82,000,000 Shares of Common Stock Underwriting AgreementVEREIT Operating Partnership, L.P. • September 26th, 2019 • Real estate investment trusts • New York
VEREIT, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to you (each, an “Underwriter” and collectively, the “Underwriters”) an aggregate of 82,000,000 shares of common stock, $0.01 par value per share, of the Company (“Common Stock” and such shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 12,300,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENT (1)Indemnification Agreement • March 16th, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the [•] day of [•], 20__ (the “Effective Date”), by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and [•] (“Indemnitee”) (together referred to as the “Parties”).
EMPLOYMENT AGREEMENT BETWEEN AMERICAN REALTY CAPITAL PROPERTIES, INC. AND GLENN RUFRANOEmployment Agreement • March 16th, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
This Employment Agreement (the “Agreement”), dated as of March 10, 2015, is entered into by and between American Realty Capital Properties, Inc. (the “Company”), and Glenn Rufrano (the “Executive”) (each of them being referred to as a “Party” and together as the “Parties”).
VEREIT OPERATING PARTNERSHIP, L.P. Underwriting AgreementVEREIT Operating Partnership, L.P. • October 9th, 2018 • Real estate investment trusts • New York
VEREIT Operating Partnership, L.P., a Delaware limited partnership (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, BMO Capital Markets Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (collectively, “you” or in such capacity, the “Representatives”), $550,000,000 principal amount of its 4.625% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to that certain Indenture, dated as of February 6, 2014 (the “Base Indenture”), among ARC Properties Operating Partnership, L.P. (n/k/a VEREIT Operating Partnership, L.P.), Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an officer’s certificate to be dated as of the Closing Date (as d
VEREIT, Inc.General Release and Waiver Agreement • February 24th, 2016 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • New York
The following sets forth the terms and conditions of your employment (this “Agreement”) with VEREIT, Inc. (the “Company”) as of February 23, 2016 (the “Effective Date”). This Agreement supersedes and replaces in all respects that agreement entered into between you and the Company on January 8, 2014, which assumed your employment agreement dated as of September 24, 2013 .
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC.Restricted Stock Unit Award Agreement • February 21st, 2019 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of [●], by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “Company”), and [●] (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC. EQUITY PLANRestricted Stock Unit Award Agreement • February 24th, 2016 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of February [23], 2016, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “Company”), and ______________ (the “Participant”).
DISTRIBUTION AGREEMENTDistribution Agreement • February 26th, 2021 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • New York
Reference is made to the Distribution Agreement dated [ ], 2021, among the Company, [ ] and [ ] (the “Agreement”). Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Agreement. This Transaction Proposal relates to a Forward. The Company confirms that all conditions to the delivery of this Transaction Proposal are satisfied as of the date hereof.
CREDIT AGREEMENT Dated as of June 2, 2016 by and among VEREIT OPERATING PARTNERSHIP, L.P., as Borrower, VEREIT, INC., as Parent, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • June 3rd, 2016 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of June 2, 2016 by and among VEREIT OPERATING PARTNERSHIP, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), VEREIT, INC., a corporation incorporated under the laws of the State of Maryland (the “Parent”), each of the financial institutions from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), with JPMORGAN CHASE BANK, N.A. and BARCLAYS BANK PLC, as Joint Lead Arrangers and Joint Bookrunners (in such capacities, the “Arrangers” and each, an “Arranger”).
EQUITY PURCHASE AGREEMENT by and between ARC PROPERTIES OPERATING PARTNERSHIP, L.P. and RCS CAPITAL CORPORATION DATED AS OF SEPTEMBER 30, 2014Sub-Advisory Agreement • March 2nd, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • Delaware
EQUITY PURCHASE AGREEMENT, dated as of September 30, 2014 (as it may be amended or supplemented, this “Agreement”), by and between ARC Properties Operating Partnership, L.P., a Delaware limited partnership (“Seller”), and RCS Capital Corporation, a Delaware corporation (“Buyer”). Each of Seller and Buyer may be referred to herein as a “party” and collectively as the “parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN ARC PROPERTIES OPERATING PARTNERSHIP, L.P. AND dAVID kAYEmployment Agreement • December 15th, 2014 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
This Amended and Restated Employment Agreement (the “Agreement”), dated as of October 1, 2014 (the “Effective Date”), is entered into by and between ARC Properties Operating Partnership, L.P. (the “Company”), and David Kay (the “Executive”) (each of them being referred to as a “Party” and together as the “Parties”) and, solely with respect to Sections 3(b), 3(c), 3(d), 3(e) and 3(f) hereof, American Realty Capital Properties, Inc. (“ARCP”).
AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, RAMS MD SUBSIDIARY I, INC., RAMS ACQUISITION SUB II, LLC, VEREIT, INC., and VEREIT OPERATING PARTNERSHIP, L.P., Dated as of April 29, 2021Agreement and Plan of Merger • April 30th, 2021 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of April 29, 2021 (this “Agreement”), is by and among REALTY INCOME CORPORATION, a Maryland corporation (“Realty Income”), RAMS MD SUBSIDIARY I, INC., a Maryland corporation and a direct wholly owned Subsidiary of Realty Income (“Merger Sub 1”), RAMS ACQUISITION SUB II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Realty Income (“Merger Sub 2”), VEREIT, INC., a Maryland corporation (“VEREIT”), and VEREIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“VEREIT OP”). Each of Realty Income, Merger Sub 1, Merger Sub 2, VEREIT and VEREIT OP is referred to herein as a “party” and, collectively, the “parties.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 7th, 2018 • VEREIT Operating Partnership, L.P. • Real estate investment trusts
This FIRST AMENDMENT (this “Amendment”), effective as of February 1, 2018, is to that certain Purchase and Sale Agreement dated November 13, 2017 (the “Agreement”), by and between VEREIT Operating Partnership, L.P., a Delaware limited partnership (“Seller”) and CCA Acquisition, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.
EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENTEmployee Confidentiality and Non-Competition Agreement • December 22nd, 2014 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
THIS AGREEMENT is made as of December 16, 2014, by the undersigned employee (hereinafter called “Employee”) of American Realty Capital Properties, Inc. (together with all other affiliated and/or related entities of the foregoing, the “Employer'' or the “Company”) a Maryland corporation.
PURCHASE AND SALE AGREEMENT by and between VEREIT OPERATING PARTNERSHIP, L.P. and CCA ACQUISITION, LLC Dated November 13, 2017Purchase and Sale Agreement • November 13th, 2017 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of November 13, 2017 by and between VEREIT Operating Partnership, L.P., a Delaware limited partnership (“Seller”), and CCA Acquisition, LLC, a Delaware limited liability corporation (“Purchaser”). Each of Purchaser and Seller is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings set forth in Schedule I.
CONSENT AND WAIVER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENTConsent and Waiver Agreement and First • November 18th, 2014 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
THIS CONSENT AND WAIVER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of November 12, 2014 among ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Borrower”), AMERICAN REALTY CAPITAL PROPERTIES, INC. (the “Parent”), the “Lenders” (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Credit Agreement (as defined below).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P.Agreement • August 6th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment’) of ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated January 26, 2015 and effective as of June 30, 2014, is entered into by AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation, the general partner (the “General Partner”) and a limited partner (a “Limited Partner”).
THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VEREIT OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)VEREIT Operating Partnership, L.P. • December 17th, 2020 • Real estate investment trusts
This Third Amendment (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P. (the “Partnership Agreement”), a Delaware limited partnership (the “Partnership”), dated as of January 3, 2014 and as amended by amendments dated January 26, 2015 and July 28, 2015, is entered into as of December 17, 2020 by VEREIT, Inc., a Maryland corporation and the sole general partner of the Partnership (the “General Partner”).
Mr. Glenn Rufrano VEREIT, Inc. Phoenix, AZ 85016 Dear Mr. Rufrano:VEREIT Operating Partnership, L.P. • February 22nd, 2018 • Real estate investment trusts
The following sets forth an amendment to the terms and conditions of your employment (the “Amendment”) with VEREIT, Inc. (the “Company”), as set forth in your employment agreement dated as of March 10, 2015, which became effective as of April 1, 2015 (the “Agreement”). This Amendment shall be effective as of the date set forth above (the “Effective Date”).
CONSENT MEMORANDUMNovember Agreement • May 7th, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts
Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 30, 2014, among ARC Properties Operating Partnership, L.P. (the “Borrower”), American Realty Capital Properties, Inc. (the “Parent”), the financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), as amended or otherwise modified by the Consent and Waiver Agreement and First Amendment thereto, dated as of November 12, 2014 (the “November Agreement”), and by that certain Consent and Waiver Agreement thereto, dated as of December 23, 2014 (the “December Agreement”, and together with the November Agreement, the “Prior Agreements”)). Terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement, the November Agreement or the December Agreement, as the context may require.
VEREIT, Inc.VEREIT Operating Partnership, L.P. • February 24th, 2016 • Real estate investment trusts
The following sets forth an amendment to the terms and conditions of your employment (the “Amendment”) with VEREIT, Inc. (the “Company”), as set forth in your employment agreement dated May 21, 2015, which became effective as of May 26, 2015 (the “Agreement”). The definition of “Good Reason” contained in the Agreement is hereby replaced in its entirety by the following:
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 30th, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts
This Assignment and Assumption Agreement (“Agreement”) is made effective as of January 8, 2014 (the “Effective Date”), by and among ARC Advisory Services, LLC, (“Assignor”), American Realty Capital Properties, Inc. (“Assignee”) and Paul H. McDowell (the “Employee”).
FORM OF DEFERRED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC. EQUITY PLANDeferred Stock Unit Award Agreement • May 4th, 2017 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Maryland
THIS AGREEMENT (the “Agreement”) is made as of ___________, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “Company”), and ___________ (the “Participant”).
