to preserve the status of the Corporation as a REIT), (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as
5
To insert Effective Date of Merger.
6
To insert Effective Date of Merger.

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the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(c)   In the event of any redemption of the Series A Preferred Stock in order to preserve the status of the Corporation as a REIT for United States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of these Articles Supplementary. If the Corporation calls for redemption of any shares of Series A Preferred Stock pursuant to and in accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share together with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d)   Unless full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series A Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock or any class or series of capital stock of the Corporation ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation, on parity with or junior to the Series A Preferred Stock (except by conversion into or exchange for shares of capital stock of the Corporation ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Series A Preferred Stock, or any other class or series of capital stock of the Corporation ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation, on parity with or junior to the Series A Preferred Stock, by the Corporation in accordance with the terms of Sections 5(c) and 9 of these Articles Supplementary or otherwise, in order to ensure that the Corporation remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock.
(e)   Notice of redemption pursuant to the Redemption Right will be mailed by the Corporation, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the transfer records of the Corporation. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series A Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on such redemption date; and (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. Notwithstanding anything else to the contrary in these Articles Supplementary, the Corporation shall not be required to provide notice to the holder of Series A Preferred Stock in the event such holder’s Series A Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of these Articles Supplementary to preserve the Corporation’s status as a REIT.
(f)   If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series A Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each holder of Series A Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the Corporation shall make no

A-A-6


payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption has been given.
(g)   All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class.
(h)   The Series A Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption; provided, however, that the Series A Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6.   Special Optional Redemption by the Corporation.
(a)   Upon the occurrence of a Change of Control (as defined below), the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of the Corporation, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date (as defined below), the Corporation has provided or provides notice of redemption with respect to the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 8 of these Articles Supplementary.
A “Change of Control” is when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing:
(i)   the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Corporation entitling that person to exercise more than 50% of the total voting power of all stock of the Corporation entitled to vote generally in the election of the Corporation’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii)   following the closing of any transaction referred to in (i) above, neither the Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE American (the “NYSE American”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or NASDAQ.
(b)   In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on the redemption date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to

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tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Corporation. If such redemption pursuant to the Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of Series A Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the Series A Ownership Limit (as defined in Section 9(a) hereof), or such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(b)(vii) hereof, because such holder’s shares of Series A Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter, the Corporation shall redeem the requisite number of shares of Series A Preferred Stock of such holder such that no holder will hold an amount of Series A Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
(c)   If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(d)   The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e)   All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class.
Section 7.   Voting Rights.
(a)   Holders of the Series A Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b)   Whenever dividends on any shares of Series A Preferred Stock shall be in arrears for six or more consecutive or non-consecutive quarterly periods (a “Preferred Dividend Default”), the holders of such Series A Preferred Stock (voting separately as a class together with holders of all other classes or series of preferred stock of the Corporation ranking on parity with the Series A Preferred Stock with respect to payment of dividends and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable (“Parity Preferred”)) shall be

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entitled to vote for the election of a total of two additional directors of the Corporation (the “Preferred Directors”) until all dividends accumulated on such Series A Preferred Stock and Parity Preferred for the past Dividend Periods shall have been fully paid. In such case, the entire Board of Directors will be increased by two directors.
(c)   The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A) a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Corporation’s next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days of the date fixed for the Corporation’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series A Preferred Stock and each such class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series A Preferred Stock shall be considered timely made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be any prior quarterly Dividend Periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d)   At any time when such voting rights shall have vested, a proper officer of the Corporation shall call or cause to be called, upon written request of holders of record of at least 10% of the outstanding shares of Series A Preferred Stock and Parity Preferred, a special meeting of the holders of Series A Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders of the Series A Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the Series A Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series A Preferred Stock and Parity Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders of one-third of the Series A Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of the Series A Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a majority of the holders of the Series A Preferred Stock and Parity Preferred voting as a single class present in person or by proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special meeting has been held, the Corporation shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination to holders of the Series A Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e)   If and when all accumulated dividends on such Series A Preferred Stock and all classes or series of Parity Preferred for the past Dividend Periods shall have been fully paid, the right of the holders of Series A Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series A Preferred Stock and the Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 7(b) hereof (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of

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the outstanding Series A Preferred Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
(f)   So long as any shares of Series A Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of the shares of Series A Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting together as a single class) will be required to: (i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation (collectively, “Senior Capital Stock”) or reclassify any authorized shares of capital stock of the Corporation into such capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such Senior Capital Stock; or (ii) amend, alter or repeal the provisions of the Charter, including the terms of the Series A Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock; providedhowever, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series A Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event set forth in (ii) above, the Corporation may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of Series A Preferred Stock, and in such case such holders shall not have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series A Preferred Stock receive the greater of the full trading price of the Series A Preferred Stock on the date of an Event set forth in (ii) above or the $25.00 liquidation preference per share of the Series A Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above, then such holders shall not have any voting rights with respect to the Events set forth in (ii) above. If any Event set forth in (ii) above would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock disproportionately relative to other classes or series of Parity Preferred, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series A Preferred Stock, voting separately as a class, will also be required. Holders of shares of Series A Preferred Stock shall not be entitled to vote with respect to (A) any increase in the total number of authorized shares of Common Stock or Preferred Stock of the Corporation, or (B) any increase in the number of authorized shares of Series A Preferred Stock or the creation or issuance of any other class or series of capital stock, or (C) any increase in the number of authorized shares of any other class or series of capital stock, in each case referred to in clause (A), (B) or (C) above ranking on parity with or junior to the Series A Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation. Except as set forth herein, holders of the Series A Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series A Preferred Stock shall not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate action or Event may have upon the powers, preferences, voting power or other rights or privileges of the Series A Preferred Stock.
(g)   The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h)   In any matter in which the Series A Preferred Stock may vote (as expressly provided herein), each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference.
Section 8.   Conversion.   The shares of Series A Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation, except as provided in this Section 8.
(a)   Upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock shall have the right, unless, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem the Series A Preferred Stock pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series A Preferred Stock held by

