0001507385-15-000065 Sample Contracts

American Realty Capital Properties, Inc.
General Release and Waiver Agreement • August 6th, 2015 • 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 American Realty Capital Properties, Inc. (the "Company"). Your employment will commence effective as of May 26, 2015 (the "Effective Date").

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RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC. EQUITY PLAN
Restricted Stock Unit Award Agreement • August 6th, 2015 • 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”).

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”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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).

DEFERRED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC. EQUITY PLAN
Deferred 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”).

SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
VEREIT Operating Partnership, L.P. • August 6th, 2015 • Real estate investment trusts

This Second Amendment (this “Amendment”) to the Third Amended and Restated Limited Partnership Agreement of ARC Properties Operating Partnership, L.P. (the “Partnership Agreement”), a Delaware limited partnership (the “Partnership”), dated as of January 3, 2014 and as amended on January 26, 2015, is entered into as of July 28, 2015 by VEREIT, Inc., a Maryland corporation and the sole general partner of the Partnership (the “General Partner”). Capitalized terms used but not defined herein have the meaning ascribed to such terms in the Partnership Agreement.

AMENDED AND RESTATED EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Employee Confidentiality and Non-Competition • August 6th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT is made as of May 11, 2015, 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, and supersedes and replaces that certain EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the “Original Agreement”) entered into by Employee and the Company on December 16, 2014 and shall be effective as of December 16, 2014.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • August 6th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts • Arizona

This Separation Agreement and General Release ("Agreement") is by and between American Realty Capital Properties, Inc., Equity Fund Advisors, Inc., and its parents, subsidiaries, affiliates, agents, successors, assigns and related entities (collectively, the "Employer"), and Michael T. Ezzell ("Employee").

RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE VEREIT, INC.
Restricted Stock Unit Award Agreement • August 6th, 2015 • 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”).

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