ContractEmployment Agreement • December 15th, 2014 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
This Agreement is made today, December 12, 2014 (“Effective Date”), by Nicholas S. Schorsch (“Schorsch”) and American Realty Capital Properties, Inc. (“ARCP” and, together with Schorsch, the “Parties”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 25th, 2021 • VEREIT Operating Partnership, L.P. • Real estate investment trusts
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 25, 2021, is made and entered into by and among REALTY INCOME CORPORATION, a Maryland corporation (“Realty Income”), RAMS MD SUBSIDIARY I, INC., a Maryland corporation and a direct wholly owned Subsidiary of Realty Income (“Merger Sub 1”), RAMS ACQUISITION SUB II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Realty Income (“Merger Sub 2”), VEREIT, INC., a Maryland corporation (“VEREIT”), and VEREIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“VEREIT OP”). Each of Realty Income, Merger Sub 1, Merger Sub 2, VEREIT and VEREIT OP is referred to herein as a “party” and, collectively, the “parties.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • December 15th, 2014 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
This Separation Agreement and Release (the “Agreement”) is entered into as of the date last written below (the “Execution Date”), by and between American Realty Capital Properties, Inc. (“ARCP”) and ARC Properties Operating Partnership, L.P., on the one hand, and David Kay (“Executive” and, together with ARCP, the “Parties”), on the other.
FORM OF DEFERRED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC. EQUITY PLANDeferred Stock Unit Award Agreement • May 4th, 2017 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Maryland
THIS AGREEMENT (the “Agreement”) is made as of ___________, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “Company”), and ___________ (the “Participant”).
VEREIT, Inc. Phoenix, AZ 85016Restricted Share Award Agreement • November 5th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts
This letter confirms our mutual understanding relating to your termination of employment with VEREIT, Inc., formerly known as American Reality Capital Properties, Inc. (“VEREIT”) and certain rights and obligations under your Employment Agreement with VEREIT dated as of January 9, 2015 (the “Employment Agreement”), under your Restricted Share Award Agreement with VEREIT dated August 26, 2014 (the “2014 Award Agreement”), and under your Restricted Stock Unit Award Agreement with VEREIT dated as of April1, 2015 (the “2015 Award Agreement”). Capitalized terms in this letter have the meanings set forth in the Employment Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 31, 2015 among VEREIT OPERATING PARTNERSHIP, L.P. (f/k/a ARC Properties Operating Partnership, L.P.) (the “Borrower”), VEREIT, INC. (f/k/a American Realty Capital Properties, Inc.) (the “Parent”), the “Lenders” (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Credit Agreement (as defined below).
VEREIT, Inc.VEREIT Operating Partnership, L.P. • February 22nd, 2018 • Real estate investment trusts
The following sets forth an amendment to the terms and conditions of your employment (the “Amendment”) with VEREIT, Inc. (the “Company”), as set forth in your employment agreement dated September 30, 2015, which became effective as of October 5, 2015 (the “Agreement”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • December 15th, 2014 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
This Separation Agreement and Release (the “Agreement”) is entered into as of the date last written below (the “Execution Date”), by and between American Realty Capital Properties, Inc. (“ARCP”) and ARC Properties Operating Partnership, L.P., on the one hand, and Lisa Beeson (“Executive,” and, together with ARCP, the “Parties”), on the other.
January 13, 2015 Gavin Brandon RE: Employment Letter Dear Gavin:Letter Agreement • January 15th, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts
This letter agreement (this “Employment Letter”) sets forth the terms of your continued employment with American Realty Capital Properties, Inc. (the “Company”) effective as of October 28, 2014 (the “Effective Date”) and supersedes your employment letter dated as of December 16, 2014.
EMPLOYMENT AGREEMENT BETWEEN PAUL H. MCDOWELL AND ARC ADVISORY SERVICES, LLCEmployment Agreement • April 30th, 2015 • ARC Properties Operating Partnership, L.P. • Real estate investment trusts • New York
This Employment Agreement (the “Agreement”), dated as of September 24, 2013, by and between ARC Advisory Services, LLC (the “Company”), and Paul H. McDowell (the “Executive”) (each of them being referred to as a “Party” and together as the “Parties”):
DEFERRED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC. EQUITY PLANDeferred Stock Unit Award Agreement • August 6th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Maryland
THE AGREEMENT (this “Agreement”) is made as of [ ], by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “Company”), and [ ] (the “Participant”).
VEREIT, Inc. Phoenix, AZ 85016VEREIT Operating Partnership, L.P. • February 22nd, 2018 • Real estate investment trusts
This letter confirms our mutual understanding relating to the cessation of your employment with VEREIT, Inc. (“VEREIT”) and the transfer of such employment to the CIM Group (“CIM”) in connection with a Purchase and Sale Agreement, dated as of November 13, 2017, pursuant to which a wholly owned subsidiary of VEREIT agreed to sell its Cole Capital business to an affiliate of the CIM Group, and certain rights and obligations under your Employment Agreement with VEREIT dated as of February 23, 2016, as amended on February 22, 2017 (the “Employment Agreement”), and under various Restricted Stock Unit Award Agreements with VEREIT. Capitalized terms in this letter have the meanings set forth in the Employment Agreement.
