VEREIT, Inc. (Form: 10-Q, Received: 11/06/2019 06:09:49)

Exhibit 10.1 Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 1 of 60 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x In re AMERICAN REALTY CAPITAL : Civil Action No. 1:15-mc-00040-AKH PROPERTIES, INC. LITIGATION : : CLASS ACTION : This Document Relates To: : : ALL ACTIONS. : x STIPULATION OF SETTLEMENT

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 2 of 60 EXECUTION COPY This Stipulation of Settlement, dated September 30, 2019 (the “Stipulation”), is made and entered into by and among the following: (i) Lead Plaintiff TIAA (“TIAA”), on behalf of itself and the Class, by and through Lead Counsel in the Litigation; and (ii) VEREIT, Inc. (f/k/a American Realty Capital Properties, Inc. (“ARCP”)) (“VEREIT, Inc.”) and ARC Properties Operating Partnership, L.P. (n/k/a VEREIT Operating Partnership, L.P.) (“VEREIT OP” and, with VEREIT, Inc., collectively “VEREIT”); Nicholas S. Schorsch (“Schorsch”); Brian S. Block (“Block”); David Kay (“Kay”); Lisa P. McAlister (“McAlister”); Scott J. Bowman; Peter M. Budko (“Budko”); Brian D. Jones; William M. Kahane (“Kahane”); Edward M. Weil (“Weil”); Lisa Beeson (“Beeson”); Scott P. Sealy, Sr.; Thomas A. Andruskevich; Leslie D. Michelson; Edward G. Rendell; William G. Stanley; Bruce D. Frank; AR Capital, LLC (“AR Capital”); ARC Properties Advisors, LLC (“ARC Advisors”); Realty Capital Securities, LLC; Grant Thornton LLP (“Grant Thornton”); and Barclays Capital Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Janney Montgomery Scott, LLC, JMP Securities LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC (f/k/a Mizuho Securities USA Inc.), Morgan Stanley & Co. LLC, Piper Jaffray & Co., PNC Capital Markets LLC, RBS Securities Inc., Robert W. Baird & Co. Incorporated, and Wells Fargo Securities, LLC (collectively, the “Third-Party Underwriter Defendants” and with all other defendants listed in this clause (ii), collectively, the “Defendants”), by and through their counsel of record in the Litigation.1 The Stipulation is intended to fully, finally, and forever resolve, discharge, 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. - 1 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 3 of 60 EXECUTION COPY and settle the Released Claims, subject to the approval of the Court and the terms and conditions set forth in this Stipulation. I. THE LITIGATION The Litigation is currently pending in the United States District Court for the Southern District of New York before the Honorable Alvin K. Hellerstein (the “Court”). The initial complaint in this action was filed on October 30, 2014. On February 13, 2015, the Court appointed TIAA as Lead Plaintiff and Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) as Lead Counsel. Plaintiffs’ Third Amended Class Action Complaint for Violations of the Federal Securities Laws (“Complaint”) was filed on September 30, 2016. The Complaint alleges that the Defendants violated the Securities Act of 1933 and/or the Securities Exchange Act of 1934 by making materially false and misleading statements or omitting to state material facts necessary to make statements made by Defendants in public filings and other public statements not misleading. Among other things, Plaintiffs allege that VEREIT improperly and artificially inflated its reported Adjusted Funds From Operations (“AFFO”), a common measurement of REIT performance. Plaintiffs further allege that when the true facts regarding the alleged misstatements were revealed, artificial inflation was removed from the price of ARCP Securities damaging members of the Class. Defendants deny each and all of Plaintiffs’ allegations. Defendants contend that they did not make any false or misleading statements and that they disclosed all information required to be disclosed by the federal securities laws. The parties vigorously litigated this case for nearly five years. The parties briefed and argued two rounds of motions to dismiss the Class’s claims. After the Court denied the motions to dismiss in substantial part, the parties engaged in extensive fact and class-related discovery which included the exchange of over 12 million pages of documents and the taking of more than 50 depositions, - 2 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 4 of 60 EXECUTION COPY including Class Representatives, Defendants, and non-parties. Additionally, after briefing and a full- day evidentiary hearing where the Court heard evidence from the parties’ respective expert witnesses concerning the applicability of the fraud-on-the-market reliance presumption and the Plaintiffs’ ability to construct a damages model in this matter, the Court certified the Class on August 31, 2017. On that same day, the Court also granted summary judgment in favor of Defendants on Count VII of the Complaint, a claim under Section 11 of the Securities Act of 1933 based on a September 2014 registration of senior notes. After the close of fact discovery on December 28, 2018, the parties briefed and argued 13 motions for summary judgment, which were granted in part and denied in part on May 10, 2019. After summary judgment was resolved, the parties then engaged in expert discovery, exchanging reports from, and deposing, 21 experts who submitted reports. In advance of the trial in this matter, set for January 21, 2020, the parties also briefed 45 motions in limine and 17 motions to exclude expert testimony under Daubert. During the course of the Litigation, the parties engaged a neutral third-party mediator and held direct settlement discussions. Over a period of nearly three years, Lead Counsel met in person with the mediator and counsel for one or more Defendants on multiple occasions, and convened various teleconferences. On August 21, 2019, the Settling Parties agreed to settle the Litigation in return for a cash payment of $1,025,000,000 for the benefit of the Class, including a $738.5 million payment by VEREIT, $225 million payment by or caused by AR Capital, ARC Advisors, Schorsch, Budko, Kahane, and Weil (inclusive of the thirty-one million, nine hundred seventy-two thousand, nine hundred and thirty-four dollars ($31,972,934) already deemed to be in VEREIT’s custody, which $31,972,934 VEREIT will cause to be contributed to the Settlement Fund), $12.5 million payment by Block and $49 million payment by Grant Thornton, subject to approval by the Court. - 3 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 5 of 60 EXECUTION COPY This Stipulation (together with the Exhibits hereto) reflects the final and binding agreement between the Settling Parties. II. LEAD PLAINTIFF’S CLAIMS AND THE BENEFITS OF SETTLEMENT Lead Plaintiff and Lead Counsel believe that the claims asserted in the Litigation have merit and that the evidence developed to date supports the claims asserted therein. However, Lead Plaintiff and Lead Counsel recognize the expense and risk of continued proceedings necessary to prosecute the Litigation against Defendants through trial and post-trial appeals. Lead Plaintiff and Lead Counsel also have taken into account the uncertain outcome and the risk of litigation, especially in complex actions such as this Litigation, as well as the difficulties and delays inherent in such litigation. Lead Plaintiff and Lead Counsel also are mindful of the inherent problems of proof under and possible defenses to the securities law violations asserted in the Litigation. Lead Plaintiff and Lead Counsel believe that the Settlement set forth in this Stipulation confers substantial benefits upon the Class. Based on their evaluation, Lead Plaintiff and Lead Counsel have determined that the Settlement set forth in this Stipulation is in the best interests of Lead Plaintiff and the Class. III. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY Throughout this Litigation, Defendants have denied, and continue to deny, any and all allegations of fault, liability, wrongdoing, or damages whatsoever arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied, and continue to deny, among other allegations, the allegations that Plaintiffs or the Class have suffered any damages, or that Plaintiffs or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Litigation. Defendants’ decision to settle the Litigation is based on the conclusion that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation, - 4 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 6 of 60 EXECUTION COPY and that it would be beneficial to avoid the burden, inconvenience, and expense associated with continuing the Litigation, and the uncertainty and risks inherent in any litigation, especially in complex cases like this Litigation.2 IV. TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Lead Plaintiff (for itself and the Class Members) and Defendants, by and through their counsel, that, subject to the approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in consideration of the benefits flowing to the parties from the Settlement, the Litigation and the Released Claims shall be finally and fully compromised, settled, and released, and the Litigation shall be dismissed with prejudice, as to all Settling Parties, upon and subject to the terms and conditions of this Stipulation, as follows: 1. Definitions As used in this Stipulation the following terms, when capitalized, have the meanings specified below: 1.1 “AR Capital Parties” means AR Capital, ARC Advisors, Schorsch, Budko, Kahane, and Weil. 1.2 “AR Capital Parties’ Counsel” means Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C. (“Kellogg”) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), or any successor counsel to any or all of the AR Capital Parties should Kellogg and/or Paul, Weiss no longer be providing counsel to any or all of the AR Capital Parties in connection with the matters herein. 2 Notwithstanding the foregoing, McAlister, and only McAlister, acknowledges, as she has at other times in the Litigation, her plea of guilty to certain offenses in United States v. Lisa McAlister, 16-cr-00653 (S.D.N.Y.), and does not intend anything in the foregoing to be inconsistent with her plea. - 5 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 7 of 60 EXECUTION COPY 1.3 “ARCP Securities” means the common stock, preferred stock, and debt securities of American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) or ARC Properties Operating Partnership, L.P. (n/k/a VEREIT Operating Partnership, L.P.). 1.4 “Authorized Claimant” means any Class Member who submits a valid claim that is accepted for payment by the Claims Administrator. 1.5 “Block’s Counsel” means Steptoe & Johnson LLP, or any successor counsel to Block should Steptoe & Johnson LLP no longer be providing counsel to Block in connection with the matters herein. 1.6 “Claim(s)” means a paper claim submitted on a Proof of Claim and Release form or an electronic claim that is submitted to the Claims Administrator. 1.7 “Claims Administrator” means Gilardi & Co. LLC. 1.8 “Class” means all Persons who purchased or otherwise acquired ARCP Securities between February 28, 2013 and October 29, 2014. Excluded from the Class are: Defendants, members of the immediate families of each of the Defendants, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any Defendant, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party. For the avoidance of doubt, this exclusion does not extend to: (1) any investment company or pooled investment fund in which a Third-Party Underwriter Defendant may have a direct or indirect interest, or as to which its affiliates may act as an advisor, but of which a Third-Party Underwriter Defendant or its respective affiliates is not a majority owner or does not hold a majority beneficial interest; or (2) any employee benefit plan as to which a Third-Party Underwriter Defendant or its affiliates acts as an investment advisor or otherwise may be a fiduciary; provided, however, that membership in the Class by such investment company, pooled investment fund or employee benefit plan is limited to transactions in - 6 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 8 of 60 EXECUTION COPY ARCP Securities made on behalf of, or for the benefit of, persons other than persons that are excluded from the Class by definition. In other words, the Third-Party Underwriter Defendants cannot make a claim on their own behalf for their ownership share in any of the above entities. The Class also excludes any person or entity that entered into a settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014. Also excluded from the Class is any Class Member that validly and timely requested exclusion in accordance with the requirements set by the Court in connection with the Notice of Pendency of Class Action previously provided to the Class. 1.9 “Class Member” or “Member of the Class” mean a Person who falls within the definition of the Class as set forth in ¶1.8 above. 1.10 “Class Period” means the period between February 28, 2013 and October 29, 2014. 1.11 “Class Representatives” means Lead Plaintiff together with Sheet Metal Workers’ National Pension Fund, Union Asset Management Holding AG, Corsair Select 100 L.P., Corsair Select Master Fund, Ltd., Corsair Capital Partners L.P., Corsair Select L.P., Corsair Capital Partners 100 L.P., Corsair Capital Investors, Ltd., the New York City Employees’ Retirement System, the New York City Police Pension Fund, the New York City Police Officers’ Variable Supplements Fund, the Board of Education Retirement System of the City of New York, the Teachers’ Retirement System of the City of New York, the Teachers’ Retirement System of the City of New York Variable A, the New York City Fire Department Pension Fund, the New York City Fire Officers’ Variable Supplements Fund, the New York City Fire Fighters’ Variable Supplements Fund, the City of Tampa General Employees Retirement Fund, the IRA FBO John Esposito, Noah Bender, Simon Abadi, Paul Matten and Mitchell and Bonnie Ellis. 1.12 “Defendants’ Counsel” means, collectively, the law firms of Milbank LLP (“Milbank”); Morris, Manning & Martin, LLP; Becker, Glynn, Muffly, Chassin & Hosinski LLP; Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C.; Shearman & Sterling LLP; Steptoe & Johnson LLP; Weil, Gotshal & Manges LLP; Kirkland & Ellis LLP; Zuckerman Spaeder LLP; Petrillo Klein - 7 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 9 of 60 EXECUTION COPY & Boxer LLP; Winget, Spadafora & Schwartzberg LLP; Paul, Weiss, Rifkind, Wharton & Garrison LLP; and Sidley Austin LLP. 1.13 “Derivative Action” means the action captioned Witchko v. Schorsch, No. 1:15-cv- 06043-AKH pending in the United States District Court for the Southern District of New York. 1.14 “Derivative Settlement” means the settlement entered into by the parties in the Derivative Action pursuant to a stipulation submitted to the Court contemporaneously herewith. 1.15 “Effective Date,” or the date upon which this Settlement becomes “effective,” means the first date by which all of the events and conditions specified in ¶7.1 of the Stipulation have been met and have occurred or have been waived. 1.16 “Escrow Agent” means the law firm of Robbins Geller Rudman & Dowd LLP or its successor(s). 1.17 “Final” means, with respect to any order or Judgment of the Court, that such order or Judgment represents a final and binding determination of all issues within its scope and has not been reversed, vacated, or modified in any way and is no longer subject to appellate review, either because of disposition on appeal and conclusion of the appellate process or because of passage, without action, of time for seeking appellate review. Without limitation, an order or Judgment becomes final when: (a) either no appeal therefrom has been filed and the time has passed for any notice of appeal to be timely filed therefrom; or (b) an appeal has been filed and either (i) the court of appeals has either affirmed the order or Judgment or dismissed that appeal and the time for any reconsideration or further appellate review has passed; or (ii) a higher court has granted further appellate review and that court has either affirmed the underlying order or Judgment or affirmed the court of appeals’ decision affirming the Judgment or dismissing the appeal. For purposes of this paragraph, an “appeal” shall include any motion for reconsideration or rehearing or petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this Settlement. Any appeal or proceeding seeking subsequent judicial review pertaining solely to an - 8 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 10 of 60 EXECUTION COPY order issued with respect to: (i) attorneys’ fees, costs, or expenses or awards to Lead Plaintiff or other Class Representatives, (ii) the Plan of Allocation (as submitted or subsequently modified), or (iii) the procedures for determining Authorized Claimants’ recognized claims, shall not in any way delay, affect, or preclude the time set forth above for the Judgment to become Final, or otherwise preclude the Judgment from becoming Final. 1.18 “Grant Thornton’s Counsel” means Sidley Austin LLP or any successor counsel to Grant Thornton should Sidley Austin no longer be providing counsel to Grant Thornton in connection with the matters herein. 1.19 “Judgment” means the Order and Final Judgment to be rendered by the Court, substantially in the form attached hereto as Exhibit B, as well as any form of final judgment that may be entered by the Court in a form other than the form attached hereto as Exhibit B and where none of the Settling Parties elects to terminate this Settlement by reason of such variance, consistent with the terms of this Stipulation. 1.20 “Lead Counsel” means the law firm of Robbins Geller Rudman & Dowd LLP. 1.21 “Lead Plaintiff” means Teachers Insurance and Annuity Association of America, College Retirement Equities Fund, TIAA-CREF Equity Index Fund, TIAA-CREF Real Estate Securities Fund, TIAA-CREF Large Cap Value Index Fund, TIAA-CREF Small Cap Blend Index Fund, TIAA-CREF Life Real Estate Securities Fund, TIAA-CREF Life Equity Index Fund, and TIAA-CREF Bond Index Fund. 1.22 “Litigation” means the consolidated actions captioned In re American Realty Capital Properties, Inc. Litigation, No. 1:15-mc-00040-AKH pending in the United States District Court for the Southern District of New York. 1.23 “Net Settlement Fund” means the Settlement Fund less: (i) any Court-awarded attorneys’ fees, expenses, costs and charges (including awards to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class), and interest thereon; (ii) Notice - 9 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 11 of 60 EXECUTION COPY and Administration Expenses; (iii) Taxes and Tax Expenses; and (iv) other Court-approved deductions. 1.24 “Person(s)” means an individual, corporation (including all its divisions and subsidiaries thereof), limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and all of their respective spouses, heirs, beneficiaries, executors, administrators, predecessors, successors, representatives, or assignees. 1.25 “Plaintiffs” means Lead Plaintiff and Class Representatives. 1.26 “Plaintiffs’ Counsel” means Lead Counsel and any attorney or firm who has appeared in the Litigation on behalf of any of the Plaintiffs or the Class. 1.27 “Plan of Allocation” means a plan or formula of allocation of the Net Settlement Fund whereby the Net Settlement Fund shall be distributed to Authorized Claimants. Any Plan of Allocation is not part of this Stipulation and neither Defendants nor their Related Parties shall have any responsibility or liability with respect thereto. 1.28 “Proof of Claim and Release” means the Proof of Claim and Release form for submitting a Claim, which, subject to approval of the Court, shall be substantially in the form attached hereto as Exhibit A-2. A Class Member must complete and submit the Proof of Claim and Release should that Class Member seek to share in a distribution of the Net Settlement Fund. 1.29 “Related Parties” means each Defendant’s respective present and former parents, subsidiaries, divisions, controlling persons, associates, entities and affiliates and each and all of their respective present and former employees, members, partners, principals, officers, directors, controlling shareholders, agents, attorneys, advisors (including financial or investment advisors), accountants, auditors, consultants, underwriters, investment bankers, commercial bankers, entities providing fairness opinions, general or limited partners or partnerships, limited liability companies, - 10 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 12 of 60 EXECUTION COPY members, joint ventures and insurers and reinsurers of each of them; as well as the predecessors, successors, assigns, estates, immediate family members, spouses, heirs, executors, trusts, trustees, administrators, agents, legal or personal representatives, assigns, and assignees of each of them, in their capacity as such. 1.30 “Released Claims” means any and all rights, liabilities, suits, debts, obligations, demands, damages, losses, judgment matters, issues, claims (including Unknown Claims), and causes of action of every nature and description whatsoever, in law, equity, or otherwise, whether accrued or unaccrued, fixed or contingent, liquidated or unliquidated, whether arising under federal, state, local, statutory, common law, foreign law, or any other law, rule, or regulation, and whether class and/or individual in nature, concerning, based on, arising out of, or in connection with both: (i) the purchase or other acquisition of ARCP Securities by Lead Plaintiff or any other Class Member during the period between February 28, 2013 and October 29, 2014; and (ii) the allegations, transactions, acts, facts, matters, occurrences, disclosures, statements, filings, representations, omissions, or events that were or could have been alleged or asserted in the Litigation. Released Claims do not include claims to enforce the Settlement, any shareholder derivative claims on behalf of ARCP, or governmental agency actions against the Released Persons. 1.31 “Released Defendants’ Claims” means any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, that arise out of, are based upon, or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Litigation, except for claims relating to the enforcement of the Settlement. 1.32 “Released Persons” means each and all of the Defendants and their Related Parties. 1.33 “Releasing Plaintiff Party” or “Releasing Plaintiff Parties” means Lead Counsel and each and every plaintiff, Class Member, and counsel to any plaintiff, and each of their respective - 11 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 13 of 60 EXECUTION COPY past or present trustees, officers, directors, partners, employees, contractors, accountants, auditors, principals, agents, attorneys, predecessors, successors, assigns, representatives, affiliates, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Releasing Plaintiff Party who is an individual, as well as any trust of which any Releasing Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Releasing Plaintiff Parties does not include any Person who timely and validly sought exclusion from the Class, or any purchaser or acquirer of any ARCP Securities which settled, compromised or otherwise resolved any claims against any Released Persons related to such purchaser’s or acquirer’s acquisition of ARCP Securities. 1.34 “Settlement” means the resolution of the Litigation in accordance with the terms and provisions of this Stipulation. 1.35 “Settlement Amount” means One Billion Twenty-five Million Dollars (U.S. $1,025,000,000.00) to be paid by check(s) and/or wire transfer(s) to the Escrow Agent pursuant to ¶2.2 of this Stipulation. 1.36 “Settlement Fund” means the Settlement Amount plus all interest and accretions thereto. 1.37 “Settlement Hearing” means the hearing set by the Court under Rule 23(e)(2) of the Federal Rules of Civil Procedure to consider final approval of the Settlement. 1.38 “Settling Parties” means, collectively, Defendants and Lead Plaintiff, on behalf of itself and the Class. 1.39 “Supplemental Agreement” means the Supplemental Agreement dated September 8, 2019 between TIAA and VEREIT. 1.40 “Tax” or “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any governmental authority, including, but not limited to, any local, state, and federal taxes. - 12 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 14 of 60 EXECUTION COPY 1.41 “Unknown Claims” means (a) any and all Released Claims which the Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the Class; and (b) any and all Released Defendants’ Claims that the Released Persons do not know or suspect to exist in his, her, or its favor at the time of the release of the Plaintiffs, the Class and Plaintiffs’ Counsel, which, if known by him, her, or it, might have affected his, her, or its settlement and release of Plaintiffs, the Class and Plaintiffs’ Counsel. With respect to (a) any and all Released Claims against the Released Persons, and (b) any and all Released Defendants’ Claims against Plaintiffs, the Class and Plaintiffs’ Counsel, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. The Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. The Releasing Plaintiff Parties and Released Persons acknowledge that they may hereafter discover facts in addition to or different from those which he, she, it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a) the Releasing Plaintiff Parties shall expressly fully, finally, and forever waive, - 13 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 15 of 60 EXECUTION COPY compromise, settle, discharge, extinguish, and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non- contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities, and (b) the Released Persons shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendants’ Claims against the Plaintiffs, the Class and Plaintiffs’ Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Persons shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and is an essential element of the Settlement of which this release is a part. - 14 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 16 of 60 EXECUTION COPY 1.42 “VEREIT’s Counsel” means Milbank LLP (“Milbank”), or any successor counsel to VEREIT should Milbank no longer be providing counsel to VEREIT in connection with the matters herein. 2. The Settlement 2.1 The obligations incurred pursuant to the Stipulation are: (a) subject to approval by the Court and the Judgment becoming Final; (b) subject to approval of the Derivative Settlement by the Court; and (c) in full and final disposition of the Litigation with respect to the Releasing Plaintiff Parties and Released Persons and any and all Released Claims and Released Defendants’ Claims upon and subject to the terms and conditions set forth herein. 2.2 Certain Defendants shall pay the Settlement Amount of one billion twenty-five million dollars ($1,025,000,000). The contributions to the Settlement Amount will be as follows: i. VEREIT shall contribute seven hundred thirty-eight million five hundred thousand dollars ($738,500,000); ii. AR Capital, ARC Advisors, Schorsch, Budko, Kahane, and Weil shall contribute, or cause to be contributed, two hundred twenty-five million dollars ($225,000,000) (inclusive of the thirty-one million, nine hundred seventy-two thousand, nine hundred and thirty-four dollars ($31,972,934) already deemed to be in VEREIT’s custody, which $31,972,934 VEREIT will cause to be contributed to the Settlement Fund); iii. Block shall contribute twelve million five hundred thousand dollars ($12,500,000); and iv. Grant Thornton shall contribute forty-nine million dollars ($49,000,000). 2.3 Within ten (10) calendar days of the later of (i) entry of an order permitting notice to be provided to the Class in connection with the Class Settlement pursuant to Federal Rule of Civil Procedure 23, and (ii) entry of an order permitting notice to be provided in connection with the Derivative Settlement pursuant to Federal Rule of Civil Procedure 23.1, Defendants listed in ¶ 2.2 (i- - 15 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 17 of 60 EXECUTION COPY iv), and only those Defendants, shall pay the Settlement Amount to the Escrow Agent plus the interest associated therewith at the rate of 2.5% per annum, which shall begin accruing on October 15, 2019 with respect to a particular Defendant for any portion of the Settlement Amount that such Defendant has not paid to the Escrow Agent by that date, and shall cease accruing with respect to such Defendant on the date the Settlement Amount is paid to the Escrow Agent. 2.4 In the event any Defendant fails to make the contribution(s) provided for in ¶2.2 within the time period provided for in ¶2.3, Lead Plaintiff shall have the right to terminate and cancel the Settlement on behalf of itself and the Class with respect to: (i) the Settlement in its entirety; or (ii) any Defendant that fails to make the contribution amount as provided for in ¶2.2 within the time period as provided for in ¶2.3. Lead Plaintiff may terminate and cancel the Settlement in toto or as to a particular Defendant by providing written notice of its election to do so to the other parties to this Stipulation. 2.5 Other than the obligation to pay or cause to be paid the Settlement Amount into the Settlement Fund set forth in ¶2.2 within the time period set forth in ¶2.3, the Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to: (i) any act, omission, or determination by Lead Counsel or the Claims Administrator, or any of their respective designees, in connection with the administration of the Settlement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any Claims asserted against the Settlement Fund; (v) any loss suffered by, or fluctuation in value of, the Settlement Fund; or (vi) the payment or withholding of any Taxes, expenses, and/or costs incurred in connection with the taxation of the Settlement Fund, distributions or other payments from the Escrow Account, or the filing of any federal, state, or local returns. - 16 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 18 of 60 EXECUTION COPY 2.6 Other than the obligation to cause the payment of the Settlement Amount in accordance with the terms of ¶¶2.2 and 2.3, Defendants shall have no obligation to make any other payments into the Escrow Account, to any Class Member or to Plaintiffs pursuant to the Stipulation. a. Condition Precedent 2.7 The Settlement is conditioned on the Court granting final approval of each of the Settlement and the Derivative Settlement, and approval of the Settlement (but not the Derivative Settlement) becoming Final. Approval of the Settlement becomes Final when the conditions set forth in ¶1.17 are satisfied. Approval of the Derivative Settlement becomes final within the meaning of this ¶2.7 when the District Court enters judgment approving the Derivative Settlement, but does not require the exhaustion of any appeals or the time for such appeals having run. b. The Escrow Agent 2.8 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.2 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund, and the Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. Provided the Escrow Agent invests the Settlement Fund as set forth herein, the Escrow Agent shall have no liability whatsoever with respect to any investment decision made in connection with the Settlement Fund. - 17 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 19 of 60 EXECUTION COPY 2.9 The Escrow Agent shall not disburse the Settlement Fund except as provided in this Stipulation, by an order of the Court, or with the prior written agreement of VEREIT’s Counsel, Grant Thornton’s Counsel, AR Capital Parties’ Counsel, Block’s Counsel, and Lead Counsel. 2.10 Subject to further order(s) and/or directions as may be made by the Court, or as provided in this Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of this Stipulation and shall incur no liability whatsoever for doing so. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.11 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Stipulation and/or further order(s) of the Court. 2.12 Notwithstanding the fact that the Effective Date of the Settlement has not yet occurred, Lead Counsel may pay from the Settlement Fund, without further approval from Defendants and/or order of the Court, costs and expenses actually incurred in connection with providing notice of the Settlement to the Class by mail, publication, and other means, locating Class Members, assisting with the submission of Claims, processing Proof of Claim and Release forms, administering the Settlement, and paying escrow taxes, fees and costs, if any, up to a maximum of $2.25 million (“Notice and Administration Expenses”). The $2.25 million maximum only applies to such costs and expenses paid prior to the Effective Date. After the Effective Date, Lead Counsel may pay all of the costs and expenses actually incurred in connection with the administration of the Settlement Fund without further order of the Court. In the event that the Settlement does not become Final, any money paid or incurred for the above purposes, including any related fees, shall not be returned or repaid to Defendants or their insurers. - 18 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 20 of 60 EXECUTION COPY 2.13 It shall be Lead Counsel’s responsibility to disseminate the Notice, Proof of Claim and Release, and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall have no responsibility for or liability whatsoever with respect to the Notice and Administration Expenses, nor shall they have any responsibility or liability whatsoever for any claims with respect thereto, including any claims that may arise from any failure of the notice process. The Escrow Agent through the Settlement Fund, shall indemnify and hold each of the Released Persons and their counsel harmless for any Notice and Administration Expenses. c. Taxes 2.14 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement Fund as being at all times a “qualified settlement fund” within the meaning of Treas. Reg. §1.468B-1, and the regulations promulgated thereunder. The Settling Parties and the Escrow Agent further agree that the Settlement Fund shall be established pursuant to the Court’s subject matter jurisdiction within the meaning of Treas. Reg. §1.468B-1(c)(1). In addition, the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this ¶2.14, including the “relation-back election” (as defined in Treas. Reg. §1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (b) For the purpose of §1.468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the “administrator” (as defined in Treas. Reg. §1.468B-2(k)(3)) shall be the Escrow Agent. The Escrow Agent shall timely and properly file all - 19 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 21 of 60 EXECUTION COPY informational and other federal, state, or local tax returns necessary or advisable with respect to the earnings on the Settlement Fund (including, without limitation, the returns described in Treas. Reg. §1.468B-2(k)). Such returns (as well as the elections described in ¶2.14(a) hereof) shall be consistent with this ¶2.14 and in all events shall reflect that all Taxes (including any estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in ¶2.14(c) hereof. (c) All (i) Taxes (including any estimated Taxes, interest, or penalties) arising with respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that may be imposed upon the Released Persons or their counsel with respect to any income earned by the Settlement Fund for any period, after the deposit of the Settlement Amount, during which the Settlement Fund does not qualify as a “qualified settlement fund” for federal or state income tax purposes, and (ii) expenses and costs incurred in connection with the operation and implementation of this ¶2.14 (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this ¶2.14) (“Tax Expenses”), shall be paid out of the Settlement Fund; in all events the Released Persons and their counsel shall have no liability or responsibility whatsoever for the Taxes or the Tax Expenses. The Escrow Agent, through the Settlement Fund, shall indemnify and hold each of the Released Persons and their counsel harmless for Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior order from the Court and the Escrow Agent shall be authorized (notwithstanding anything herein to the contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treas. Reg. §1.468B-2(l)(2)); neither the Released Persons nor their counsel are responsible nor shall they have any liability for any Taxes or Tax Expenses. The - 20 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 22 of 60 EXECUTION COPY Settling Parties hereto agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this ¶2.14. 2.15 The Settlement is non-recapture, i.e., it is not a claims-made settlement. If this Settlement is finally approved, the Defendants will have no ability to get back any of the Settlement Fund for any reason. d. Termination of Settlement 2.16 In the event that the Settlement is not approved, or is terminated, canceled, or the Effective Date otherwise fails to occur for any reason, including, without limitation, in the event the Judgment does not become Final or the Derivative Settlement is not granted final approval by the Court, the Settlement Fund less Notice and Administration Expenses or Taxes or Tax Expenses paid, incurred, or due and owing pursuant to ¶¶2.12 and 2.14 hereof in connection with the Settlement provided for herein, shall be refunded pursuant to written instructions from Defendants’ Counsel in accordance with ¶7.4 herein. 