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such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Common Stock per share of Series A Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 4.51957 (the “Share Cap”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change of Control Conversion Right shall not exceed 31,185,064 shares of Common Stock in total (or equivalent Alternative Conversion Consideration, as applicable)(the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.
The “Change of Control Conversion Date” shall be a Business Day set forth in the notice of Change of Control provided in accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Corporation provides such notice pursuant to Section 8(c).
The “Common Stock Price” shall be (i) if the consideration to be received in the Change of Control by the holders of Common Stock is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the Change of Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC

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or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common Stock is not then listed for trading on a U.S. securities exchange.
(b)   No fractional shares of Common Stock shall be issued upon the conversion of Series A Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c)   Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series A Preferred Stock at their addresses as they appear on the Corporation’s share transfer records and notice shall be provided to the Corporation’s transfer agent. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series A Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control Conversion Date; (vi) that if, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem all or any portion of the Series A Preferred Stock, the holder will not be able to convert shares of Series A Preferred Stock designated for redemption and such shares of Series A Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock; (viii) the name and address of the paying agent and the conversion agent; and (ix) the procedures that the holders of Series A Preferred Stock must follow to exercise the Change of Control Conversion Right.
(d)   The Corporation shall issue a press release for publication on the Dow Jones & Corporation, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Corporation’s website, in any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Section 8(c) above to the holders of Series A Preferred Stock.
(e)   In order to exercise the Change of Control Conversion Right, a holder of shares of Series A Preferred Stock shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Corporation’s transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date; (ii) the number of shares of Series A Preferred Stock to be converted; and (iii) that the shares of Series A Preferred Stock are to be converted pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series A Preferred Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Corporation (“DTC”).
(f)   Holders of Series A Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the Corporation’s transfer agent prior to the close of business on the Business Day prior to the Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series A Preferred Stock; (ii) if certificated shares of Series A Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series A Preferred Stock; and (iii) the number of shares of Series A Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares of Series A Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
(g)   Shares of Series A Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion Date, the

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Corporation has provided or provides notice of its election to redeem such shares of Series A Preferred Stock, whether pursuant to its Redemption Right or Special Optional Redemption Right. If the Corporation elects to redeem shares of Series A Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series A Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h)   The Corporation shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of Control Conversion Date.
(i)   Notwithstanding anything to the contrary contained herein, no holder of shares of Series A Preferred Stock will be entitled to convert such shares of Series A Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Article VII of the Charter) of shares of Common Stock of the Corporation in excess of the Ownership Limit (as defined in Article VII of the Charter) or such other limit as permitted by the Board of Directors or a committee thereof pursuant to Article VII of the Charter.
Section 9.   Restrictions on Ownership and Transfer of Shares.
(a)   Definitions.   For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have the following meanings:
Beneficial Ownership” shall mean ownership of shares of Series A Preferred Stock by a Person, whether the interest in the shares of Series A Preferred Stock is held directly or indirectly (including by a nominee), and shall include interests that are actually owned or would be treated as owned through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Own,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.
Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.
Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.
Charitable Beneficiary” shall mean one or more beneficiaries of the Trust as determined pursuant to Section 9(c)(vi), provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.
Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute.
Constructive Ownership” shall mean ownership of shares of Series A Preferred Stock by a Person, whether the interest in the shares of Series A Preferred Stock is held directly or indirectly (including by a nominee), and shall include interests that are actually owned or would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Own,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.
Excepted Holder” shall mean a stockholder of the Corporation for whom an Excepted Holder Limit is created by the Board of Directors pursuant to Section 9(b)(vii).
Excepted Holder Limit” shall mean for each Excepted Holder, the percentage limit established by the Board of Directors for such Excepted Holder pursuant to Section 9(b)(vii), which limit may be expressed, in the discretion of the Board of Directors, as one or more percentages and/or numbers of shares of Capital Stock, and may apply with respect to one or more classes of Capital Stock or to all classes of Capital

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Stock in the aggregate, provided that the affected Excepted Holder agrees to comply with any requirements established by the Board of Directors pursuant to Section 9(b)(vii) and subject to adjustment pursuant to Section 9(b)(viii).
Individual” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the meaning of Section 509(a) of the Code, provided that, except as set forth in Section 856(h)(3)(A)(ii) of the Code, a trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code shall be excluded from this definition.
Initial Date” shall mean the date upon which these Articles Supplementary are accepted for record by the State Department of Assessments and Taxation of Maryland.
Market Price” on any date shall mean, with respect to the Series A Preferred Stock, the Closing Price for the Series A Preferred Stock on such date. The “Closing Price” on any date shall mean the last sale price for the Series A Preferred Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for the Series A Preferred Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if the Series A Preferred Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Series A Preferred Stock is listed or admitted to trading or, if the Series A Preferred Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system on which the Series A Preferred Stock is quoted, or if the Series A Preferred Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Series A Preferred Stock selected by the Board of Directors or, in the event that no trading price is available for the Series A Preferred Stock, the fair market value of the Series A Preferred Stock, as determined in good faith by the Board of Directors.
Ownership Limit” has the meaning set forth in Article VII of the Charter.
NYSE” shall mean the New York Stock Exchange.
Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust, association, joint stock company or other entity.
Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Section 9(b)(i), would Beneficially Own or Constructively Own shares of Series A Preferred Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 5.7 of the Charter that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Series A Preferred Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.
Series A Ownership Limit” shall mean 9.8% (in value or in number of shares, whichever is more restrictive, and subject to adjustment from time to time by the Board of Directors in accordance with Section 9(b)(viii)) of the aggregate of the outstanding shares of Series A Preferred Stock, excluding any such outstanding Series A Preferred Stock which is not treated as outstanding for federal income tax purposes. Notwithstanding the foregoing, for purposes of determining the percentage ownership of Series A Preferred Stock by any Person, shares of Series A Preferred Stock that are treated as Beneficially Owned or Constructively Owned by such Person shall be deemed to be outstanding. The number and value of shares of outstanding Series A Preferred Stock of the Corporation shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

