Common use of Transaction Notification Clause in Contracts

Transaction Notification. Dear __________: This Notification sets forth the terms of the agreement of [NAME OF MANAGER] (the “Manager”) with Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. relating to the sale of shares of the Company’s common stock, $0.05 par value per share, having an aggregate gross sales price of up to $500,000,000, pursuant to the equity distribution agreement between the Company, Spirit Realty, L.P., Bank of America, N.A., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, ▇▇▇▇▇ Fargo Securities, LLC, The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Royal Bank of Canada, Truist Securities, Inc. and ▇▇▇▇▇ Fargo Bank, National Association dated November 24, 2020 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notification (an “Acceptance”), the Company shall have agreed with the Manager to engage in the following transaction: Number of Shares to be sold: Minimum price at which Shares may be sold: Date(s) on which Shares may be sold: Compensation to Manager (if different than the Agreement): Stock loan cost for the purposes of Section 2(i)(ii) of the Agreement, basis points: Regular Settlement or Forward Basis: The transaction set forth in this Notification will not be binding on the Company or the Manager unless and until the Company delivers its Acceptance; provided, however, that neither the Company nor the Manager will be bound by the terms of this Notification unless the Company delivers its Acceptance by ____ a.m./p.m. (New York time) on [the date hereof________, 20__]. The transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of every Time of Sale, every Settlement Date and every Representation Date. If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [NAME OF MANAGER] By: Name: Title: ACCEPTED as of the date first above written Spirit Realty Capital, Inc. By: Name: Title: Reference is made to the Equity Distribution Agreement, dated November 24, 2020 (the “Equity Distribution Agreement”), among Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), Spirit Realty, L.P., a Delaware limited partnership, and BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (the “Agents”), as sales agents, principals and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., Regions Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc.) forward sellers, and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Royal Bank of Canada and ▇▇▇▇▇ Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”). I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer of the Company, in connection with the issuance and sale by the Company, from time to time, of shares of common stock, $0.05 par value per share (the “Common Stock”), having an aggregate gross sales price of up to $500,000,000, pursuant to (i) a registration statement on Form S-3 filed with the Securities and Exchange Commission on October 13, 2020, a base prospectus dated October 13, 2020 (the “Base Prospectus”) and a prospectus supplement dated November 24, 2020 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), and (ii) the Equity Distribution Agreement, hereby certify, in my capacity as Executive Vice President and Chief Financial Officer of the Company, that:

Transaction Notification. Dear __________: This Notification sets forth the terms of the agreement of [NAME OF MANAGER] (the “Manager”) with Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. relating to the sale of shares of the Company’s common stock, $0.05 par value per share, having an aggregate gross sales price of up to $500,000,000, pursuant to the amended and restated equity distribution agreement between the Company, Spirit Realty, L.P., Bank of America, N.A., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, ▇▇▇▇▇ Fargo Securities, LLC, The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLCLondon Branch, Royal Bank of Canada, Truist Securities, Inc. Canada and ▇▇▇▇▇ Fargo Bank, National Association dated November 24February 22, 2020 2019 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notification (an “Acceptance”), the Company shall have agreed with the Manager to engage in the following transaction: Number of Shares to be sold: Minimum price at which Shares may be sold: Date(s) on which Shares may be sold: Compensation to Manager (if different than the Agreement): Stock loan cost for the purposes of Section 2(i)(ii) of the Agreement, basis points: Regular Settlement or Forward Basis: The transaction set forth in this Notification will not be binding on the Company or the Manager unless and until the Company delivers its Acceptance; provided, however, that neither the Company nor the Manager will be bound by the terms of this Notification unless the Company delivers its Acceptance by ____ a.m./p.m. (New York time) on [the date hereof________hereof , 20__20 ]. The transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of every Time of Sale, every Settlement Date and every Representation Date. If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [NAME OF MANAGER] By: Name: Title: ACCEPTED as of the date first above written Spirit Realty Capital, Inc. By: Name: Title: Reference is made to the Equity Distribution Agreement, dated November 24, 2020 (the “Equity Distribution Agreement”), among [ADDRESS OF MANAGER[S]] Ladies and Gentlemen: Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in the amended and restated equity distribution agreement, dated February [*], 2019 (the “Sales Agreement”), between the Company and Spirit Realty, L.P., a Delaware limited partnership, on the one hand, and BofA the agents and the Forward Purchasers party thereto, on the other hand, to issue and sell to [*] [and [*]] as principal for resale ([collectively,] the “Manager[s]”), and the Manager[s severally] agree[s] to purchase from the Company the shares of common stock, $0.05 par value per share, of the Company (“Common Stock”) specified in the Schedule A hereto (the “[Initial] Securities”)[, and to grant to the Manager[s] the option to purchase the additional shares of Common Stock specified in the Schedule A hereto (the “Option Securities,” and together with the Initial Securities, Inc.the “Securities”)] *,[in each case]* on the terms specified in Schedule A hereto. Capitalized terms but and not defined herein have the respective meanings ascribed thereto in the Sales Agreement. [The Company grants an