2.17 VEREIT may elect to terminate the Settlement in the event that valid requests for exclusion from the Class exceed a criteria previously agreed upon in the Supplemental Agreement. If the Court requires the filing of the Supplemental Agreement, VEREIT and TIAA shall request that it be filed under seal, and no party to this Stipulation will oppose that request. 3. Preliminary Approval Order and Settlement Hearing 3.1 Promptly after execution of this Stipulation, Lead Counsel shall submit this Stipulation together with its Exhibits to the Court forthwith for entry of an order (the “Preliminary Approval Order”), substantially in the form of Exhibit A attached hereto, requesting, inter alia, the preliminary approval of the Settlement set forth in this Stipulation and approval for the mailing of a settlement notice (the “Notice”) and publication of a summary notice (“Summary Notice”), substantially in the forms of Exhibits A-1 and A-3 attached hereto. The Notice shall include the general terms of the Settlement set forth in this Stipulation, the proposed Plan of Allocation, the - 21 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 23 of 60 EXECUTION COPY general terms of the Fee and Expense Application, as defined in ¶6.1 hereof, and the date of the Settlement Hearing as defined below. 3.2 Lead Counsel shall request that, after notice is given and not earlier than one hundred (100) calendar days after the Court issues preliminary approval of the proposed Settlement, the Court hold a hearing (the “Settlement Hearing”) and approve the Settlement of the Litigation as set forth herein. At or after the Settlement Hearing, Lead Counsel also will request that the Court approve the proposed Plan of Allocation and the Fee and Expense Application. 3.3 The Settling Parties agree that they will request that the Court hold a hearing on final approval of the Settlement prior to any hearing on final approval of the Derivative Settlement. 4. Releases 4.1 Upon the Effective Date, as defined in ¶1.15 hereof, Lead Plaintiff shall, and each and every Releasing Plaintiff Party shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever waived, released, relinquished, discharged, and dismissed each and every one of the Released Claims against each and every one of the Released Persons and shall forever be barred and enjoined from commencing, instituting, prosecuting, or maintaining any and all of the Released Claims against any and all of the Released Persons, whether or not such Releasing Plaintiff Party executes and delivers the Proof of Claim and Release or shares in the Net Settlement Fund. Claims to enforce the terms of this Stipulation are not released. 4.2 Any Proof of Claim and Release that is executed by Class Members shall release all Released Claims against the Released Persons and shall be substantially in the form contained in Exhibit A-2 attached hereto. 4.3 Upon the Effective Date, the Releasing Plaintiff Parties will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, asserting the Released Claims against any of the Released Persons. - 22 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 24 of 60 EXECUTION COPY 4.4 Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Defendants’ Claims against Plaintiffs, the Class and Plaintiffs’ Counsel. Claims to enforce the terms of this Stipulation are not released. 4.5 In the event that the Settlement becomes Final, and approval of the Derivative Settlement is reversed or vacated on appeal, each of the contributions into the Settlement Fund listed in ¶2.2 (i-iv) shall be deemed to have been made solely by and wholly attributable to VEREIT and, in such event, VEREIT shall retain the right to pursue against such contributing parties listed in ¶2.2 (i-iv) any contribution or similar claims relating to the contributions to the Settlement Fund, provided, however, that VEREIT shall not be permitted to pursue any claim for prior advancement or indemnification of attorney’s fees or other expenses incurred in connection with the Litigation or any other proceeding other than the Derivative Action. 4.6 Upon the Effective Date, to the fullest extent permitted by law, (i) all Persons shall be permanently enjoined, barred and restrained from commencing, instituting, prosecuting, or maintaining any claims, actions, or causes of action for contribution, indemnity or otherwise against any of the Released Persons seeking as damages or otherwise the recovery of all or part of any liability, judgment, or settlement which they pay or are obligated to pay or agree to pay to the Releasing Plaintiff Parties arising out of, relating to or concerning any acts, facts, statements or omissions that were or could have been alleged in the Litigation, both known and Unknown Claims, whether arising under state, federal or foreign law, as claims, cross-claims, counterclaims, third- party claims or otherwise, in the Court or any other federal, state, or foreign court, or in any arbitration proceeding, administrative agency proceeding, tribunal, or any other proceeding or forum; and (ii) all Released Persons shall be permanently enjoined, barred and restrained from - 23 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 25 of 60 EXECUTION COPY commencing, instituting, prosecuting, or maintaining any claims, actions, or causes of action for contribution, indemnity or otherwise against any Persons seeking as damages or otherwise the recovery of all or part of any liability, judgment or settlement which they pay or are obligated to pay or agree to pay to the Releasing Plaintiff Parties arising out of, relating to, or concerning any acts, facts, statements or omissions that were or could have been alleged in the Litigation, both known and Unknown Claims, whether arising under state, federal or foreign law, as claims, cross-claims, counterclaims, third-party claims or otherwise, in the Court or any other federal, state, or foreign court, or in any arbitration proceeding, administrative agency proceeding, tribunal, or any other proceeding or forum; provided that clauses (i) and (ii) of this Paragraph shall not be construed to modify, amend, or supersede any agreements between or among the Released Persons with respect to claims between or among those Released Persons, including but not limited to the Supplementary Agreements as defined in the stipulation submitted to the Court contemporaneously herewith in connection with the Derivative Settlement. 5. Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel and the Court as may be necessary or as circumstances may require, shall administer and calculate the Claims submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. The Released Persons and Defendants’ Counsel shall have no responsibility for or interest in whatsoever with respect to the administration of the Settlement or the actions or decisions of the Claims Administrator, and shall have no liability whatsoever to the Releasing Plaintiff Parties, including Plaintiffs, any other Class Members, or Plaintiffs’ Counsel, in connection with such administration, including, but not limited to: (i) any act, omission, or determination by Lead Counsel, the Escrow Agent, and/or the Claims Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement or otherwise; (ii) the - 24 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 26 of 60 EXECUTION COPY management or investment of the Settlement Fund or the Net Settlement Fund, or the distribution of the Net Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any Claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in value of, the Settlement Fund; or (vi) the payment or withholding of any taxes, expenses, and/or costs incurred with the taxation of the Settlement Fund or the filing of any federal, state, or local returns. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses; (c) to pay attorneys’ fees and expenses of Plaintiffs’ Counsel and awards to Plaintiffs (the “Fee and Expense Award”); and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as provided by this Stipulation, the Plan of Allocation, or the orders of the Court. 5.3 After the Effective Date, and in accordance with the terms of this Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following provisions of this Stipulation. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Class Member shall be required to submit to the Claims Administrator a completed Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified in the Proof of Claim and Release. 5.5 Except as provided for herein or otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim and Release shall be forever barred from receiving any payments pursuant to this Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons - 25 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 27 of 60 EXECUTION COPY concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not an obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against any Plaintiff, Plaintiffs’ Counsel, the Claims Administrator or any Class Member by reason of the exercise or non-exercise of such discretion. 5.6 Each Proof of Claim and Release shall be submitted to and reviewed by the Claims Administrator, who shall determine, in accordance with this Stipulation and the approved Plan of Allocation, the extent, if any, to which each Claim shall be allowed, subject to review by the Court pursuant to ¶5.8 below. 5.7 Proof of Claim and Release forms that do not meet the submission requirements may be rejected. Prior to rejecting a Proof of Claim and Release in whole or in part, the Claims Administrator shall communicate with the claimant in writing to give the claimant the chance to remedy any curable deficiencies in the Proof of Claim and Release submitted. The Claims Administrator, under the supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all claimants whose Claims the Claims Administrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose Claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of ¶5.8 below. 5.8 If any claimant whose timely Claim has been rejected in whole or in part for curable deficiency desires to contest such rejection, the claimant must, within twenty (20) calendar days after the date of mailing of the notice required in ¶5.7 above, or a lesser period of time if the Claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a Claim cannot be otherwise resolved, Lead Counsel shall thereafter present the claimant’s request for review to the Court. - 26 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 28 of 60 EXECUTION COPY 5.9 Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the Person’s claim to the Net Settlement Fund. All proceedings with respect to the administration, processing and determination of Claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of Claims, shall be subject to the jurisdiction of the Court, but shall not in any event delay or affect the finality of the Judgment. All Class Members, other claimants, and parties to this Settlement expressly waive trial by jury (to the extent any such right may exist) and any right of appeal or review with respect to such determinations. 5.10 Following the Effective Date, the Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the distribution of the Net Settlement Fund, the Claims Administrator at Lead Counsel’s direction shall, if feasible, redistribute such balance among Authorized Claimants who negotiated the checks sent in the initial distribution and who would receive a minimum of $10.00. These redistributions shall be repeated until the balance remaining in the Net Settlement Fund is de minimis. Any de minimis balance that still remains in the Net Settlement Fund after such reallocation(s) and payments, which is not feasible or economical to reallocate, shall be donated to any appropriate, non-profit charitable organization(s) unaffiliated with any party or their counsel serving the public interest selected by Lead Counsel. 5.11 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of Claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No Person shall have any claim of any kind against the Released Persons with respect to the matters set forth in ¶¶5.1-5.13 hereof; and the Releasing Plaintiff Parties release the Released Persons from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. - 27 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 29 of 60 EXECUTION COPY 5.12 No Person shall have any claim against any Released Persons, any Plaintiff, any counsel to any Plaintiff or the Claims Administrator, or any other Person designated by Lead Counsel based on determinations or distributions made substantially in accordance with this Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. 5.13 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein, or any other orders entered pursuant to the Stipulation. 6. Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses 6.1 Lead Counsel may submit an application or applications (the “Fee and Expense Application”) from the Settlement Fund for: (a) an award of attorneys’ fees; plus (b) expenses or charges in connection with prosecuting the Litigation; plus (c) any interest earned on such attorneys’ fees and expenses at the same rate and for the same periods as earned by the Settlement Fund (until paid) as may be awarded by the Court. In addition, Plaintiffs may request awards in connection with their representation of the Class pursuant to 15 U.S.C. §78u-4(a)(4). Lead Counsel reserves the right to make additional applications for fees and expenses incurred. 6.2 Any fees and expenses, as awarded by the Court, shall be paid to Lead Counsel from the Settlement Fund, as ordered, immediately after the Court executes the Judgment and an order awarding such fees and expenses, notwithstanding the existence of any timely filed objections thereto or to the Settlement, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof. Lead Counsel may thereafter allocate the attorneys’ fees among Plaintiffs’ - 28 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 30 of 60 EXECUTION COPY Counsel in a manner in which it in good faith believes reflects the contributions of such counsel to the initiation, prosecution, and resolution of the Litigation. 6.3 In the event that the Effective Date does not occur, or the Judgment or the order making the Fee and Expense Award is reversed or modified, or this Stipulation is canceled or terminated for any other reason, and such reversal, modification, cancellation or termination becomes Final and not subject to review, and in the event that the Fee and Expense Award has been paid, then Lead Counsel, including its partners, and such other Plaintiffs’ Counsel, including their law firms, partners, and/or shareholders who received any portion of the Fee and Expense Award shall, within ten (10) business days from receiving notice from VEREIT’s Counsel, Grant Thornton’s Counsel, AR Capital Parties’ Counsel, or Block’s Counsel, or from a court of appropriate jurisdiction, refund to the Settlement Fund all such fees and expenses previously paid to them from the Settlement Fund, in an amount consistent with such reversal, modification, cancellation or termination, and such fees and expenses shall be distributed from the Settlement Fund in accordance with ¶7.4. Any refunds required pursuant to this ¶6.3 shall be the several obligation of Plaintiffs’ Counsel, including their law firms, partners, and/or shareholders, to make appropriate refunds or repayments to the Settlement Fund. Each such Plaintiffs’ Counsel receiving an award of fees and expenses or Plaintiff receiving an award pursuant to 15 U.S.C. §78u-4(a)(4), as a condition of receiving such fees, expenses or award on behalf of itself and each partner and/or shareholder of it, agrees that (a) such Person and its partners, shareholders, and/or members are subject to the jurisdiction of the Court for the purpose of enforcing the provisions of this paragraph, and (b) are severally liable for the full amount of any fees, expenses and/or costs paid to them from the Settlement Fund together with the interest earned thereon. Without limitation, Plaintiffs’ Counsel and Plaintiffs and their partners, shareholders, and/or members agree that the Court may, upon application of Defendants and notice to Plaintiffs’ Counsel, summarily issue orders, including, but - 29 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 31 of 60 EXECUTION COPY not limited to, judgments and attachment orders, and may make appropriate findings of or sanctions for contempt, should such law firms or any of its partners, shareholders, or members fail to timely repay fees, interest and expenses pursuant to this paragraph. 6.4 The procedure for and the allowance or disallowance by the Court of any applications by any Plaintiffs’ Counsel for attorneys’ fees and expenses to be paid out of the Settlement Fund is not part of the Settlement set forth in this Stipulation, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and shall have no effect on the terms of the Stipulation or on the validity or enforceability of this Settlement. The approval of the Settlement, and it becoming Final, shall not be contingent on the award of attorneys’ fees and expenses, any award to Plaintiffs, Lead Counsel, or Plaintiffs’ Counsel, nor any appeals from such awards. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Stipulation, or affect or delay the finality of the Judgment approving this Stipulation and the Settlement of the Litigation set forth therein. 6.5 Any fees and/or expenses awarded by the Court shall be paid solely from the Settlement Fund. With the sole exception of Defendants’ obligation to pay or cause the Settlement Amount to be paid into the Escrow Account as provided for in ¶2.2, the Released Persons shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees and/or expenses (including Taxes) to Plaintiffs’ Counsel, or any other counsel or Person who receives payment from the Net Settlement Fund. 6.6 The Released Persons shall have no responsibility for, and no liability whatsoever with respect to, the allocation among Plaintiffs’ Counsel and/or any other Person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Litigation. 6.7 The Released Persons shall have no responsibility for, and no liability whatsoever with respect to, any attorneys’ fees, costs, or expenses (including Taxes) incurred by or on behalf of any Class Member, whether or not paid from the Escrow Account. - 30 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 32 of 60 EXECUTION COPY 7. Conditions of Settlement, Effect of Disapproval, Cancellation, or Termination 7.1 The Effective Date of the Settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Preliminary Approval Order directing notice to the Class, as required by ¶3.1 hereof; (b) the Settlement Amount has been deposited into the Escrow Account; (c) the Court has entered the Judgment, or a judgment substantially in the form of Exhibit B attached hereto; (d) the Judgment has become Final, as defined in ¶1.17 hereof; and (e) the Court has granted final approval of the Derivative Settlement. 7.2 Upon the Effective Date, any and all remaining interest or right of the Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If the conditions specified in ¶7.1 hereof are not met, then the Settlement shall be canceled and terminated subject to ¶¶7.4, 7.5 and 7.6 hereof unless Lead Counsel and counsel for the Defendants mutually agree in writing to proceed with the Settlement. 7.3 Each of Lead Plaintiff and Defendants shall have the right to terminate the Settlement and this Stipulation by providing written notice of their election to do so (“Termination Notice”) to all other parties hereto within thirty (30) calendar days of: (a) the Court’s refusal to enter the Preliminary Approval Order; (b) the Court’s refusal to approve the Settlement; (c) the Court’s refusal to enter the Judgment; (d) the date upon which the Judgment is reversed or vacated or altered following any appeal taken therefrom, or is successfully collaterally attacked; (e) the Court’s refusal to grant final approval of the Derivative Settlement; or (f) the failure of the Effective Date to occur for any reason. Only VEREIT possesses the right to terminate the Settlement in the event that valid requests for exclusion from the Class exceed the criteria set forth in the Supplemental Agreement. For avoidance of doubt, no order of the Court or modification or reversal on appeal of any order of - 31 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 33 of 60 EXECUTION COPY the Court concerning the Plan of Allocation or the amount of any attorney’s fees, expenses, and interest awarded by the Court to Lead Counsel or costs and expenses to Plaintiffs shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Stipulation. 7.4 Unless otherwise ordered by the Court, in the event this Stipulation is not approved or this Stipulation or the Settlement is terminated, or canceled, or the Effective Date otherwise fails to occur for any reason, including, without limitation, in the event the Judgment is reversed or vacated or altered following any appeal taken therefrom, within ten (10) business days after written notification of such event is sent by VEREIT’s Counsel, Grant Thornton’s Counsel, AR Capital Parties’ Counsel, Block’s Counsel, or Lead Counsel to the Escrow Agent, the Settlement Fund, less Taxes, Tax Expenses and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶2.12 and/or 2.14 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.12 and/or 2.14 hereof, shall be distributed by the Escrow Agent as follows: 4.7805% to Grant Thornton; 18.832% to be distributed pursuant to joint instructions by VEREIT and the AR Capital Parties to be issued consistent with a separate agreement reached between VEREIT and the AR Capital Parties; 0.4905% to Block; 0.729% to be distributed pursuant to joint instructions by VEREIT and Block to be issued consistent with a separate agreement reached between VEREIT and Block; and the remainder distributed to VEREIT. Such distributions shall be made pursuant to written instructions from (i) Grant Thornton’s Counsel as to the portion of the Settlement Fund to be distributed to Grant Thornton, (ii) a joint letter executed by VEREIT’s Counsel and the AR Capital Parties’ Counsel for the 18.832% portion of the Settlement Fund, (iii) Block’s Counsel as to the portion of the Settlement Fund to be distributed to Block, (iv) a joint letter executed by VEREIT’s Counsel and Block’s Counsel for the 0.729% portion of the Settlement Fund, and (v) VEREIT’s Counsel as to all other - 32 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 34 of 60 EXECUTION COPY portions of the Settlement Fund. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund to the same Persons in the same manner as the Settlement Fund described in this ¶7.4. Such payments shall be pursuant to written instructions from (i) Grant Thornton’s Counsel as to the portion of the Settlement Fund to be distributed to Grant Thornton, (ii) a joint letter executed by VEREIT’s Counsel and the AR Capital Parties’ Counsel for the 18.832% portion of the Settlement Fund, (iii) Block’s Counsel as to the portion of the Settlement Fund to be distributed to Block, (iv) a joint letter executed by VEREIT’s Counsel and Block’s Counsel for the 0.729% portion of the Settlement Fund, and (v) VEREIT’s Counsel as to all other portions of the Settlement Fund. 7.5 In the event that this Stipulation is not approved or this Stipulation or the Settlement is terminated, canceled, or the Effective Date otherwise fails to occur for any reason, the Settling Parties shall be restored to their respective positions in the Litigation as of August 21, 2019. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.42, 2.12-2.14, 2.16- 2.17, 6.3-6.4, 7.4-7.6, and 9.6 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of this Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or any Fee and Expense Award shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of this Stipulation. 7.6 If the Effective Date does not occur, or if this Stipulation is terminated pursuant to its terms, neither Plaintiffs nor Plaintiffs’ Counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶2.12 or 2.14. In addition, any amounts already incurred pursuant to ¶¶2.12 or 2.14 hereof at the time of such termination or cancellation but which have not been paid, shall be - 33 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 35 of 60 EXECUTION COPY paid by the Escrow Agent in accordance with the terms of this Stipulation prior to the balance being refunded in accordance with ¶¶2.16 and 7.4 hereof. 8. No Admission of Wrongdoing 8.1 Neither the Settlement, this Stipulation (whether or not consummated), including the Exhibits hereto and the Plan of Allocation contained therein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of this Stipulation and the Settlement, nor any proceedings taken pursuant to or in connection with this Stipulation, and/or approval of the Settlement (including any arguments proffered in connection therewith): (a) shall be offered or received against any Defendant as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any Defendant of the truth of any allegations by Plaintiffs or any Member of the Class or the validity of any claim that has been or could have been asserted in the Litigation, or the deficiency of any defense that has been or could have been asserted in the Litigation or in any other litigation, including, but not limited to, litigation of the Released Claims, or of any liability, negligence, fault, or wrongdoing of any kind of any of the Defendants; (b) shall be referred to for any other reason as against any of the Defendants, in any civil, criminal, or administrative action or proceeding, other than in such proceedings as may be necessary to effectuate the provisions of this Stipulation; (c) shall be offered or received against any Defendant as evidence of a presumption, concession, or admission of any fault, misrepresentations, or omission with respect to any statement or written document approved or made by any Defendant, or against Plaintiffs or any Member of the Class as evidence of any infirmity in the claims of Plaintiffs and the Class; (d) shall be offered or received against any Defendant as evidence of a presumption, concession, or admission of any liability, negligence, fault, or wrongdoing, or in any way referred to for any other reason as against any of the parties to this Stipulation, in any other civil, criminal, or administrative action or proceeding; provided, however, that if this Stipulation is - 34 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 36 of 60 EXECUTION COPY approved by the Court, Defendants and their Related Parties may refer to it to effectuate the release granted them hereunder; or (e) shall be construed against Defendants, Plaintiffs, or the Class as evidence of a presumption, concession, or admission that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial or in any proceeding other than this Settlement. 9. Miscellaneous Provisions 9.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of this Stipulation. 9.2 The Settling Parties intend this Settlement to be a final and complete resolution of all disputes between the Class and the Defendants with respect to the Litigation. The Settlement shall not be deemed an admission by any Settling Party as to the merits of any claim or defense. The Judgment will contain a finding that, during the course of the Litigation, the Settling Parties and their respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11. The Settling Parties agree that the Settlement Amount and the other terms of the Settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum regarding the Litigation, including that the Litigation was brought or defended in bad faith or without a reasonable basis. 9.3 Defendants and/or the Released Persons may file this Stipulation and/or the Judgment from this action in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, statute of limitations, statute of repose, good faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or similar defense or counterclaim, or to effectuate any liability protection under - 35 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 37 of 60 EXECUTION COPY any applicable insurance policy. The Settling Parties may file this Stipulation and/or the Judgment in any action that may be brought to enforce the terms of this Stipulation and/or the Judgment. All Settling Parties submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement. 9.4 All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information shall survive this Stipulation. 9.5 All of the Exhibits to this Stipulation are material and integral parts hereof and are fully incorporated herein by this reference. 9.6 This Stipulation, along with its Exhibits, may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in- interest. 9.7 Other than the Supplemental Agreement, this Stipulation and the Exhibits attached hereto constitute the entire agreement between Lead Plaintiff, on the one hand, and Defendants, on the other hand, as to the subject matter hereof and supersede any prior or contemporaneous written or oral agreements or understandings between the Lead Plaintiff, on the one hand, and Defendants, on the other hand. No representations, warranties, or inducements have been made between the Lead Plaintiff, on the one hand, and Defendants on the other hand, concerning this Stipulation or its Exhibits, other than the representations, warranties, and covenants contained and memorialized in such documents. For the avoidance of doubt, this Stipulation does not modify the terms or conditions of any agreements between or among Defendants, including but not limited to the Supplementary Agreements as defined in the stipulation submitted to the Court contemporaneously herewith in connection with the Derivative Settlement. 9.8 Except as provided herein, or otherwise agreed to in writing by the parties hereto, each party shall bear his, her, or its own fees and costs. - 36 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 38 of 60 EXECUTION COPY 9.9 Lead Counsel, on behalf of the Class, is expressly authorized by Lead Plaintiff to take all appropriate action required or permitted to be taken by the Class pursuant to this Stipulation to effectuate its terms and also is expressly authorized to enter into any modifications or amendments to this Stipulation on behalf of the Class which it deems appropriate. 9.10 Each counsel or other Person executing this Stipulation, its Exhibits, or any related Settlement document, on behalf of any party hereto hereby warrants that such Person has the full authority to do so, and that they have the authority to take appropriate action required or permitted to be taken pursuant to the Stipulation to effectuate its terms, without requiring additional consent, approval, or authorization of any other Person, board, entity, tribunal, or other regulatory or governmental authority. 9.11 This Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of executed counterparts shall be filed with the Court. Signatures sent by facsimile or pdf’d via e-mail shall be deemed originals. 9.12 All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be deemed duly given (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by UPS overnight courier service (charges prepaid), or (iii) seven (7) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below: If to Plaintiffs or to Lead Counsel: ROBBINS GELLER RUDMAN & DOWD LLP DEBRA J. WYMAN 655 West Broadway, Suite 1900 San Diego, CA 92101 - 37 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 39 of 60 EXECUTION COPY If to VEREIT or to VEREIT’s Counsel: MILBANK LLP JED M. SCHWARTZ 55 Hudson Yards New York, NY 10001 If to Grant Thornton’s Counsel: SIDLEY AUSTIN LLP BRUCE R. BRAUN One South Dearborn Chicago, IL 60603 bbraun@sidley.com If to AR Capital Parties’ Counsel: PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP AUDRA J. SOLOWAY 1285 Avenue of the Americas New York, NY 10019 KELLOGG, HANSEN, TODD, FIGEL & FREDERICK, P.L.L.C. REID M. FIGEL 1615 M Street, NW, Suite 400 Washington, DC 20036 If to Block’s Counsel: STEPTOE & JOHNSON LLP MICHAEL C. MILLER 1114 Avenue of the Americas New York, NY 10036 9.13 This Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Settling Parties. 9.14 The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Stipulation, and all Settling Parties submit to the jurisdiction of the Court for - 38 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 40 of 60 EXECUTION COPY purposes of implementing and enforcing the Settlement embodied in this Stipulation and matters related to the Settlement. 9.15 The waiver by one Settling Party of any breach of this Stipulation by any other party shall not be deemed a waiver by any other Settling Party or a waiver of any other prior or subsequent breach of this Stipulation. 9.16 Pending approval of the Court of this Stipulation and its Exhibits, all non-settlement- related proceedings in this Litigation shall be stayed and all Members of the Class shall be barred and enjoined from prosecuting any of the Released Claims against any of the Released Persons. 9.17 This Stipulation and its Exhibits shall be considered to have been negotiated, executed and delivered, and to be wholly performed, in the State of New York and the rights and obligations of the parties to the Stipulation shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of New York without giving effect to its choice-of-law principles, except to the extent that federal law requires that federal law govern. 9.18 The headings herein are used for the purpose of convenience only and are not meant to have legal effect. 9.19 This Stipulation shall not be construed more strictly against one party than another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of the Settling Parties, it being recognized that it is the result of arm’s-length negotiations between the Settling Parties and the Settling Parties have contributed substantially and materially to the preparation of this Stipulation. 9.20 Nothing in the Stipulation, or the negotiations relating thereto, is intended to or shall be deemed to constitute a waiver of any applicable privilege or immunity, including, without limitation, attorney-client privilege, joint defense privilege, or work product protection. - 39 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 41 of 60 EXECUTION COPY 9.21 Unless otherwise provided, the Settling Parties may agree to reasonable extensions of time to carry out any of the provisions of this Stipulation without further order of the Court. IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by their duly authorized attorneys, dated September 30, 2019. - 40 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 42 of 60 EXECUTION COPY ROBBINS GELLER RUDMAN &DOWDLLP DARREN J. ROBBINS MICHAEL J. DOWD JONAH H. GOLDSTEIN DEBRA J. WYMAN JESSICAv T.l SHINNEFIELD -- - DEBRA J. WYMAN 655 West Broadway, Suite 1900 San Diego, CA 92101-8498 Telephone: 619/231-1058 619/231-7423 (fax) darrenr@rgrdlaw.com miked@rgrdlaw.com jonahg@rgrdlaw.com debraw@rgrdlaw.com jshinnefield@rgrdlaw.com ROBBINS GELLER RUDMAN &DOWDLLP SAMUEL H. RUDMAN ROBERT M. ROTHMAN 58 South Service Road, Suite 200 Melville, NY 11747 Telephone: 631/367-7100 631/367-1173 (fax) srudman@rgrdlaw.com rrothman@rgrdlaw.com Lead Counsel for Lead Plaintiff and the Class MILBANKLLP SCOTT A. EDELMAN ANTONIA M. APPS JED M. SCHWARTZ JONATHAN OHRING ~M~ - 41 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 43 of 60 EXECUTION COPY 55 Hudson Yards New York, NY 10001-2163 Telephone: 212/530-5000 MILBANKLLP JERRY L. MARKS 2029 Century Park East 33rd Floor Los Angeles, CA US 90067-3019 Attorneys for Defendants American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) and ARC Properties Operating Partnership, L.P. (n/k/a VEREIT Operating Partnership, L.P.) MORRIS, MANNING & MARTIN, LLP KELLOGG, HANSEN, TODD, FIGEL & JOHN P. MacNAUGHTON FREDERICK, P.L.L.C. REID M. FIGEL REBECCA A. BEYNON ANDREW E. GOLDSMITH BRADLEY E. OPPENHEIMER JOHN P. MacNAUGHTON REID M. FIGEL 1600 Atlanta Financial Center 1615 M Street, NW, Suite 400 3343 Peachtree Road, NE Washington, DC 20036 Atlanta, GA 30326 Telephone: 202/326-7900 Telephone: 404/504-7689 BECKER, GLYNN, MUFFL Y, CHASSIN & ROSINSKI LLP 299 Park Avenue New York, NY 10171 Telephone: 212/888-3033 Attorneys for Defendant Scott P. Sealy, Attorneys for Defendants AR Capital, LLC, ARC Sr. Properties Advisors, LLC, Edward M. Weil, Peter M. Budko, Brian D. Jones, William M. Kahane, and Scott J. Bowman - 42 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 44 of 60 EXECUTION COPY 55 Hudson Yards New York, NY 10001-2163 Telephone: 212/530-5000 MILBANKLLP JERRY L. MARKS 2029 Century Park East 33rd Floor Los Angeles, CA US 90067-3019 Attorneys for Defendants American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) and ARC Properties Operating Partnership, L.P. (n/k/a VEREIT Operating Partnership, L.P.) MORRIS, MANNING & MARTIN, LLP KELLOGG, HANSEN, TODD, FIGEL & JOHN P. MacNAUGHTON FREDERICK, P.L.L.C. REID M. FIGEL REBECCA A. BEYNON ANDREW E. GOLDSMITH BRADLEY E. OPPENHEIMER JOHN P. MacNAUGHTON ~M.FIGEL 1600 Atlanta Financial Center 1615 M Street, NW, Suite 400 3343 Peachtree Road, NE Washington, DC 20036 Atlanta, GA 30326 Telephone: 202/326-7900 Telephone: 404/504-7689 BECKER, GLYNN, MUFFLY, CHASSIN & HOSINSKI LLP 299 Park A venue NewYork,NY 10171 Telephone: 212/888-3033 Attorneys for Defendant Scott P. Sealy, Attorneys for Defendants AR Capital, LLC, ARC Sr. Properties Advisors, LLC, Edward M. Weil, Peter M. Budko, Brian D. Jones, William M. Kahane, and Scott J. Bowman - 42-