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Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire, or change its level of, Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Series A Preferred Stock or the right to vote or receive dividends on Series A Preferred Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Series A Preferred Stock or any interest in Series A Preferred Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Series A Preferred Stock; in each case, whether voluntary or involuntary, whether owned of record, Beneficially Owned or Constructively Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.
Trust” shall mean any trust provided for in Section 9(c)(i).
Trustee” shall mean the Person unaffiliated with the Corporation and any Prohibited Owner, that is appointed by the Corporation to serve as trustee of the Trust.
(b)   Series A Preferred Stock.
(i)   Ownership Limitations.   Prior to the Restriction Termination Date, but subject to Section 9(d):
(A)   Basic Restrictions.
(i)   The Series A Preferred Stock constitutes a class or series of Preferred Stock, and Preferred Stock constitutes Capital Stock of the Corporation. Therefore, the Series A Preferred Stock, being Capital Stock, shall be subject to all restrictions and limitations on the Transfer and ownership of Capital Stock set forth in the Charter and applicable to Capital Stock. In addition, (1) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Series A Preferred Stock in excess of the Series A Ownership Limit and (2) no Excepted Holder shall Beneficially Own or Constructively Own shares of Series A Preferred Stock in excess of the Excepted Holder Limit for such Excepted Holder.
(ii)   No Person shall Beneficially or Constructively Own shares of Series A Preferred Stock to the extent that, taking into account other Capital Stock of the Corporation Beneficially or Constructively Owned by such Person, such Beneficial or Constructive Ownership of shares of Series A Preferred Stock could result in, (A) the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or (B) otherwise failing to qualify as a REIT (including but not limited to Beneficial or Constructive Ownership that could result in the Corporation Constructively Owning an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant, taking into account any other income of the Corporation that would not qualify under the gross income requirements of Section 856(c) of the Code, would cause the Corporation to fail to satisfy any of such gross income requirements).
(iii)   Any Transfer of shares of Series A Preferred Stock that, if effective, would result in the Capital Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Series A Preferred Stock.
Without limitation of the application of any other provision of this Section 9, it is expressly intended that the restrictions on ownership and Transfer described in this Section 9(b)(i) shall apply to restrict the rights of any members or partners in limited liability companies or partnerships to exchange their interest in such entities for shares of Capital Stock of the Corporation.
(B)   Transfer in Trust.   If any Transfer of shares of Series A Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) occurs which, if effective,

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would result in any Person Beneficially Owning or Constructively Owning shares of Series A Preferred Stock in violation of Section 9(b)(i)(A)(i) or (ii):
(i)   then that number of shares of the Series A Preferred Stock, the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 9(b)(i)(A)(i) or (ii) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or
(ii)   if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 9(b)(i)(A)(i) or (ii), then the Transfer of that number of shares of Series A Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i)(A)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Series A Preferred Stock.
(iii)   In determining which shares of Series A Preferred Stock are to be transferred to a Trust in accordance with this Section 9(b)(i)(B) and Section 9(c) hereof, shares shall be so transferred to a Trust in such manner as minimizes the aggregate value of the shares that are transferred to the Trust (except as provided in Section 9(b)(vi)) and, to the extent not inconsistent therewith, on a pro rata basis (unless otherwise determined by the Board of Directors in its sole and absolute discretion). To the extent that, upon a transfer of shares of Series A Preferred Stock pursuant to this Section 9(b)(i)(B), a violation of any provision of Section 9(b)(i)(A) would nonetheless be continuing (as, for example, where the ownership of shares of Series A Preferred Stock by a single Trust would result in the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Persons), then shares of Series A Preferred Stock shall be transferred to that number of Trusts, each having a Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 9(b)(i)(A) hereof.
(ii)   Remedies for Breach.   If the Board of Directors shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 9(b)(i) or that a Person intends or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Series A Preferred Stock in violation of Section 9(b)(i) (whether or not such violation is intended), the Board of Directors or a committee thereof shall take such action as it deems advisable, in its sole and absolute discretion, to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided,however, that any Transfer or attempted Transfer or other event in violation of Section 9(b)(i) shall automatically result in the transfer to the Trust described above, or, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof.
(iii)   Notice of Restricted Transfer.   Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Series A Preferred Stock that will or may violate Section 9(b)(i)(A) or any Person who would have owned shares of Series A Preferred Stock that resulted in a transfer to the Trust pursuant to the provisions of Section 9(b)(i)(B) shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.
(iv)   Owners Required To Provide Information.   Prior to the Restriction Termination Date, each Person who is a Beneficial Owner or Constructive Owner of shares of Series A Preferred Stock and each Person (including the stockholder of record) who is holding shares of Series A Preferred Stock for a Beneficial or Constructive Owner shall, on demand, provide to the Corporation in writing such information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership or Constructive Ownership on the Corporation’s status as a REIT and to ensure compliance with the Series A Ownership

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Limit and the other restrictions set forth herein, and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.
(v)   Remedies Not Limited.   Subject to Section 5.7 of the Charter, nothing contained in this Section 9(b) shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders in preserving the Corporation’s status as a REIT.
(vi)   Ambiguity.   In the case of an ambiguity in the application of any of the provisions of this Section 9, including Section 9(b) Section 9(c), or any definition contained in Section 9(a) or any defined term used in this Section 9 but defined elsewhere in these Articles Supplementary or the Charter, the Board of Directors shall have the power to determine the application of the provisions of this Section 9 with respect to any situation based on the facts known to it. In the event Section 9(b) or Section 9(c) requires an action by the Board of Directors and these Articles Supplementary and the Charter fail to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 9(a), Section 9(b) or Section 9(c).
(vii)   Exceptions.
(A)   Subject to Section 9(b)(i)(A)(ii), the Board of Directors, subject to the directors’ duties under applicable law, may retroactively exempt and shall prospectively exempt a Person from the Series A Ownership Limit, and, if necessary, shall establish or increase an Excepted Holder Limit for such Person, if the Board of Directors determines, based on such representations, covenants and undertakings from such Person to the extent required by the Board of Directors, and as are necessary or prudent to ascertain, as determined by the Board of Directors in its sole discretion, that such exemption could not cause or permit:
(i)   five or fewer Individuals to Beneficially Own more than 49% in value of the outstanding Capital Stock (taking into account the then current Series A Ownership Limit or Ownership Limit, any then existing Excepted Holder Limits, and the Excepted Holder Limit of such Person); or
(ii)   the Corporation to Constructively Own an interest in any tenant of the Corporation or any tenant of any entity directly or indirectly owned, in whole or in part, by the Corporation (for this purpose, the Board of Directors may determine in its sole and absolute discretion that a tenant shall not be treated as a tenant of the Corporation if (a) the Corporation could not Constructively Own more than a 9.9% interest (that is described in Section 856(d)(2)(B) of the Code) in any such tenant; or (b) the Corporation (directly, or through an entity directly or indirectly owned, in whole or in part, by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue from such tenant such that, in the opinion of the Board of Directors, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT).
(B)   Prior to granting any exception pursuant to Section 9(b)(vii)(A), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole and absolute discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.
(C)   Subject to Section 9(b)(i)(A)(ii), an underwriter which participates in a public offering or a private placement of Series A Preferred Stock (or securities convertible into or exchangeable for Series A Preferred Stock) may Beneficially Own or Constructively Own shares of Series A Preferred Stock (or securities convertible into or exchangeable for Series A Preferred Stock) in excess of the Series A Ownership Limit, but only to the extent necessary to facilitate such public offering or private placement.
(D)   The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Series A Ownership Limit.