option to the Manager[s, BTIGseverally and not jointly, ]to purchase up to an additional [*] Option Securities at the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for [*] days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Manager[s] to the Company setting forth the number of Option Securities as to which the [several] Manager[s] [is][are] then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Manager[s], but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Settlement Date (as defined below). [If the option is exercised as to all or any portion of the Option Securities, each of the Managers, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Manager bears to the total number of Initial Securities, subject, in each case, to such adjustments as [*] in its sole discretion shall make to eliminate any sales or purchases of fractional shares.] For purposes of clarity, the parties hereto agree that the officers’ certificate, opinions and letter of counsel and accountants’ letter referred to in Sections 5(b), (d), (e), (f) and (g), respectively, of the Sales Agreement are required to be delivered by or on behalf of the Company on the Settlement Date.]* Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of [insert name and address of counsel to the Manager[s]], or at such other place as shall be agreed upon by the Manager[s] and the Company, at 9:00 A.M. (New York City time) on the second (or third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10(c) of the Sales Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Manager[s] and the Company (such time and date of payment and delivery being herein called “Settlement Date”). [In addition, in the event that any or all of the Option Securities are purchased by the Manager[s], payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Manager[s] and the Company, on each Date of Delivery as specified in the notice from the Manager[s] to the Company.] Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Manager[s for their respective accounts for the Securities to be purchased by them]. [It is understood that each Manager has authorized [*] as representative of the Managers, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. [*], individually and not as representative of the Managers, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Manager whose funds have not been received by the Settlement Date or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Manager from its obligations hereunder.] Each of the provisions of the Sales Agreement not related solely to (a) the Manager, as agent of the Company or as forward seller to, or as agent of, the Forward Purchaser, or (b) the Confirmations, Confirmation Shares and related transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if each such provision had been set forth in full herein. Each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement[,][and] the Applicable Time [and any Date of Delivery]. If this Terms Agreement shall be terminated by the Manager[s], or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Terms Agreement (which, for the purposes of this Terms Agreement, shall not include termination by the Manager[s] under items (ii), (iv), (v) or (vi) of Section 10(b) of the Sales Agreement), or if for any reason the Company shall be unable to perform its obligations under this Terms Agreement, the Company will reimburse the Manager[s] or such Manager[s] as have so terminated this Terms Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Manager[s] in connection with this Terms Agreement or the offering contemplated hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Manager[s] and the Company in accordance with its terms. This Terms Agreement and any claim, controversy or dispute arising under or related to this Terms Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied. Very truly yours, Spirit Realty Capital, Inc. By: Name: Title: Spirit Realty, L.P. By: Spirit General OP Holdings, LLC, Capital One Securitiesits general partner By: Name: Title: Accepted as of the date hereof: [Manager[s]] By: Name: Title: * Include only if the Manager[s][has][have] an option to purchase additional shares of Common Stock from the Company. Number of [Initial] Securities to be sold by the Company: [Number of Option Securities which may be purchased by the Manager[s]:] Price per Security to be paid by the Manager[s]: Other Terms: [*] Date: [*], Inc.20[*] To: Spirit Realty Capital, Fifth Third Securities, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, ▇▇Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (the “Agents”), as sales agents, principals and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., Regions Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc.) forward sellers, and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Royal Bank of Canada and ▇▇▇▇▇ Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”). I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President and Suite 300 Dallas, Texas 75201 Fax No.: [*] Attention: Chief Financial Officer From: [DEALER NAME AND NOTICE INFORMATION] Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the CompanyTransaction entered into between [DEALER NAME] ([“[DEALER NAME]” or] “Dealer”) and Spirit Realty Capital, in connection with the issuance and sale by the Company, from time to time, of shares of common stock, $0.05 par value per share Inc. (the “Common StockCounterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), having an aggregate gross sales price as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of up to $500,000,000any inconsistency between the Equity Definitions and this Confirmation, pursuant to (i) a registration statement on Form S-3 filed with the Securities and Exchange Commission on October 13, 2020, a base prospectus dated October 13, 2020 (the “Base Prospectus”) and a prospectus supplement dated November 24, 2020 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”)this Confirmation shall govern. Each party is hereby advised, and (ii) each such party acknowledges, that the Equity Distribution Agreementother party has engaged in, hereby certifyor refrained from engaging in, substantial financial transactions and has taken other material actions in my capacity as Executive Vice President reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and Chief Financial Officer of the Company, that:conditions set forth below.