Thomas W. Roberts - 01 Nov 2021 Form 4 Insider Report for VEREIT, Inc.

Footnote F1

Represents additional performance-based restricted stock units awarded to the Reporting Person in connection with the performance-based restricted stock units awarded on February 20, 2019 pursuant to the Issuer's Equity Plan. On November 1, 2021, the Issuer determined that the pre-established performance goals had been achieved at a level resulting in a grant of performance-based restricted stock units at 160% of the target shares.

Footnote F2

Represents additional performance-based restricted stock units awarded to the Reporting Person in connection with the performance-based restricted stock units awarded on February 25, 2020 pursuant to the Issuer's Equity Plan. On November 1, 2021, the Issuer determined that the pre-established performance goals had been achieved at a level resulting in a grant of performance-based restricted stock units at 148.23% of the target shares.

Footnote F3

Represents additional performance-based restricted stock units awarded to the Reporting Person in connection with the performance-based restricted stock units awarded on February 23, 2021 pursuant to the Issuer's Equity Plan. On November 1, 2021, the Issuer determined that the pre-established performance goals had been achieved at a level resulting in a grant of performance-based restricted stock units at 160% of the target shares.

Footnote F4

Represents shares of VEREIT, Inc. ("VEREIT") common stock disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation ("Realty Income"), Rams MD Subsidiary I, Inc., Rams Acquisition Sub II, LLC, VEREIT and VEREIT Operating Partnership, L.P., dated as of April 29, 2021 (as amended or supplemented from time to time, the "Merger Agreement"). In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of VEREIT common stock was converted into the right to receive 0.705 shares of common stock of Realty Income (the "Exchange Ratio").

Footnote F5

As of the Effective Time, time-based restricted stock units awarded to the Reporting Person were converted into a Realty Income restricted stock unit award with respect to a number of whole shares of Realty Income common stock equal to the product obtained by multiplying the number of shares of VEREIT common stock subject to such time-based restricted stock unit award as of immediately prior to the Effective Time by the Exchange Ratio. The converted time-based restricted stock units otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

Footnote F6

As of the Effective Time, performance-based restricted stock units awarded to the Reporting Person were converted into a Realty Income restricted stock unit award with respect to a number of whole shares of Realty Income common stock equal to the product obtained by multiplying the number of shares of VEREIT common stock subject to such performance-based restricted stock unit 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 the Exchange Ratio. The converted performance-based restricted stock units otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

Footnote F7

Represents shares of VEREIT common stock disposed in connection with Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of VEREIT common stock was converted into the right to receive 0.705 shares of common stock of Realty Income.

Footnote F8

By the Thomas W. Roberts Family Revocable Trust.

Footnote F9

As of the Effective Time, these options were converted into the right to acquire (i) that number of shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of VEREIT common stock subject to such 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 equal to the quotient obtained by dividing (A) the exercise price per share of VEREIT common stock of such option by (B) the Exchange Ratio.