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(viii)   Increase or Decrease in Series A Ownership Limit.   Subject to Section 9(b)(i)(A)(ii) and the rest of this Section 9(b)(vii), the Board of Directors may, in its sole and absolute discretion, from time to time increase or decrease the Series A Ownership Limit for one or more Persons; provided, however, that a decreased Series A Ownership Limit will not be effective for any Person who Beneficially Owns or Constructively Owns, as applicable, shares of Series A Preferred Stock in excess of such decreased Series A Ownership Limit at the time such limit is decreased, until such time as such Person’s Beneficial Ownership or Constructive Ownership of shares of Series A Preferred Stock, as applicable, equals or falls below the decreased Series A Ownership Limit, but any further acquisition of shares of Series A Preferred Stock or increased Beneficial Ownership or Constructive Ownership of shares of Series A Preferred Stock, during the period that such decreased Series A Ownership Limit is not effective with respect to such Person, will be in violation of the Series A Ownership Limit and, provided further, that the new Series A Ownership Limit (taking into account any then existing Excepted Holder Limits to the extent appropriate as determined by the Corporation) would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding Capital Stock.
(ix)   Legend.   Each certificate representing shares of Series A Preferred Stock, if any, shall bear substantially the following legend, in addition to any other legend that may be required in order to comply with applicable federal and state laws:
The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Articles Supplementary for the Series A Preferred Stock, (i) no Person may Beneficially or Constructively Own shares of the Corporation’s Series A Preferred Stock in excess of the Series A Ownership Limit unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own Series A Preferred Stock that, taking into account other Capital Stock of the Corporation Beneficially or Constructively Owned by such Person, would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iii) no Person may Transfer shares of Series A Preferred Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Series A Preferred Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Series A Preferred Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership set forth in (i) and (ii) above are violated, the shares of Series A Preferred Stock in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may take other actions, including redeeming shares upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Articles Supplementary for the Series A Preferred Stock, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Series A Preferred Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office.
Instead of the foregoing legend, a certificate may state that the Corporation will furnish a full statement about certain restrictions on ownership and transfer of the shares to a stockholder on request and without charge.
(c)   Transfer of Series A Preferred Stock in Trust.
(i)   Ownership in Trust.   Upon any purported Transfer or other event described in Section 9(b)(i)(B) that would result in a transfer of shares of Series A Preferred Stock to a Trust, such shares of Series A Preferred Stock shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee

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shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 9(b)(i)(B). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 9(c)(vi).
(ii)   Status of Shares Held by the Trustee.   Shares of Series A Preferred Stock held by the Trustee shall be issued and outstanding shares of Series A Preferred Stock of the Corporation. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Trust. The Prohibited Owner shall have no claim, cause of action, or any other recourse whatsoever against the purported transferor of such Series A Preferred Stock.
(iii)   Dividend and Voting Rights.   The Trustee shall have all voting rights and rights to dividends or other distributions with respect to shares of Series A Preferred Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Corporation that the shares of Series A Preferred Stock have been transferred to the Trustee shall be paid by the recipient of such dividend or other distribution to the Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee. Any dividend or distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust and, subject to Maryland law, effective as of the date that the shares of Series A Preferred Stock have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole and absolute discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Series A Preferred Stock have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Section 9, until the Corporation has received notification that shares of Series A Preferred Stock have been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv)   Sale of Shares by Trustee.   Within 20 days of receiving notice from the Corporation that shares of Series A Preferred Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to a Person or Persons, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 9(b)(i)(A). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Trust and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Trust. The Trustee shall reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Series A Preferred Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.

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(v)   Purchase Right in Series A Preferred Stock Transferred to the Trustee.   Shares of Series A Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Trust (or, in the case of a gift, devise or other transaction, the Market Price at the time of such gift, devise or other transaction) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which has been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 9(c)(iii). The Corporation shall pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.
(vi)   Designation of Charitable Beneficiaries.   By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that the shares of Series A Preferred Stock held in the Trust would not violate the restrictions set forth in Section 9(b)(i)(A) in the hands of such Charitable Beneficiary. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Trustee before the automatic transfer provided for in Section 9(b)(i)(B)(i) shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment. The designation of a nonprofit organization as a Charitable Beneficiary shall not entitle such nonprofit organization to continue to serve in such capacity and the Corporation may, in its sole discretion, designate a different nonprofit organization as the Charitable Beneficiary at any time and for any or no reason, provided, however, that if a Charitable Beneficiary was designated at the time the shares of Series A Preferred Stock were placed in the Trust, such Charitable Beneficiary shall be entitled to the rights set forth in herein with respect to such shares of Series A Preferred Stock, unless and until the Corporation opts to purchase such shares.
(d)   NYSE Transactions.   Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Section 9 and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Section 9.
(e)   Enforcement.   The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Section 9.
(f)   Non-Waiver.   No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.
(g)   Severability.   If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.
(h)   Applicability of Section 9.   The provisions set forth in this Section 9 shall apply to the Series A Preferred Stock notwithstanding any contrary provisions of the Series A Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10.   No Conversion Rights.   The shares of Series A Preferred Stock shall not be convertible into or exchangeable for any other property or securities of the Corporation or any other entity, except as otherwise provided herein.
Section 11.   Record Holders.   The Corporation and its transfer agent may deem and treat the record holder of any Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor its transfer agent shall be affected by any notice to the contrary.