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 45 of 60 EXECUTION COPY SHEARMAN & STERLING LLP STEPTOE & JOHNSON LLP ADAMS. HAKKI MICHAEL C. MILLER DANIEL C. LEWIS MICHAEL G. SCAVELLI H. MIRIAM FARBER 11J,C.L 1:n. ))ANIEL C. LEWIS MICHAEL C. MILLER 599 Lexington Avenue 1114 A venue of the Americas New York, NY 10022 New York, NY 10036 Telephone: 212/848-4000 Telephone: 212/506-3900 Attorneys for Third-Party Underwriter Attorneys for Defendant Brian S. Block Defendants WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP CHRISTOPHER L. GARCIA JAMES P. GILLESPIE RICHARD W. SLACK BETH MUELLER EVERT J. CHRISTENSEN, JR. ADAM BOOKMAN RAQUEL KELLERT CHRISTOPHER L. GARCIA JAMES P. GILLESPIE 767 Fifth Avenue 1301 Pennsylvania Avenue, NW New York, NY 10153 Washington, DC 20004 Telephone: 212/310-8000 Telephone: 202/389-5000 Attorneys for Defendants Thomas A. Attorneys for Defendant David S. Kay Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley ZUCKERMAN SPAEDER LLP PETRILLO KLEIN & BOXER LLP ADAM L. FOTIADES GUY PETRILLO DANIEL Z. GOLDMAN ADAM L. FOTIADES GUY PETRILLO 1800 M Street, NW, Suite 1000 655 Third Avenue, 22nd Floor Washington, DC 2003 6 NewYork,NY 10017 Telephone: 202/778-1800 Telephone: 212/370-0330 - 43 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 46 of 60 EXECUTION COPY SHEARMAN & STERLING LLP STEPTOE & JOHNSON LLP ADAM S. HAKKI MICHAEL C. MILLER DANIEL C. LEWIS MICHAEL G. SCAVELLI H. MIRIAM FARBER DANIEL C. LEWIS MICHAEL C. MILLER 599 Lexington Avenue 1114 A venue of the Americas New York, NY 10022 New York, NY 10036 Telephone: 212/848-4000 Telephone: 212/506-3900 Attorneys for Third-Party Underwriter Attorneys for Defendant Brian S. Block Defendants WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP CHRISTOPHER L. GARCIA JAMES P. GILLESPIE RICHARD W. SLACK BETH MUELLER EVERT J. CHRISTENSEN, JR. ADAM BOOKMAN RAQUEL KELLERT CHRISTOPHER L. GARCIA JAMES P. GILLESPIE 767 Fifth Avenue 1301 Pennsylvania Avenue, NW New York, NY 10153 Washington, DC 20004 Telephone: 212/310-8000 Telephone: 202/389-5000 Attorneys for Defendants Thomas A. Attorneys for Defendant David S. Kay Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley - 43 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 47 of 60 EXECUTION COPY SHEARMAN & STERLING LLP STEPTOE & JOHNSON LLP ADAM S. HAKKI MICHAEL C. MILLER DANIEL C. LEWIS MICHAEL G. SCAVELLI H. MIRIAM FARBER DANIEL C. LEWIS MICHAEL C. MILLER 599 Lexington Avenue 1114 A venue of the Americas New York, NY 10022 New York, NY 10036 Telephone: 212/848-4000 Telephone: 212/506-3900 Attorneys for Third-Party Underwriter Attorneys for Defendant Brian S. Block Defendants WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP CHRISTOPHER L. GARCIA JAMES P. GILLESPIE RICHARD W. SLACK BETH MUELLER EVERT J. CHRISTENSEN, JR. ADAM BOOKMAN RAQUEL KELLERT fkr:: CHRISTOPHER L. GARCIA JAMES P. GILLESPIE 767 Fifth Avenue 1301 Pennsylvania Avenue, NW New York, NY 10153 Washington, DC 20004 Telephone: 212/310-8000 Telephone: 202/389-5000 Attorneys for Defendants Thomas A. Attorneys for Defendant David S. Kay Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley ZUCKERMANSPAEDERLLP PETRILLO KLEIN & BOXER LLP ADAM L. FOTIADES GUY PETRILLO DANIEL Z. GOLDMAN ADAM L. FOTIADES GUY PETRILLO 1800 M Street, NW, Suite 1000 655 Third A venue, 22nd Floor Washington, DC 20036 New York, NY 10017 Telephone: 202/778-1800 Telephone: 212/370-0330 - 43 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 48 of 60 EXECUTION COPY SHEARMAN & STERLING LLP STEPTOE & JOHNSON LLP ADAMS. HAKKI MICHAEL C. MILLER DANIEL C. LEWIS MICHAEL G. SCAVELLI H. MIRIAM FARB ER DANIEL C. LEWIS MICHAEL C. MILLER 599 Lexington Avenue l 114·Avenue of the Americas New York, NY I 0022 New York, NY 10036 Telephone: 212/848-4000 Telephone: 212/506-3900 Attorneys for Third-Party Underwriter Attorneys for Defendant Brian S. Block Defendants WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP CHRISTOPHER L. GARCIA JAMES P. GILLESPIE RICHARD W. SLACK BETH MUELLER EVERT J. CHRISTENSEN, JR. ADAM BOOKMAN RAQUEL KELLERT CHRISTOPHER L. GARCIA 767 Fifth Avenue . Pennsylvania Avenue, NW New York, NY 10153 Washington, DC 20004 Telephone: 212/310-8000 Telephone: 202/389-5000 Attorneys for Defendants Thomas A. Attorneys for Defendant David S. Kay Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley ZUCKERMAN SPAEDER LLP PETRILLO KLEIN & BOXER LLP ADAM L. FOTJADES GUY PETRILLO DANIEL Z. GOLDMAN ADAM L. FOTJADES GUY PETRILLO 1800 M Street, NW, Suite l 000 655 Third Avenue, 22nd Floor Washington, DC 20036 New York, NY 10017 Telephone: 202/778-1800 Telephone: 212/3 70-0330 - 43 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 49 of 60 EXECUTION COPY SHEARMAN & STERLING LLP STEPTOE &, JOHNSON LLP ADAMS. HAKKI MICHAEL C. MILLER DANIEL C. LEWIS MICHAEL G. SCA VELLI H. MIRIAM FARBER DANIEL C. LEWJS MICHAEL C. MILLER 599 Lexington Avenue 1114 Avenue of the Americas New York, NY 10022 New York, NY 10036 Telephone: 212/848-4000 Telephone: 212/506-3900 Attorneys for Third-Party Underwriter Attorneys for Defendant Brian S. Block Defendants WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP CHRISTOPHER L. GARCIA JAMES P. GILLESPIE RICHARD W. SLACK BETH MUELLER EVERT J. CHRISTENSEN, JR. ADAM BOOKMAN RAQUEL KELLERT CHRISTOPHER L. GARCIA JAMES P. GILLESPIE 767 Fifth Avenue 1301 Pennsylvania Avenue, NW New York, NY 10153 Washington, DC 20004 Telephone: 212/310-8000 Telephone: 202/389-5000 Attorneys for Defendants Thomas A. Attorneys for Defendant David S. Kay Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley ZUCKERMANSPAEDERLLP PETRILLO KLEIN & BOXER LLP ADAM L. FOTIADES GUY PETRILLO DANIEL Z. GOLDMAN GUY PETRILLO 1800 M Street, NW, Suite 1000 655 Third Avenue, 22nd Floor Washington, DC 20036 New York, NY 10017 Telephone: 202/778-1800 Telephone: 212/370-0330 - 43 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 50 of 60 EXECUTION COPY SHEARMAN & STERLING LLP STEPTOE & JOHNSON LLP ADAM S. HAKKI MICHAEL C. MILLER DANIEL C. LEWIS MICHAEL G. SCA VELLI H. MIRIAM FARBER DANIEL C. LEWIS MICHAEL C. MILLER 599 Lexington Avenue 1114 Avenue of the Americas New York, NY 10022 New York, NY 10036 Telephone: 212/848-4000 Telephone: 212/506-3900 Attorneys for Third-Party Underwriter Attorneys for Defendant Brian S. Block Defendants WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP CHRISTOPHER L. GARCIA JAMES P. GILLESPIE I I RICHARD W. SLACK BETH MUELLER EVERT J. CHRISTENSEN, JR. ADAM BOOKMAN RAQUEL KELLERT CHRISTOPHER L. GARCIA JAMES P. GILLESPIE 767 Fifth Avenue 1301 Pennsylvania Avenue, NW New York, NY 10153 Washington, DC 20004 Telephone: 212/310-8000 Telephone: 202/389-5000 Attorneys for Defendants Thomas A. Attorneys for Defendant David S. Kay Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley ZUCKERMAN SPAEDER LLP PETRILLO KLEIN & BOXER LLP ADAM L. FOTIADES GUY PETRILLO DANIEL Z. GOLDMAN ADAM L. FOTIADES ' GUY PETRILLO 1800 M Street, NW, Suite 1000 655 Third Avenue, 22nd Floor Washington, DC 20036 New York, NY 10017 Telephone: 202/778-1800 Telephone: 212/370-0330 - 43 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 51 of 60 EXECUTION COPY Daniel P. Moylan 100 East Pratt Street, Suite 2440 Baltimore, MD 21202-1031 Telephone: 410/332-0444 Attorneys for Defendant Lisa P. Attorneys for Defendant Lisa Beeson McAlister WINGET, SPADAFORA PAUL, WEISS, RIFKIND, WHARTON & SCHWARTZBERG LLP & GARRISON LLP LUIGI SPADAFORA THEODORE V. WELLS, JR. MATTHEW TRACY DANIEL J. KRAMER LORIN L. REISNER AUDRAJ. SOLOWAY CHRISTOPHER L. FILBURN MATTHEW TRACY CHRISTOPHER L. FILBURN 45 Broadway, 19th Floor 1285 Avenue of the Americas New York, NY 10003 New York, NY 10019 Telephone: 212/221-6900 Telephone: 212/373-3000 Attorneys for Defendant Realty Capital Attorneys for Defendant Nicholas S. Schorsch Securities, LLC SIDLEY AUSTIN LLP BRUCE R. BRAUN MELANIE E. WALKER KENDRA L. STEAD BRUCE R. BRAUN One South Dearborn Chicago, IL 60603 Telephone: 312/853-7000 SIDLEY AUSTIN LLP GARYF. BENDINGER 787 Seventh Avenue New York, NY 10019 Telephone: 212/839-5300 Attorneys for Defendant Grant Thornton, LLP - 44-