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Section 12.   No Maturity or Sinking Fund.   The Series A Preferred Stock has no maturity date, and no sinking fund has been established for the retirement or redemption of Series A Preferred Stock; provided, however, that the Series A Preferred Stock owned by a stockholder in excess of the Series A Ownership Limit shall be subject to the provisions of Section 5 and Section 9 of these Articles Supplementary.
Section 13.   Exclusion of Other Rights.   The Series A Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Charter and these Articles Supplementary.
Section 14.   Headings of Subdivisions.   The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.
Section 15.   Severability of Provisions.   If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of Series A Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.
Section 16.   No Preemptive Rights.   No holder of Series A Preferred Stock shall be entitled to any preemptive rights to subscribe for or acquire any unissued shares of capital stock of the Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of capital stock of the Corporation.
Section 17.   Provision of Financial Information.   Whether or not it is subject to Section 13 or 15(d) of the Exchange Act, the Corporation will, to the extent permitted under the Exchange Act, file with the Securities and Exchange Commission (the “SEC”) the annual reports, quarterly reports and other documents that the Corporation would have been required to file with the SEC pursuant to such Section 13 or 15(d) if it were so subject, such documents to be filed with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which the Corporation would have been required so to file such documents if it were so subject.
The Corporation will also in any event (1) within 15 days of each Required Filing Date transmit by mail or electronic transmittal to all holders, as their names and addresses appear in the security register, without cost to such holders, copies of the annual reports, quarterly reports and other documents that the Corporation is required to file or would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if it were subject to such sections, provided that the foregoing transmittal requirement will be deemed satisfied if the foregoing reports and documents are available on the SEC’s EDGAR system or on the Corporation’s website within the applicable time period specified above, and (2) if filing such documents with the SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder.
SECOND:   The Series A Preferred Stock has been classified and designated by the Board of Directors, or a duly authorized committee thereof, under the authority contained in the Charter and Sections 2-105 and 2-208 of the MGCL.
THIRD:   These Articles Supplementary have been approved by the Board of Directors, or a duly authorized committee thereof, in the manner and by the vote required by law.
FOURTH:   These Articles Supplementary shall be effective at [   ] [a][p].m., Eastern Time, on [                 ], 202[      ].
FIFTH:   The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges

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that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Executive Vice President, Chief Legal Officer, General Counsel and Secretary as of this [      ] day of [   ], 202[      ].
ATTEST:REALTY INCOME CORPORATION
Michelle Bushore
Executive Vice President,
Chief Legal Officer, General Counsel and Secretary
By:
Sumit Roy
President and Chief Executive Officer

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ANNEX B
[MISSING IMAGE: lg_jpmorgan-bw.jpg]
October 29, 2023
The Board of Directors
VEREIT,Spirit Realty Capital, Inc.
2325 E. Camelback Road, 9th Floor2727 North Harwood Street, Suite 300
Phoenix, AZ 85016Dallas, Texas 75201
Members of the Board of Directors:
You have requested our opinion as to the fairness, from a financial point of view, to the holders of common stock, par value $0.01$0.05 per share (the “Company Common Stock”), of VEREIT,Spirit Realty Capital, Inc., a Maryland corporation (the “Company”) of the Exchange Ratio (as defined below) in the Transaction (as defined below)proposed merger (the “Transaction”) of the Company with a direct wholly-owned subsidiary of Realty Income Corporation (the “Acquiror”). Pursuant to the Agreement and Plan of Merger (the “Agreement”), by and among the Company, VEREIT Operating Partnership, L.P., a Delaware limited partnershipthe Acquiror and aits subsidiary, ofMD Subsidiary, Inc., the Company (the “Operating Partnership”), Realty Income Corporation, a Maryland corporation (the “Acquiror”), Rams MD Subsidiary I, Inc., a Maryland corporation andwill become a wholly-owned subsidiary of the Acquiror, (“Merger Sub 1”), and Rams Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Acquiror (“Merger Sub 2”), (i) the Company will be merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (the “Company Merger”) and each issued and outstanding share of Company Common Stock, other than shares of Company Common Stock held in treasury or owned by the Acquiror and its affiliates and Excluded Common Shares (as defined in the Agreement), will be converted into the right to receive 0.705 of a share0.762 shares (the “Exchange Ratio”) of the Acquiror’s common stock, par value $0.01 per share (the “Acquiror Common Stock”) and (ii) Merger Sub 2 will be merged with and into the Operating Partnership (the “Partnership Merger” and, together with the Company Merger, the “Transaction”), with the Operating Partnership continuing as the surviving entity, and each issued and outstanding common partnership unit in the Operating Partnership (the “Operating Partnership Common Units”) owned by a holder other than the Company (an “Operating Partnership Minority Partner”) will be converted into the right to receive an amount of Acquiror Common Stock equal to the Exchange Ratio..
In connection with preparing our opinion, we have (i) reviewed a draft dated AprilOctober 28, 20212023 of the Agreement; (ii) reviewed certain publicly available business and financial information concerning the Company and the Acquiror and the industries in which they operate; (iii) compared the financial and operating performance of the Company and the Acquiror with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Company Common Stock and the Acquiror Common Stock and certain publicly traded securities of such other companies; (iv) reviewed certain internal financial analyses and forecasts prepared by the managementmanagements of the Company for itself and for the Acquiror relating to thetheir respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transaction (the “Synergies”); and (v) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion.
In addition, we have held discussions with certain members of the management of the Company and the Acquiror with respect to certain aspects of the Transaction, and the past and current business operations of the Company and the Acquiror, the financial condition and future prospects and operations of the Company and the Acquiror, the effects of the Transaction on the financial condition and future prospects of the Company and the Acquiror, and certain other matters we believed necessary or appropriate to our inquiry.
In giving our opinion, we have relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with us by the Company and the Acquiror or otherwise reviewed by or for us. We have not independently verified any such information or its accuracy or completeness and, pursuant to our engagement letter with the Company, we did not assume any obligation to undertake any such independent verification. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Company or the Acquiror under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to us or derived therefrom, including the Synergies, we have assumed that they

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have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company and the Acquiror to which such analyses or forecasts relate. We express no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. We have also assumed that the Company MergerTransaction and the other transactions contemplated by the Agreement will

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qualify as a tax-free reorganization for United States federal income tax purposes, and will be consummated as described in the Agreement, and that the definitive Agreement will not differ in any material respects from the draft thereof furnished to us. In addition, our opinion does not address or reflect the Separation (as defined in the Agreement) of OfficeCo (as defined in the Agreement) from the Acquiror, or any sale of all or any portion of the OfficeCo Properties (as defined in the Agreement). We have also assumed that the representations and warranties made by the Company and the Acquiror and their respective subsidiaries in the Agreement and the related agreements are and will be true and correct in all respects material to our analysis. We are not legal, regulatory or tax experts and have relied on the assessments made by advisors to the Company with respect to such issues. We have further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Company or the Acquiror or on the contemplated benefits of the Transaction.
Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. Our opinion is limited to the fairness, from a financial point of view, to the holders of the Company Common Stock of the Exchange Ratio in the proposed Transaction and we express no opinion as to the fairness of any consideration to be paid in connection with the Transaction to the holders of any other class of securities (including the Company Series A Preferred Stock, $.0.01 par value per share), creditors or other constituencies of the Company or the Operating Partnership, including the consideration to be paid to the Operating Partnership Minority Partners, or as to the underlying decision by the Company to engage in the Transaction. Furthermore, we express no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Transaction, or any class of such persons relative to the Exchange Ratio applicable to the holders of the Company Common Stock in the Transaction or with respect to the fairness of any such compensation. We are expressing no opinion herein as to the price at which the Company Common Stock or the Acquiror Common Stock will trade at any future time.
We note that we were not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of the Company or any other alternative transaction.
We have acted as financial advisor to the Company with respect to the proposed Transaction and will receive a fee from the Company for our services, a substantial portion of which will become payable only if the proposed Transaction is consummated. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. During the two years preceding the date of this letter, we and our affiliates have had commercial or investment banking relationships with the Company and the Acquiror, for which we and such affiliates have received customary compensation. Such services during such period have included acting as joint bookrunning managerlead arranger and joint bookrunner on the Company’s bond offeringscredit facilities in March 2022, August 2022, November 2019, June 20202022 and November 2020,May 2023 and acting as joint lead arranger and joint bookrunner on the Acquiror’s revolving credit facilityfacilities in August 2019,April 2022 and January 2023 and as joint bookrunning managerlead bookrunner on the Acquiror’s bond offerings of debt securities in July 2019, May 2020, October 20202022 and December 2020.June 2023. In addition, our commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company, for which it receives customary compensation or other financial benefits. In addition, we and our affiliates hold, on a proprietary basis, less than 2%1% of the outstanding common stock of each of the Company and the Acquiror, and on a fiduciary and proprietary basis, approximately 12.5% of the Company’s outstanding preferred stock.Acquiror. In the ordinary course of our businesses, we and our affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations)of the Company or the Acquiror for our own account or for the accounts of customers and, accordingly, we may at any time hold long or short positions in such securities or other financial instruments.
On the basis of and subject to the foregoing, it is our opinion as of the date hereof that the Exchange Ratio in the proposed Transaction is fair, from a financial point of view, to the holders of the Company Common Stock.
The issuance of this opinion has been approved by a fairness opinion committee of J.P. Morgan Securities LLC. This letter is provided to the Board of Directors of the Company (in its capacity as such) in connection with and for the purposes of its evaluation of the Transaction. This opinion does not constitute a

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recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the Transaction or any other matter. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval.

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This opinion may be reproduced in full in any proxy or information statement mailed to shareholders of the Company but may not otherwise be disclosed publicly in any manner without our prior written approval.
Very truly yours,
J.P. MORGAN SECURITIES LLC
[MISSING IMAGE: sg_jpmorgansecuritiesllc-bw.jpg]
J.P. Morgan Securities LLC

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ANNEX C
October 29, 2023
Board of Directors
Spirit Realty Capital, Inc.
2727 North Harwood Street, Suite 300,
Dallas, Texas 75201
Members of the Board:
We understand that Spirit Realty Capital, Inc. (the “Company”), Realty Income Corp. (the “Buyer”) and Saints MD Subsidiary, Inc., a direct wholly owned subsidiary of the Buyer (“Acquisition Sub”), propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated October 27, 2023 (the “Merger Agreement”), which provides, among other things, for the merger (the “Merger”) of the Company with and into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation of the Merger. Pursuant to the Merger, (i) each outstanding share of common stock, par value $0.05 per share, of the Company (the “Company Common Stock”), other than (a) shares of Company Common Stock owned by the Company, the Buyer or Acquisition Sub or by any direct or indirect wholly owned subsidiary of the Buyer (other than Acquisition Sub) or the Company, and (b) shares subject to an award of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under that certain Second Amended and Restated Company and Company Partnership 2012 Incentive Award Plan, as amended, will be converted into the right to receive a number of newly issued shares of common stock, par value $0.01 per share, of the Buyer (the “Buyer Common Stock”) equal to 0.762, subject to (x) adjustment in certain circumstances and (y) the payment of cash for fractional shares of Buyer Common Stock (the “Consideration” and such ratio, the “Exchange Ratio”), and (ii) each outstanding share of 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Company Series A Preferred Stock”) will be converted into the right to receive one (1) newly issued share of Series A Preferred Stock, $0.01 par value per share, of the Buyer. The terms and conditions of the Merger are more fully set forth in the Merger Agreement.
You have asked for our opinion as to whether the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of the Company Common Stock (other than the Company, the Buyer and Acquisition Sub and any direct or indirect wholly owned subsidiary of Buyer (other than Acquisition Sub) or the Company).
For purposes of the opinion set forth herein, we have:
1)
Reviewed certain publicly available financial statements and other business and financial information of the Company and the Buyer, respectively;
2)
Reviewed certain internal financial statements and other financial and operating data concerning the Company and the Buyer, respectively;
3)
Reviewed certain financial projections prepared by the managements of the Company and the Buyer, respectively;
4)
Reviewed information relating to certain strategic, financial and operational benefits anticipated from the Merger, prepared by the managements of the Company and the Buyer, respectively;
5)
Discussed the past and current operations and financial condition and the prospects of the Company, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, with senior executives of the Company;
6)
Discussed the past and current operations and financial condition and the prospects of the Buyer, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, with senior executives of the Buyer;
7)
Reviewed the pro forma impact of the Merger on the Buyer’s earnings per share, cash flow, consolidated capitalization and certain financial ratios;