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 52 of 60 EXECUTION COPY Daniel P. Moylan 100 East Pratt Street, Suite 2440 Baltimore, MD 21202-10:31 Telephone: 410/332w0444 Attorneys for Defendant Lisa P. Attorneys for Defendant Lisa Beeson McAlister WINGET, SPADAFORA PAUL, WEISS, RIFKIND, WHARTON & SCHW ARTZBERO LLP &. GARRISON LLP LUIGI SPADAFORA THEODORE V. WELLS, JR. MATTHEW TRACY DANIEL 1. KRAMER LORIN L. REISNER AUDRA J. SOLOWAY CHRISTOPHER L. FILBURN MATTHEW TRACY CHRISTOPHER L. FILBURN 45 Broadway, 19th Floor 1285 Avenue of the Americas New York, NY 10003 New York, NY 10019 Telephone: 212/221-6900 Telephone: 212/373-3000 Attorneys for Defendant Realty Capital Attorneys for Defendant Nicholas S. Schorsch Securitiea. LLC SIDLEY AUSTIN LLP BRUC:E il, BRAUN MELANIE E. WALKER KENDRA L. STEAD BRUCE R. BRAUN One South Dearborn Chicaso, a 60603 Telephone: 312/853-7000 SIDLEY AUSTIN LLP OARY F. BENDING'ER 787 Seventh Avenue New York, NY 10019 Telephone: 212/SJ9-5300 Attorneys for Defendant Grant Thornton, LLP • 44 •

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 53 of 60 EXECUTION COPY Daniel P. Moylan 100 East Pratt Street, Suite 2440 Baltimore, MD 21202-1031 Telephone: 410/332-0444 Attorneys for Defendant Lisa P. Attorneys for Defendant Lisa Beeson McAlister WINGET, SPADAFORA PAUL, WEISS, RIFKIND, WHARTON & SCHWARTZBERG LLP & GARRISON LLP LUIGI SPADAFORA THEODORE V. WELLS, JR. MATTHEW TRACY DANIEL J. KRAMER LORIN L. REISNER AUDRA J. SOLOWAY CHRISTOPHER L. FILBURN MATTHEW TRACY CHRISTOPHER L. FILBURN 45 Broadway, 19th Floor 1285 Avenue of the Americas New York, NY 10003 New York, NY 10019 Telephone: 212/221-6900 Telephone: 212/373-3000 Attorneys for Defendant Realty Capital Attorneys for Defendant Nicholas S. Schorsch Securities, LLC SIDLEY AUSTIN LLP BRUCE R. BRAUN MELANIE E. WALKER KENDRA L. STEAD ~e. ~,Jlt.."< BRUCE R. BRAUN One South Dearborn Chicago, IL 60603 Telephone: 312/853-7000 SIDLEY AUSTIN LLP GARYF. BENDINGER 787 Seventh A venue New York, NY 10019 Telephone: 212/839-5300 Attorneys for Defendant Grant Thornton, LLP - 44 -

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 54 of 60 CERTIFICATE OF SERVICE I hereby certify under penalty of perjury that on September 30, 2019, I authorized the electronic filing of the foregoing with the Clerk of the Court using the CM/ECF system which will send notification of such filing to the e-mail addresses on the attached Electronic Mail Notice List, and I hereby certify that I caused the mailing of the foregoing via the United States Postal Service to the non-CM/ECF participants indicated on the attached Manual Notice List. s/ Debra J. Wyman DEBRA J. WYMAN ROBBINS GELLER RUDMAN & DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-8498 Telephone: 619/231-1058 619/231-7423 (fax) E-mail: debraw@rgrdlaw.com