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8)
Reviewed the reported prices and trading activity for the Company Common Stock and the Buyer Common Stock;
9)
Compared the financial performance of the Company and the Buyer and the prices and trading activity of the Company Common Stock and the Buyer Common Stock with that of certain other publicly-traded companies comparable with the Company and the Buyer, respectively, and their securities;
10)
Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
11)
Participated in certain discussions among representatives of the Company and the Buyer and their financial and legal advisors;
12)
Reviewed the Merger Agreement and certain related documents; and
13)
Performed such other analyses, reviewed such other information and considered such other factors as we have deemed appropriate.
We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by the Company and the Buyer, and formed a substantial basis for this opinion. We have relied upon, without independent verification, the assessment by the managements of the Company and the Buyer of: (i) the strategic, financial and other benefits expected to result from the Merger; (ii) the timing and risks associated with the integration of the Company and the Buyer; (iii) their ability to retain key employees of the Company and the Buyer, respectively, and (iv) the validity of, and risks associated with, the Company’s and the Buyer’s existing and future business models. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of the Company and the Buyer of the future financial performance of the Company and the Buyer. In addition, we have assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Merger will be treated as a reorganization pursuant to the Internal Revenue Code of 1986, as amended, and that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to us. We do not express any view on, and this opinion does not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. We have been advised by the Buyer that the Buyer has operated in conformity with the requirements for qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes since its formation as a REIT and we have assumed that the Merger will not adversely affect such status or operations of the Buyer. We are not legal, tax or regulatory advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the Buyer and the Company and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. We express no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Consideration to be received by the holders of shares of the Company Common Stock in the transaction. Morgan Stanley also expresses no opinion as to the relative fairness of any portion of the consideration to holders of any other equity securities of the Company. This opinion does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. We have not made any independent valuation or appraisal of the assets or liabilities of the Company or the Buyer, nor have we been furnished with any such valuations or appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in

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effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.
In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company, nor did we negotiate with any of the parties which expressed interest to Morgan Stanley in the possible acquisition of the Company or certain of its constituent businesses.
We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a significant portion of which is contingent upon the closing of the Merger. In the two years prior to the date hereof, we have provided financing services for the Buyer and the Company and have received fees in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to the Buyer and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.
Please note that Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Buyer, the Company, or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.
This opinion has been approved by a committee of Morgan Stanley investment banking and other professionals in accordance with our customary practice. This opinion is for the information of the Board of Directors of the Company only and may not be used for any other purpose or disclosed without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the Securities and Exchange Commission in connection with this transaction if such inclusion is required by applicable law. In addition, this opinion does not in any manner address the prices at which the Buyer Common Stock will trade following consummation of the Merger or at any time and Morgan Stanley expresses no opinion or recommendation as to how the shareholders of the Company should vote at the shareholders’ meeting to be held in connection with the Merger.
Based on and subject to the foregoing, we are of the opinion on the date hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of the Company Common Stock (other than the Company, the Buyer and Acquisition Sub and any direct or indirect wholly owned subsidiary of Buyer (other than Acquisition Sub) or the Company).
Very truly yours,
MORGAN STANLEY & CO. LLC
By:
[MISSING IMAGE: sg_mikeconnor-bw.jpg]
Mike Connor
Managing Director
 
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.   Indemnification of Directors and Officers
The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from:

actual receipt of an improper benefit or profit in money, property or services, or

active and deliberate dishonesty established by a final judgment as being material to the cause of action.
The Realty Income Articles contain such a provision which eliminates such liability to the maximum extent permitted by the MGCL.
The Realty Income Articles authorize Realty Income, and the Realty Income Bylaws obligate Realty Income, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or any individual who, while serving as one of Realty Income’s directors or officers and at Realty Income’s request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust,REIT, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The Realty Income Articles and Realty Income Bylaws also permit Realty Income, with the approval of the Realty Income board of directors, to indemnify and advance expenses to any person who served a predecessor of Realty Income in any of the capacities described above and to any employee or agent of Realty Income or its predecessor.
The MGCL requires a corporation (unless its charter provides otherwise, which the Realty Income Articles do not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to or in which they may be made or are threatened to be made a party or witness by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shallwill ultimately be determined that the standard of conduct was not met.
Realty Income has entered into indemnification agreements with its directors and executive officers. The indemnification agreements require, among other matters, that Realty Income indemnify its directors and executive officers to the fullest extent permitted by law and advance to the directors and executive officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. Under the indemnification agreements, Realty Income must also indemnify and advance all expenses incurred by directors and executive officers seeking to enforce their rights under the indemnification agreements and may cover directors and executive officers under Realty Income’s directors’ and officers’ liability insurance. Although the form of indemnification agreement offers substantially the same scope of coverage afforded by law, it provides greater assurance to directors and executive officers that indemnification
 
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coverage afforded by law, it provides greater assurance to directors and executive officers that indemnification will be available, because, as a contract, it cannot be modified unilaterally in the future by Realty Income’s board of directors or the stockholders to alter or eliminate the rights it provides.
Item 21.   Exhibits and Financial Statement Schedules
The exhibits listed below in the “Exhibit Index” are part of this registration statement and are numbered in accordance with Item 6.01601 of Regulation S-K.
Item 22.   Undertakings
The undersigned registrant hereby undertakes:
(a)(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1)(i)   to include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act of 1933”);Act;
(2)(ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(3)(iii)   to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(b)(a)(2) that, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(c)(a)(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d)(a)(4) that, for the purpose of determining liability under the Securities Act, of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than a prospectus filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,shall, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.use;
(e)(a)(5) that for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant shall be a seller to the purchaser and shall be considered to offer or sell such securities to such purchaser:
(1)