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 55 of 60 Mailing Information for a Case 1:15-mc-00040-AKH In re American Realty Capital Properties, Inc. Litigation Electronic Mail Notice List The following are those who are currently on the list to receive e-mail notices for this case. Jeffrey Simon Abraham jabraham@aftlaw.com Robin L. Alperstein ralperstein@beckerglynn.com,esteckhan@beckerglynn.com,hhill@beckerglynn.com Antonia Marie Apps aapps@milbank.com,ggreen@milbank.com,AutoDocketECF@milbank.com Adam M. Apton aapton@zlk.com Karim Basaria kbasaria@sidley.com Khristoph Becker kbecker@steptoe.com,spu@steptoe.com,ehartman@steptoe.com,ocorn@steptoe.com Gary Frederick Bendinger gbendinger@sidley.com,nyefiling@sidley.com,gary-bendinger-4030@ecf.pacerpro.com Stanley D Bernstein bernstein@bernlieb.com,birkeland@bernlieb.com,ecf@bernlieb.com Rebecca A. Beynon rbeynon@kellogghansen.com Brian Roger Blais brian.blais@usdoj.gov,usanys.ecf@usdoj.gov,CaseView.ECF@usdoj.gov Jeffrey Craig Block jeff@blockesq.com,jason@blockesq.com,pacer-blockleviton-9062@ecf.pacerpro.com Kristen Leigh Bokhan kristen.bokhan@kirkland.com Adam Jerrod Bookman adam.bookman@weil.com,adam-bookman-4279@ecf.pacerpro.com Bruce Roger Braun bbraun@sidley.com,nyefiling@sidley.com,efilingnotice@sidley.com,catherine.stewart@sidley.com,kbasaria@sidley.com,ntygesso@sidley.com,nconrad@sidley.com,b braun-9612@ecf.pacerpro.com Kristina Anne Bunting kbunting@paulweiss.com,mao_fednational@paulweiss.com Jennifer Nunez Caringal jcaringal@rgrdlaw.com,SCaesar@rgrdlaw.com,5233378420@filings.docketbird.com,kmccormack@rgrdlaw.com,lmix@rgrdlaw.com Alexandra Rebecca Clark aclark@pkbllp.com Neil Harris Conrad nconrad@sidley.com,efilingnotice@sidley.com,neil-conrad-4222@ecf.pacerpro.com Patrick Joseph Coughlin patc@rgrdlaw.com,smiller@rgrdlaw.com,e_file_sd@rgrdlaw.com Jason Robert D'Agnenica jasondag@ssbny.com Glen DeValerio gdevalerio@bermandevalerio.com,bdentremont@bermandevalerio.com,ecf@bermandevalerio.com,bmccarthy@bermandevalerio.com Bruce Whitney Dona bruce.dona@ksfcounsel.com Michael Joseph Dowd miked@rgrdlaw.com,debg@rgrdlaw.com,e_file_sd@rgrdlaw.com,tome@rgrdlaw.com Daniel S. Drosman ddrosman@rgrdlaw.com,E_File_SD@rgrdlaw.com,tholindrake@rgrdlaw.com,5593753420@filings.docketbird.com H. Miriam Farber mfarber@shearman.com,managing-attorney-5081@ecf.pacerpro.com,CourtAlert@Shearman.com,miriam-farber- 7421@ecf.pacerpro.com,manattyoffice@shearman.com

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 56 of 60 Meagan Alicia Farmer mfarmer@gardylaw.com Reid Mason Figel rfigel@kellogghansen.com,fli@kellogghansen.com,cparra@kellogghansen.com Christopher Lee Filburn cfilburn@paulweiss.com,mao_fednational@paulweiss.com Robert Craig Finkel rfinkel@wolfpopper.com,cdunleavy@wolfpopper.com,mgianfagna@wolfpopper.com Jason A. Forge jforge@rgrdlaw.com,2249257420@filings.docketbird.com,tholindrake@rgrdlaw.com,e_file_SD@rgrdlaw.com Adam Fotiades afotiades@zuckerman.com Molly Bruder Fox mbfox@steptoe.com Christopher Louis Garcia christopher.garcia@weil.com,mco.ecf@weil.com,evert.christensen@weil.com,christopher-garcia-1339@ecf.pacerpro.com,nymao@ecf.pacerpro.com James Philip Gillespie jgillespie@kirkland.com,kevin.mccarthy@kirkland.com,kenymanagingclerk@kirkland.com Daniel Zachary Goldman dgoldman@pkbllp.com Andrew Edward Goldsmith agoldsmith@kellogghansen.com,ecfnotices@kellogghansen.com,ggoldfeder@kellogghansen.com,ecf-2ff5a29c9f5d@ecf.pacerpro.com Jonah H. Goldstein jonahg@rgrdlaw.com Douglas W. Greene dgreene@bakerlaw.com,agougisha@bakerlaw.com,bhlitdocket@bakerlaw.com Theresa Hsin-Yi Gue tgue@pkbllp.com John Gueli jgueli@shearman.com,managing-attorney-5081@ecf.pacerpro.com,CourtAlert@Shearman.com,manattyoffice@shearman.com,john-gueli-5051@ecf.pacerpro.com Adam Selim Hakki ahakki@shearman.com,managing-attorney-5081@ecf.pacerpro.com,Courtalert@shearman.com,manattyoffice@shearman.com,adam-hakki-1816@ecf.pacerpro.com John Louis Hardiman hardimanj@sullcrom.com,john-hardiman-9552@ecf.pacerpro.com,s&cmanagingclerk@sullcrom.com David Charles Harrison dharrison@lowey.com Barbara J. Hart bhart@lowey.com Steven P. Harte steven@blockesq.com,pacer-blockleviton-9062@ecf.pacerpro.com James Ormerod Heyworth , V jheyworth@sidley.com,nyefiling@sidley.com,james-heyworth-0340@ecf.pacerpro.com William Scott Holleman holleman@bespc.com,ecf@bespc.com Geoffrey Coyle Jarvis gjarvis@ktmc.com,9343632420@filings.docketbird.com,mswift@ktmc.com Frank James Johnson frankj@johnsonandweaver.com,paralegal@johnsonandweaver.com Rebecca M Katz rkatz@katzlawnewyork.com,disaacson@motleyrice.com,dabel@motleyrice.com,lkorenblit@motleyrice.com,kweil@motleyrice.com Christopher J. Keller ckeller@labaton.com,5497918420@filings.docketbird.com,lpina@labaton.com,ElectronicCaseFiling@labaton.com Michael Anthony Keough mkeough@steptoe.com,ehartman@steptoe.com,ocorn@steptoe.com Phillip C. Kim pkim@rosenlegal.com

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 57 of 60 Robert Klipper rklipper@kellogghansen.com,jmarine@kellogghansen.com Lawrence Paul Kolker kolker@whafh.com Alexia Dorothea Korberg akorberg@paulweiss.com,mao_fednational@paulweiss.com Daniel Jonathan Kramer dkramer@paulweiss.com,mao_fednational@paulweiss.com Larry Howard Krantz lkrantz@krantzberman.com Eric Albin Larson elarson@mmmlaw.com,eeckard@mmmlaw.com Angel P. Lau alau@rgrdlaw.com,8467512420@filings.docketbird.com,tdevries@rgrdlaw.com Grace Jheeyoung Lee grace.lee@shearman.com,managing-attorney-5081@ecf.pacerpro.com,CourtAlert@Shearman.com,grace-lee- 3889@ecf.pacerpro.com,manattyoffice@shearman.com,mariusz.jedrzejewski@shearman.com Justin David Lerer jlerer@paulweiss.com,mao_fednational@paulweiss.com Michelle Lynn Levin mlevin@steptoe.com,spu@steptoe.com,ehartman@steptoe.com,ocorn@steptoe.com Daniel Craig Lewis daniel.lewis@shearman.com,managing-attorney-5081@ecf.pacerpro.com,daniel-lewis- 6070@ecf.pacerpro.com,CourtAlert@Shearman.com,manattyoffice@shearman.com Jeremy Alan Lieberman jalieberman@pomlaw.com,ahood@pomlaw.com,disaacson@pomlaw.com,abarbosa@pomlaw.com Neil Robert Lieberman nlieberman@hsgllp.com,crodriguez@hsgllp.com,Managingclerk@hsgllp.com Howard Theodore Longman tsvi@aol.com,hlongman@ssbny.com Morgan Paige Lucas mlucas@steptoe.com,ehartman@steptoe.com,ocorn@steptoe.com John Phillip MacNaughton jpm@mmmlaw.com,wew@mmmlaw.com,elarson@mmmlaw.com Michael David Margulies mmargulies@carltonfields.com Jerry Lee Marks jmarks@milbank.com Rita Kathleen Maxwell rita.maxwell@bracewelllaw.com,mco@bracewelllaw.com Francis Paul McConville fmcconville@labaton.com,HChang@labaton.com,lpina@labaton.com,drogers@labaton.com,9849246420@filings.docketbird.com,electroniccasefiling@labaton.com Glen Garrett McGorty gmcgorty@crowell.com Donald Alan Migliori dmigliori@motleyrice.com,kdotson@motleyrice.com Michael Campion Miller mmiller@steptoe.com,spu@steptoe.com,ocorn@Steptoe.com,ehartman@steptoe.com Mark Tamerlane Millkey mmillkey@rgrdlaw.com,e_file_ny@rgrdlaw.com,1781895420@filings.docketbird.com Erin Jennifer Morgan ejmorgan@paulweiss.com,mao_fednational@paulweiss.com Christopher F. Moriarty cmoriarty@motleyrice.com,sturman@sturman.ch Daniel P. Moylan dmoylan@zuckerman.com,jlinton@zuckerman.com,cvandergriff@zuckerman.com

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 58 of 60 Beth Mueller beth.mueller@kirkland.com,lroberts@kirkland.com,kenymanagingclerk@kirkland.com Mark Francis Murphy mmurphy@steptoe.com Sean Michael Nadel snadel@kellogghansen.com William H. Narwold bnarwold@motleyrice.com,glevin@motleyrice.com,lmclaughlin@motleyrice.com,vlepine@motleyrice.com,ajanelle@motleyrice.com Shawn Patrick Naunton snaunton@zuckerman.com,lgehlbach@zuckerman.com Gregory Mark Nespole gnespole@zlk.com,jtash@zlk.com Ivy T. Ngo ingo@rgrdlaw.com,e_file_sd@rgrdlaw.com Jonathan Ohring johring@milbank.com,DMarcou@milbank.com,mprostko@milbank.com,TQuinn@milbank.com,JKammerman@milbank.com,milbank@ecf.courtdrive.com,jon- ohring- 4945@ecf.pacerpro.com,dhooks1@milbank.com,klandis@milbank.com,AutoDocketECF@milbank.com,ggreen@milbank.com,MGrier@milbank.com,molsson@milb Bradley E Oppenheimer boppenheimer@kellogghansen.com,ecf-780f0d54d6a1@ecf.pacerpro.com,ggoldfeder@kellogghansen.com Guy Petrillo gpetrillo@pkbllp.com Ashley M. Price APrice@rgrdlaw.com,e_file_sd@rgrdlaw.com,9561670420@filings.docketbird.com,lmix@rgrdlaw.com Kingdar Prussien kprussien@milbank.com Arlen Pyenson apyenson@crowell.com Fei-Lu Qian fqian@saxenawhite.com,e-file@saxenawhite.com,cwallace@saxenawhite.com Leah Margaret Quadrino lquadrino@steptoe.com,pparker@steptoe.com Daniel Brett Rehns drehns@hrsclaw.com,efilings@hrsclaw.com Kenneth Mark Rehns krehns@saxenawhite.com,krehns@cohenmilstein.com,e-file@saxenawhite.com,cwallace@saxenawhite.com Julie Goldsmith Reiser jreiser@cohenmilstein.com Lorin L. Reisner LReisner@paulweiss.com,mao_fednational@paulweiss.com Joseph F. Rice jrice@motleyrice.com Ann Kimmel Ritter aritter@motleyrice.com,glevin@motleyrice.com,kweil@motleyrice.com Darren J. Robbins e_file_sd@rgrdlaw.com,jcaringal@rgrdlaw.com Lara Elizabeth Romansic lromansic@steptoe.com Laurence Matthew Rosen lrosen@rosenlegal.com David Avi Rosenfeld drosenfeld@rgrdlaw.com,e_file_ny@rgrdlaw.com,2879289420@filings.docketbird.com,e_file_sd@rgrdlaw.com Robert M. Rothman rrothman@rgrdlaw.com,e_file_ny@rgrdlaw.com,9858910420@filings.docketbird.com,e_file_sd@rgrdlaw.com Samuel Howard Rudman srudman@rgrdlaw.com,e_file_ny@rgrdlaw.com,mblasy@rgrdlaw.com,e_file_sd@rgrdlaw.com

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 59 of 60 Peter George Safirstein psafirstein@safirsteinmetcalf.com,sfeerick@safirsteinmetcalf.com Michael Gerard Scavelli mscavelli@steptoe.com,spu@steptoe.com,ehartman@steptoe.com,ocorn@steptoe.com Jed Mastren Schwartz jschwartz@milbank.com,jed-schwartz-8050@ecf.pacerpro.com,milbank@ecf.courtdrive.com,ggreen@milbank.com,AutoDocketECF@milbank.com Kevin S. Sciarani ksciarani@rgrdlaw.com,3827167420@filings.docketbird.com,tdevries@rgrdlaw.com,e_file_sd@rgrdlaw.com Joseph R. Seidman seidman@bernlieb.com Jonathan Lucas Shapiro jshapiro@kasowitz.com,courtnotices@kasowitz.com,autodocket@kasowitz.com Jessica T. Shinnefield jshinnefield@rgrdlaw.com,4243953420@filings.docketbird.com,landracchio@rgrdlaw.com Thomas Michael Skelton tskelton@lowey.com Richard William Slack richard.slack@weil.com,mco.ecf@weil.com,richard-slack- 7880@ecf.pacerpro.com,adam.bookman@weil.com,Patrick.Branson@weil.com,nymao@ecf.pacerpro.com,evert.christensen@weil.com,Raquel.Kellert@weil.com Patrick Kevin Slyne pkslyne@ssbny.com Patrick C Smith psmith@dehay.com Audra Jan Soloway asoloway@paulweiss.com,mao_fednational@paulweiss.com Luigi Spadafora spadafora.l@wssllp.com Kendra L Stead kstead@sidley.com,efilingnotice@sidley.com,tcollier@sidley.com,jdent@sidley.com,kendra-stead-0480@ecf.pacerpro.com Michael Howard Steinberg steinbergm@sullcrom.com,michael-h-steinberg-5026@ecf.pacerpro.com,s&cmanagingclerk@sullcrom.com Christopher D. Stewart cstewart@rgrdlaw.com,karenc@rgrdlaw.com,e_file_sd@rgrdlaw.com Elizabeth Johnson Stewart elizabeth.stewart@shearman.com,managing-attorney-5081@ecf.pacerpro.com,CourtAlert@Shearman.com,elizabeth-stewart- 0821@ecf.pacerpro.com,manattyoffice@shearman.com Ellen Anne Gusikoff Stewart elleng@rgrdlaw.com Daniel Ben Tehrani Daniel.Tehrani@usdoj.gov,CaseView.ECF@usdoj.gov Steven Jeffrey Toll stoll@cohenmilstein.com,efilings@cohenmilstein.com Matthew Tracy tracy.m@wssllp.com Nicholas Tygesson ntygesso@sidley.com Anil Karim Vassanji avassanji@fklaw.com Melanie Elizabeth Walker mewalker@sidley.com,melanie-walker-7174@ecf.pacerpro.com,efilingnotice@sidley.com Reid Weingarten rweingarten@steptoe.com Joseph Harry Weiss jweiss@weisslawllp.com,infony@weisslawllp.com,joshua-rubin-1257@ecf.pacerpro.com,exec@weisslawllp.com Theodore Von Wells , Jr twells@paulweiss.com,mao_fednational@paulweiss.com

Case 1:15-mc-00040-AKH Document 1272 Filed 09/30/19 Page 60 of 60 Collin White cwhite@kellogghansen.com Regis C. Worley , Jr rworley@rgrdlaw.com Debra J. Wyman debraw@rgrdlaw.com,e_file_sd@rgrdlaw.com,9404133420@filings.docketbird.com,scaesar@rgrdlaw.com Genevieve Graeme York-Erwin gyorkerwin@bakerlaw.com Manual Notice List The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients. ”ƒ’‹–ƒŽ , ™‹‰Š–Š‹ŽŽ‹’‘•–™‹… Zuckerman Spaeder, LLP 1800 M Street, N.W., Ste. 1000 Washington, DC 20036-5802 …‘––Ž‡šƒ†‡”†‡Žƒ Milbank LLP 55 Hudson Yards New York City, NY 10001-2163 ‡˜‹ƒ––‘ , ‹ŽŽ‹ƒƒ›Ž‘” Zuckerman Spaeder LLP 1800 M Street, N.W Washington, DC 20036 ƒ˜‹†ŜƒŽ–‘ Robbins Geller Rudman & Dowd LLP (SANDIEGO) 655 West Broadway Suite 1900 San Diego, CA 92101 „„›Ŝ‡œ‡Ž ,

Case 1:15-mc-00040-AKH Document 1272-1 Filed 09/30/19 Page 1 of 1 INDEX OF EXHIBITS TO STIPULATION OF SETTLEMENT DOCUMENT EXHIBIT [Proposed] Order Granting Preliminary Approval Pursuant to Fed. R. Civ. P. 23(e)(1) A and Permitting Notice to the Class Notice of Proposed Settlement of Class Action A-1 Proof of Claim and Release A-2 Summary Notice of Proposed Settlement of Class Action A-3 [Proposed] Order and Final Judgment B 4823-5678-9672.v1

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 1 of 11 EXHIBIT A

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 2 of 11 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x In re AMERICAN REALTY CAPITAL : Civil Action No. 1:15-mc-00040-AKH PROPERTIES, INC. LITIGATION : : CLASS ACTION : This Document Relates To: : : ALL ACTIONS. : x [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL PURSUANT TO FED. R. CIV. P. 23(e)(1) AND PERMITTING NOTICE TO THE CLASS EXHIBIT A 42350.00200

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 3 of 11 EXECUTION COPY WHEREAS, an action pending before this Court is styled In re American Realty Capital Properties, Inc. Litigation, No. 1:15-mc-00040-AKH (S.D.N.Y.) (the “Litigation”); WHEREAS, Lead Plaintiff having made a motion, pursuant to Federal Rule of Civil Procedure 23(e), for an order preliminarily approving the Settlement of this Litigation, in accordance with a Stipulation of Settlement, dated September 30, 2019 (the “Stipulation”), which, together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed Settlement of the Litigation between the Settling Parties and for dismissal of the Litigation with prejudice upon, and subject to, the terms and conditions set forth therein; and the Court having read and considered: (1) the motion for preliminary approval of the Settlement, and the papers filed and arguments made in connection therewith, and (2) the Stipulation and the exhibits annexed thereto; WHEREAS, the Settling Parties having consented to the entry of this Order; and WHEREAS, unless otherwise defined, all terms used herein have the same meanings as set forth in the Stipulation. NOW, THEREFORE, IT IS HEREBY ORDERED: 1. The Court has reviewed the Stipulation and does hereby preliminarily approve the Stipulation and the Settlement set forth therein as fair, reasonable and adequate, subject to further consideration at the Final Approval Hearing (as defined in ¶3 below). 2. The Court preliminarily finds that the proposed Settlement should be approved as: (i) it is the result of serious, extensive arm’s-length and non-collusive negotiations; (ii) falling within a range of reasonableness warranting final approval; (iii) having no obvious deficiencies; (iv) there is no substantive deviation from the Class previously certified and later modified by the - 1 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 4 of 11 EXECUTION COPY Court; and (v) warranting notice of the proposed Settlement to Class Members and further consideration of the Settlement at the Final Approval Hearing described below. 3. A hearing shall be held before this Court on _______________, 2020, at ___ _.m. [a date that is one hundred (100) calendar days or more from the date of this Order] (the “Final Approval Hearing”), at the Daniel Patrick Moynihan United States Courthouse, United States District Court for the Southern District of New York, 500 Pearl Street, New York, NY 10007, to determine whether the proposed Settlement of the Litigation on the terms and conditions provided for in the Stipulation is fair, reasonable and adequate to the Class and should be approved by the Court; to determine whether a Judgment as provided in ¶1.19 of the Stipulation should be entered; to determine whether the proposed Plan of Allocation should be approved; to determine the amount of attorneys’ fees, costs, charges and expenses that should be awarded to Lead Counsel; to determine any award to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4); to hear any objections by Class Members to: (i) the Settlement or Plan of Allocation; (ii) the award of attorneys’ fees and expenses to Lead Counsel; and (iii) awards to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4); and to consider such other matters the Court deems appropriate. The Court may adjourn the Final Approval Hearing without further notice to the Class. 4. The Court approves the form, substance, and requirements of the Notice of Proposed Settlement of Class Action (“Notice”) and Proof of Claim and Release, substantially in the forms annexed hereto as Exhibits A-1 and A-2, respectively. 5. The Court approves the form of the Summary Notice of Proposed Settlement of Class Action (“Summary Notice”), substantially in the form annexed hereto as Exhibit A-3. - 2 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 5 of 11 EXECUTION COPY 6. The firm of Gilardi & Co. LLC (“Claims Administrator”) is hereby appointed to supervise and administer the notice procedure as well as the processing of claims as more fully set forth below. 7. Not later than ___________, 2019 [a date twenty-one (21) calendar days after the Court signs and enters this Order] (the “Notice Date”), the Claims Administrator shall cause a copy of the Notice and Proof of Claim and Release, substantially in the forms annexed hereto, to be mailed by First-Class Mail to all Class Members who can be identified with reasonable effort and to be posted on the case-designated website, www.ARCPSecuritiesLitigation.com. 8. Not later than ___________, 2019 [a date seven (7) calendar days after the Notice Date], the Claims Administrator shall cause the Summary Notice to be published once in The Wall Street Journal, and once over a national newswire service. 9. At least seven (7) calendar days prior to the Final Approval Hearing, Lead Counsel shall serve on Defendants’ Counsel and file with the Court proof, by affidavit or declaration, of such mailing and publishing. 10. The Claims Administrator shall use reasonable efforts to give notice to nominee purchasers such as brokerage firms and other persons or entities who purchased or otherwise acquired ARCP Securities between February 28, 2013 and October 29, 2014 as record owners but not as beneficial owners. Such nominee purchasers are directed, within fourteen (14) business days of their receipt of the Notice, to either forward copies of the Notice and Proof of Claim and Release to their beneficial owners or to provide the Claims Administrator with lists of the names and addresses of the beneficial owners, and the Claims Administrator is ordered to send the Notice and Proof of Claim and Release promptly to such identified beneficial owners. Nominee purchasers who elect to send the Notice and Proof of Claim and Release to their beneficial owners shall send - 3 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 6 of 11 EXECUTION COPY a statement to the Claims Administrator confirming that the mailing was made as directed. Additional copies of the Notice shall be made available to any record holder requesting such for the purpose of distribution to beneficial owners, and such record holders shall be reimbursed from the Settlement Fund, upon receipt by the Claims Administrator of proper documentation, for the reasonable expense of sending the Notice and Proof of Claim and Release to beneficial owners. 11. The form and content of the notice program described herein and the methods set forth herein for notifying the Class of the Settlement and its terms and conditions, the Fee and Expense Application, and the Plan of Allocation meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act of 1995 and due process, constitute the best notice practicable under the circumstances, and shall constitute due and sufficient notice to all Persons entitled thereto. 12. All fees, costs, and expenses incurred in identifying and notifying Members of the Class shall be paid from the Settlement Fund and in no event shall any of the Released Persons bear any responsibility or liability for such fees, costs, or expenses. 13. All Class Members (except Persons who requested exclusion pursuant to the Notice of Pendency of Class Action provided in August 2019 and Persons that entered into a settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. - 4 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 7 of 11 EXECUTION COPY 14. VEREIT shall provide within 10 days of the entry of this order: (a) to Lead Counsel the identity of the settling parties that entered into a settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014 and the language memorializing the releasors therein; (b) to Lead Counsel the scope of any release(s) provided; and (c) to the Claims Administrator, to the extent that it is in VEREIT’s possession, the anonymized underlying trading data of such settling parties and releasors. 15. Class Members who wish to participate in the Settlement shall complete and submit a Proof of Claim and Release in accordance with the instructions contained therein. Unless the Court orders otherwise, all Proofs of Claim must be postmarked or submitted electronically no later than ____________, 2020 [a date ninety (90) calendar days from the Notice Date]. Any Class Member who does not submit a Proof of Claim and Release within the time provided shall be barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the Court, but shall nevertheless be bound by any final judgment entered by the Court. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund is not materially delayed thereby. No person shall have any claim against Lead Plaintiff, Lead Counsel or the Claims Administrator by reason of the decision to exercise such discretion whether to accept late submitted claims. 16. Any Member of the Class may enter an appearance in the Litigation, at his, her, or its own expense, individually or through counsel of his, her, or its own choice. If they do not enter an appearance, they will be represented by Lead Counsel. - 5 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 8 of 11 EXECUTION COPY 17. Any Member of the Class may appear at the Final Approval Hearing and object if he, she, or it has any reason why the proposed Settlement of the Litigation should not be approved as fair, reasonable and adequate, or why a judgment should not be entered thereon, why the Plan of Allocation should not be approved, or why attorneys’ fees, together with costs, charges and expenses should not be awarded or awards to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) should not be awarded; provided, however, that no Class Member or any other Person shall be heard at the Final Approval Hearing or entitled to contest the approval of the terms and conditions of the proposed Settlement, or, if approved, the Judgment to be entered thereon approving the same, or the order approving the Plan of Allocation, or any attorneys’ fees, together with costs and expenses to be awarded to Lead Counsel or any award to Plaintiffs, unless the Person objecting has filed said written objections and copies of any papers and briefs with the Clerk of the United States District Court for the Southern District of New York and mailed copies thereof by first-class mail to Robbins Geller Rudman & Dowd LLP, Debra J. Wyman, 655 West Broadway, Suite 1900, San Diego, CA 92101, and Jed M. Schwartz, Milbank LLP, 55 Hudson Yards, New York, NY 10001 no later than _____________, 20__ [a date twenty-one (21) calendar days prior to the Final Approval Hearing]. Any Member of the Class who does not make his, her, or its objection in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness or adequacy of the proposed Settlement as incorporated in the Stipulation, to the Plan of Allocation, or to the award of fees, costs, charges and expenses to Lead Counsel or Plaintiffs, unless otherwise ordered by the Court. Attendance at the Final Approval Hearing is not necessary. However, Persons wishing to be heard orally in opposition to the approval of the Settlement, the Plan of Allocation, and/or the application for an award of fees, costs, charges and expenses are required to indicate in their written objection their - 6 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 9 of 11 EXECUTION COPY intention to appear at the hearing and to include in their written objections the identity of any witnesses they may call to testify and copies of any exhibits they intend to introduce into evidence at the Final Approval Hearing. Class Members do not need to appear at the Final Approval Hearing or take any other action to indicate their approval. 18. Any Class Member who does not object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for an award of attorneys’ fees, costs, charges and expenses in the manner prescribed herein and in the Notice shall be deemed to have waived such objection, and shall forever be foreclosed from making any objection to the fairness, adequacy or reasonableness of the proposed Settlement, this Order and the Judgment to be entered approving the Settlement, the Plan of Allocation and/or the application by Lead Counsel for an award of attorneys’ fees together with costs, charges and expenses. 19. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 20. All papers in support of the Settlement, Plan of Allocation, and any application by Lead Counsel for attorneys’ fees, costs, charges and expenses and awards to Plaintiffs shall be filed and served no later than ____________, 20__ [a date thirty-five (35) calendar days prior to the Final Approval Hearing], and any reply papers shall be filed and served no later than ____________, 20__ [a date seven (7) calendar days prior to the Final Approval Hearing]. 21. The Released Persons shall have no responsibility for the Plan of Allocation or any application for attorneys’ fees, costs, charges or expenses submitted by Lead Counsel, and such matters will be considered by the Court separately from the fairness, reasonableness, and adequacy of the Settlement. - 7 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 10 of 11 EXECUTION COPY 22. At or after the Final Approval Hearing, the Court shall determine whether the Plan of Allocation proposed by Lead Counsel, and any application for attorneys’ fees, costs, charges and expenses, should be approved. The Court reserves the right to enter the Order and Final Judgment approving the Settlement regardless of whether it has approved the Plan or Allocation or awarded attorneys’ fees and/or costs, charges and expenses. 23. All reasonable expenses incurred in identifying and notifying Class Members as well as administering the Settlement Fund shall be paid as set forth in the Stipulation. In the event the Court does not approve the Settlement, or it otherwise fails to become effective, neither Lead Plaintiff nor Lead Counsel nor the Claims Administrator shall have any obligation to repay any amounts actually and properly incurred or disbursed pursuant to ¶¶2.12 or 2.14 of the Stipulation. 24. Neither this Order nor the Stipulation, nor any of their respective terms or provisions, nor any of the negotiations, discussions, proceedings connected with them, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement or this Order may be construed as an admission or concession by the Defendants or any other Released Persons of the truth of any of the allegations in the Litigation, or of any liability, fault, or wrongdoing of any kind, or offered or received in evidence, or otherwise used by any person in the Litigation, or in any other action or proceeding, whether civil, criminal, or administrative, in any court, administrative agency, or other tribunal, except in connection with any proceeding to enforce the terms of the Stipulation or this Order. The Released Persons, Lead Plaintiff, Class Members, and each of their counsel may file the Stipulation, and/or this Order and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or - 8 -

Case 1:15-mc-00040-AKH Document 1272-2 Filed 09/30/19 Page 11 of 11 EXECUTION COPY reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 25. All proceedings in the Litigation are stayed until further order of this Court, except as may be necessary to implement the Settlement or comply with the terms of the Stipulation. Pending final determination of whether the Settlement should be approved, neither the Lead Plaintiff nor any Class Member, either directly, representatively, or in any other capacity shall commence or prosecute against any of the Released Persons any action or proceeding in any court or tribunal asserting any of the Released Claims. 26. The Court reserves the right to alter the time or the date of the Final Approval Hearing without further notice to Class Members, and retains jurisdiction to consider all further applications arising out of or connected with the proposed Settlement. The Court may approve the Settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the Class. 27. If the Settlement fails to become effective as defined in the Stipulation or is terminated, then, in any such event, the Stipulation, including any amendment(s) thereof, except as expressly provided in the Stipulation, and this Order shall be null and void, of no further force or effect, and without prejudice to any Settling Party, and may not be introduced as evidence or used in any actions or proceedings by any person or entity against the Settling Parties, and they shall be deemed to have reverted to their respective litigation positions as of August 21, 2019. IT IS SO ORDERED. DATED: THE HONORABLE ALVIN K. HELLERSTEIN UNITED STATES DISTRICT JUDGE - 9 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 1 of 29 EXHIBIT A-1

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 2 of 29 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x In re AMERICAN REALTY CAPITAL : Civil Action No. 1:15-mc-00040-AKH PROPERTIES, INC. LITIGATION : : CLASS ACTION : This Document Relates To: : : ALL ACTIONS. : x NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION EXHIBIT A-1