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(i)   any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(2)(ii)   any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(3)(iii)   the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(4)(iv)   any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(f)(b)   for purposes of determining any liability under the Securities Act, of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.thereof; and
(g)(b)(1) that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus willshall contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.form; and
(h)(b)(2) that every prospectus (i) that (1) is filed pursuant to paragraph (g)(h)(1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, willshall be filed as a part of an amendment to thisthe registration statement and willshall not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(i)   to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(j)   to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.
(k)(h)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,shall, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and willshall be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
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EXHIBIT INDEX
Exhibit
Number
Description
2.1**Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Subsidiary, Inc., and Spirit Realty Capital, Inc. (included as Annex A to the proxy statement/prospectus forming a part of this registration statement and incorporated herein by reference).
3.1 Articles of Incorporation of Realty Income Corporation, as amended by amendment No. 1 dated May 10, 2005, and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to Realty Income Corporation’s Form 10-Q for the quarter ended June 30, 2005 (File No. 033-69410) and incorporated herein by reference).
3.2 Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to Realty Income Corporation’s Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference).
3.3 Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to Realty Income Corporation’s Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference).
3.4 Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to Realty Income Corporation’s Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference).
3.5Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to Realty Income Corporation’s Form 8-K, filed on May 19, 2022 (File No. 001-13374) and incorporated herein by reference).
3.6Amended and Restated Bylaws of Realty Income Corporation dated November 3, 2023 (filed as exhibit 3.1 to Realty Income Corporation’s Form 10-Q, filed on November 7, 2023 (File No. 001-13374) and incorporated herein by reference).
3.7Articles Supplementary dated June 30, 1998, establishing the terms of Realty Income Corporation’s Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 of Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).
3.8Articles Supplementary dated May 24, 1999, establishing the terms of Realty Income Corporation’s 9 3/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).
3.9Articles Supplementary dated July 28, 1999, establishing the terms of Realty Income Corporation’s 9 1/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).
3.10Articles Supplementary dated May 24, 2004, and the Articles Supplementary dated October 18, 2004, establishing the terms of Realty Income Corporation’s 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 on Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).
3.11Articles Supplementary dated November 30, 2006, establishing the terms of Realty Income Corporation’s 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 on Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).
3.12Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to Realty Income Corporation’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).
3.13Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to Realty Income Corporation’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).

II-4


Exhibit
Number
Description
3.14Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to Realty Income Corporation’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
4.1Form of Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (included as Exhibit A to the Merger Agreement, which is attached to the proxy statement/prospectus forming a part of this registration statement as Annex A and incorporated herein by reference).
 5.1+
 8.1*
 8.2*
23.1+
23.2*
23.3*
23.4*
23.5*
24.1*
99.1+
99.2+
99.3*
107+
*
Filed herewith.
**
Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Realty Income hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, that Realty Income may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
+
Filed previously.

II-5

 
SIGNATURES
Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 andregistrant has duly caused Amendment No. 1 to this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 4th15th day of June, 2021.December, 2023.
REALTY INCOME CORPORATION
By:
REALTY INCOME CORPORATION
By:
/s/ Michelle Bushore
Michelle Bushore
Michelle Bushore
Executive Vice-President, Chief Legal Officer,
General Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christie B. KellyMichelle Bushore, Shannon Jensen and Michelle Bushore,Bianca Martinez and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
SignatureTitleDate
/s/ Sumit Roy*
Sumit Roy
President, Chief Executive Officer and Director (Principal Executive Officer)June 4, 2021December 15, 2023
/s/ Christie B. Kelly*
Christie B. Kelly
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)June 4, 2021December 15, 2023
/s/ Sean P. Nugent*
Sean P. Nugent
Senior Vice President and Controller
(Principal (Principal Accounting Officer)
June 4, 2021December 15, 2023
/s/ Michael D. McKee*
Michael D. McKeePriscilla Almodovar
DirectorJune 4, 2021December 15, 2023
/s/ Kathleen R. Allen, Ph.D.
Kathleen R. Allen, Ph.D.
DirectorJune 4, 2021
/s/ Jacqueline Brady*
Jacqueline Brady
DirectorJune 4, 2021December 15, 2023
*
A. Larry Chapman
DirectorDecember 15, 2023
 
4II-6

 
SignatureTitleDate
/s/ Larry Chapman
Larry Chapman
DirectorJune 4, 2021
/s/ Reginald H. Gilyard*
Reginald H. Gilyard
DirectorJune 4, 2021December 15, 2023
/s/ Priya Cherian Huskins*
Mary Hogan Preusse
DirectorDecember 15, 2023
*
Priya Cherian Huskins
DirectorJune 4, 2021December 15, 2023
/s/ Gregory T. McLaughlin*
Gerardo I. Lopez
DirectorDecember 15, 2023
*
Michael D. McKee
Non-Executive ChairmanDecember 15, 2023
*
Gregory T. McLaughlin
DirectorJune 4, 2021December 15, 2023
/s/ Ronald L. Merriman*
Ronald L. Merriman
DirectorJune 4, 2021December 15, 2023
*By:
/s/ Michelle Bushore
Michelle Bushore,
Attorney-in-Fact
 
5II-7


EXHIBIT INDEX
Exhibit
Number
Description
2.1**
3.1 
3.2 
3.3 
3.4 
3.5 
3.6 
3.7 
3.8 
3.9 
3.10
3.11
3.12
3.13

6


Exhibit
Number
Description
 5.1*
 8.1*Form of Tax Opinion of Latham & Watkins LLP.
 8.2*Form of Tax Opinion of Wachtell, Lipton, Rosen & Katz.
23.1*Form of Consent of Ballard Spahr LLP for legality opinion (included in Exhibit 5.1).
23.2*
23.3*
23.4*
23.5*
24.1*
99.1*
99.2*
99.3+Form of Proxy Card of Realty Income Corporation.
99.4+Form of Proxy Card of VEREIT, Inc.
*
Filed herewith.
**
The schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Realty Income agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
+
To be filed by amendment.

7