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 3 of 29 EXECUTION COPY TO: ALL PERSONS AND ENTITIES THAT PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK, PREFERRED STOCK, OR DEBT SECURITIES OF AMERICAN REALTY CAPITAL PROPERTIES, INC. (“ARCP”, NOW KNOWN AS VEREIT, INC.) OR ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (NOW KNOWN AS VEREIT OPERATING PARTNERSHIP, L.P.) (“ARCP SECURITIES”) DURING THE PERIOD BETWEEN FEBRUARY 28, 2013 AND OCTOBER 29, 2014 (THE “CLASS PERIOD”) IN ORDER TO QUALIFY FOR A SETTLEMENT PAYMENT, YOU MUST TIMELY SUBMIT A PROOF OF CLAIM AND RELEASE FORM BY ___________, 2020. THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. WHY SHOULD I READ THIS NOTICE? This Notice is given pursuant to an order issued by the United States District Court for the Southern District of New York (the “Court”). This Notice serves to inform you of the proposed settlement of the above-captioned class action lawsuit for $1,025,000,000.00 in cash (the “Settlement”) and the hearing (the “Settlement Fairness Hearing”) to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, as set forth in the Stipulation of Settlement dated September 30, 2019 (the “Stipulation”), by and between Lead Plaintiff Teachers Insurance and Annuity Association of America, College Retirement Equities Fund, TIAA-CREF Equity Index Fund, TIAA-CREF Real Estate Securities Fund, TIAA-CREF Large Cap Value Index Fund, TIAA-CREF Small Cap Blend Index Fund, TIAA-CREF Life Real Estate Securities Fund, TIAA-CREF Life Equity Index Fund, and TIAA-CREF Bond Index Fund (collectively “TIAA” or “Lead Plaintiff”), on behalf of itself and the Class (as defined below), on the one hand, and Defendants ARCP (now known as VEREIT), AR Capital, LLC (“AR Capital”), ARC Properties Advisors, LLC, certain of ARCP’s and AR Capital’s current or former officers and directors, Grant Thornton LLP and the underwriters involved in four securities offerings by ARCP during the Class Period, on the other hand (collectively, “Defendants”).1 This Notice is intended to inform you how this lawsuit and proposed Settlement may affect your rights and what steps you may take in relation to it. This Notice is different than the one you previously received advising you of the pendency of this Litigation. This Notice is NOT an expression of any opinion by the Court as to the merits of the claims or defenses asserted in the lawsuit or whether the Defendants engaged in any wrongdoing. 1 The Stipulation can be viewed and/or downloaded at www.ARCPSecuritiesLitigation.com. All capitalized terms used herein have the same meaning as the terms defined in the Stipulation. - 1 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 4 of 29 EXECUTION COPY YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A PROOF OF The only way to be eligible to receive a payment from the CLAIM AND RELEASE Settlement. Proofs of Claim and Release must be postmarked (if mailed) or received (if submitted online) on or before __________, 2020. OBJECT TO THE Write to the Court about why you do not like the Settlement, the SETTLEMENT BY Plan of Allocation and/or the request for attorneys’ fees and SUBMITTING A expenses. Objections must be postmarked on or before WRITTEN OBJECTION _____________, 20__. GO TO THE HEARING Ask to speak in Court about the fairness of the Settlement. ON __________, 2020, Requests to speak must be postmarked on or before AND FILE A NOTICE ___________, 20__. If you submit a written objection, you may OF INTENTION TO (but you do not have to) attend the hearing. APPEAR DO NOTHING Receive no payment. You will, however, still be a Class Member, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Person about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in the Litigation. - 2 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 5 of 29 EXECUTION COPY SUMMARY OF THIS NOTICE Description of the Litigation and the Class This Notice relates to a proposed settlement of claims in a pending securities class action brought by ARCP investors alleging, among other things, that Defendants violated the federal securities laws by making materially false and misleading statements or omitting to state facts necessary to make statements not misleading in public filings and other public statements during the Class Period. A more detailed description of the Litigation is set forth on pages ____ below. The proposed Settlement, if approved by the Court, will settle claims of the Class, as defined on pages ____ below. Statement of Class Recovery Pursuant to the Settlement described herein, a $1,025,000,000.00 settlement fund has been established (the “Settlement Amount”). The Settlement Amount together with any interest earned thereon is the “Settlement Fund.” The Settlement Fund, less (a) any taxes, (b) any Notice and Administration Expenses, and (c) any attorneys’ fees and litigation costs, charges and expenses (including any awards to Plaintiffs of their costs and expenses in representing the Class) awarded by the Court, will be distributed to Class Members in accordance with a plan of allocation that is approved by the Court. The proposed plan of allocation (the “Plan of Allocation”) is set forth on pages ____ below. Based on Lead Plaintiff’s estimate of the number of ARCP Securities eligible to recover, and Defendants’ representations concerning previously settled claims, the average distribution under the Plan of Allocation is roughly $1.72 per common share, $1.35 per preferred share, and $6.91 per $100 face value of the TAA Notes, $9.04 per $100 face value of the TAB Notes, $2.24 per $100 face value of the QAA/QAB Notes, $2.78 per $100 face value of the QAC/QAD Notes, $5.27 per $100 face value of the QAE/QAF Notes, before deduction of any taxes on the income earned on the Settlement Fund, Notice and Administration Expenses, and allowable attorneys’ fees and expenses (including any awards to Plaintiffs) as determined by the Court. Class Members should note, however, that these are only estimates. A Class Member’s actual recovery will be a proportion of the Net Settlement Fund determined by that claimant’s claims as compared to the total claims of all Class Members who submit acceptable Proofs of Claim. An individual Class Member may receive more or less than these estimated average amounts. See Plan of Allocation set forth and discussed at pages ___ below for more information on the calculation of your claim. Statement of Potential Outcome of Case The Settling Parties disagree on both liability and damages and do not agree on the amount of damages per security, if any, that would be recoverable if the Class prevailed on each claim alleged. Defendants deny that they are liable to the Class and deny that the Class has suffered any injury or damages. The issues on which the parties disagree are many, but include: (1) whether Defendants engaged in conduct that would give rise to any liability to the Class under the federal securities laws; (2) whether Defendants have valid defenses to any such claims of liability; (3) the appropriate economic model for determining the amount by which the prices of ARCP Securities were allegedly artificially inflated (if at all) during the Class Period; (4) the amount, if any, by which the prices of ARCP Securities were allegedly artificially inflated (if at all) during the Class Period; (5) the effect of various market forces on the prices of ARCP Securities at various times during the Class Period; - 3 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 6 of 29 EXECUTION COPY (6) the extent to which external factors influenced the price of ARCP Securities at various times during the Class Period; (7) the extent to which the various matters that Plaintiffs alleged were materially false or misleading influenced (if at all) the prices of ARCP Securities at various times during the Class Period; and (8) the extent to which the various allegedly adverse material facts that Lead Plaintiff alleged were omitted influenced (if at all) the price of ARCP Securities during the Class Period. Statement of Attorneys’ Fees and Expenses Sought Lead Counsel will apply to the Court on behalf of all Plaintiffs’ Counsel for an award of attorneys’ fees not to exceed thirteen percent (13%) of the Settlement Amount, plus costs, charges and expenses not to exceed $6 million, including awards to Plaintiffs pursuant to 15 U.S.C. §78u- 4(a)(4) in connection with their representation of the Class, plus interest earned on both amounts at the same rate as earned by the Settlement Fund. Since the Litigation’s inception, Lead Counsel have expended considerable time and effort in the prosecution of this Litigation on a wholly contingent basis and have advanced the expenses of the Litigation in the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. The requested attorneys’ fees, costs, charges and expenses amount to an average cost of approximately $0.23 per allegedly damaged ARCP common share, $0.18 per allegedly damaged preferred share and $0.94 per allegedly damaged $100 face value of the TAA Notes, $1.23 per allegedly damaged $100 face value of the TAB Notes, $0.30 per allegedly damaged $100 face value of the QAA/QAB Notes, $0.38 per allegedly damaged $100 face value of the QAC/QAD Notes, and $0.71 per allegedly damaged $100 face value of the QAE/QAF Notes. The average cost per damaged share will vary depending on the number of acceptable Proofs of Claim submitted. Further Information For further information regarding the Litigation or this Notice or to review the Stipulation, please contact the Claims Administrator toll-free at _______________, or visit the website www.ARCPSecuritiesLitigation.com. You may also contact a representative of counsel for the Class: Rick Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900, www.rgrdlaw.com. Please Do Not Call the Court or Defendants with Questions About the Settlement. Reasons for the Settlement Lead Plaintiff’s principal reason for entering into the Settlement is the benefit to the Class now, without further risk or the delays inherent in continued litigation. The cash benefit under the Settlement must be considered against the significant risk that a smaller recovery – or, indeed, no recovery at all – might be achieved after trial, and likely appeals, a process that could last several years into the future. Defendants have denied and continue to deny each and all of the claims alleged by Lead Plaintiff in the Litigation. Defendants expressly have denied and continue to deny all charges of - 4 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 7 of 29 EXECUTION COPY wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny, among other things, the allegations that Lead Plaintiff or the Class has suffered any damage, or that Lead Plaintiff or the Class was harmed by the conduct alleged in the Litigation. For Defendants, the principal reason for entering into the Settlement is to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, especially in complex cases such as this Litigation. Defendants have concluded that further conduct of this Litigation could be expensive, protracted and distracting. WHAT IS THIS LAWSUIT ABOUT? THE ALLEGATIONS The Litigation is currently pending before the Honorable Alvin K. Hellerstein in the United States District Court for the Southern District of New York (the “Court”). The initial complaint in this action was filed on October 30, 2014. On February 13, 2015, the Court appointed TIAA as Lead Plaintiff and Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) as Lead Counsel. Lead Plaintiff’s Third Amended Complaint for Violations of the Federal Securities Laws (the “Complaint”) alleges that Defendants variously violated §§11 and/or 15 of the Securities Act of 1933 and/or §§10(b) and 20(a) of the Securities Exchange Act of 1934. More specifically, Lead Plaintiff alleges that ARCP failed to properly report Adjusted Funds From Operations (“AFFO”), a common measure of REIT performance, by improperly and artificially inflating AFFO, causing it to be overstated. Lead Plaintiff further alleges that when the true facts regarding the alleged accounting improprieties were revealed, that artificial inflation was removed from the prices of ARCP Securities, causing the prices to drop and damaging members of the Class. Defendants deny all of Lead Plaintiff’s allegations. Defendants contend that they did not make any false or misleading statements and that they disclosed all information required to be disclosed by the federal securities laws. THE COURT HAS NOT RULED AS TO WHETHER DEFENDANTS ARE LIABLE TO LEAD PLAINTIFF OR TO THE CLASS. THIS NOTICE IS NOT INTENDED TO BE AN EXPRESSION OF ANY OPINION BY THE COURT WITH RESPECT TO THE TRUTH OF THE ALLEGATIONS IN THIS LITIGATION OR THE MERITS OF THE CLAIMS OR DEFENSES ASSERTED. THIS NOTICE IS SOLELY TO ADVISE YOU OF THE PROPOSED SETTLEMENT OF THIS ACTION AND YOUR RIGHTS IN CONNECTION WITH THAT SETTLEMENT. PROCEDURAL HISTORY The Settling Parties vigorously litigated this case for nearly five years. They briefed and argued two rounds of motions to dismiss the Class’s claims, and following rulings on the motions to dismiss, the Settling Parties engaged in extensive fact and class-related discovery which included the exchange of over 12 million pages of documents and the taking of more than 50 depositions. After full briefing and an evidentiary hearing, the Court certified the Class on August 31, 2017. After the - 5 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 8 of 29 EXECUTION COPY close of fact discovery in December 2018, the Settling Parties briefed and argued 13 motions for summary judgment, which were granted in part and denied in part on May 10, 2019. After summary judgment was resolved, the Settling Parties engaged in expert discovery, exchanging reports from and deposing 21 experts. The Settling Parties were scheduled to begin the trial of this Litigation in January 2020. In anticipation of the trial, the Settling Parties briefed 45 motions in limine and 17 motions to exclude expert testimony. Those motions were scheduled for oral argument in mid-September 2019. The Settling Parties also participated in multiple in-person mediation sessions as well as numerous telephonic conferences over several years with the Honorable Layn R. Phillips (Ret.), a retired United States District Court Judge and an experienced mediator. The Settling Parties engaged in good-faith, arm’s-length negotiations during the earlier mediation sessions, but were unable to reach an agreement. The Settling Parties pursued pre-trial motion practice while settlement discussions continued through Judge Phillips. On September 8, 2019, the Settling Parties reached an agreement in principle to resolve the Litigation, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. HOW DO I KNOW IF I AM A CLASS MEMBER? If you purchased or otherwise acquired ARCP Securities during the period between February 28, 2013 and October 29, 2014 and are not otherwise excluded, you are a Class Member. As set forth in the Stipulation, excluded from the Class are: Defendants, members of the immediate families of each of the Defendants, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any Defendant, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party. For the avoidance of doubt, this exclusion does not extend to: (1) any investment company or pooled investment fund in which a Third-Party Underwriter Defendant2 may have a direct or indirect interest, or as to which its affiliates may act as an advisor, but of which a Third-Party Underwriter Defendant or its respective affiliates is not a majority owner or does not hold a majority beneficial interest; or (2) any employee benefit plan as to which a Third-Party Underwriter Defendant or its affiliates acts as an investment advisor or otherwise may be a fiduciary; provided, however, that membership in the Class by such investment company, pooled investment fund or employee benefit plan is limited to transactions in ARCP Securities made on behalf of, or for the benefit of, persons other than persons that are excluded from the Class by definition. In other words, the Third-Party Underwriter Defendants cannot make a claim on their own behalf for their ownership share in any of the above entities. 2 Third-Party Underwriter Defendants are defined as Barclays Capital Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Janney Montgomery Scott, LLC, JMP Securities LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC (f/k/a Mizuho Securities USA Inc.), Morgan Stanley & Co. LLC, Piper Jaffray & Co., PNC Capital Markets LLC, RBS Securities Inc., Robert W. Baird & Co. Incorporated, and Wells Fargo Securities, LLC. - 6 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 9 of 29 EXECUTION COPY Additionally, the Class excludes any person or entity that entered into any other settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014. Also excluded from the Class is any Class Member who timely and validly requested exclusion in accordance with the requirements set by the Court in connection with the Notice of Pendency of Class Action previously provided to the Class. PLEASE NOTE: Receipt of this Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim and Release that is being distributed with this Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before ______________, 2020. WHAT IS THE MONETARY VALUE OF THE PROPOSED SETTLEMENT? The Settlement, if approved, will result in the creation of a cash settlement fund of $1,025,000,000.00. This fund, plus accrued interest and minus the costs of this Notice and all costs associated with the administration of the Settlement, as well as attorneys’ fees and expenses, and the payment of Plaintiffs’ costs and expenses in representing the Class, as approved by the Court (the “Net Settlement Fund”), will be distributed to eligible Class Members pursuant to the Plan of Allocation that is described in the next section of this Notice. WHAT IS THE PROPOSED PLAN OF ALLOCATION? The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among Class Members based on their respective alleged economic losses resulting from the securities law violations alleged in the Litigation. The Claims Administrator shall determine each Class Member’s share of the Net Settlement Fund based upon the recognized loss formula (the “Recognized Loss”) described below. A Recognized Loss will be calculated for each ARCP Security purchased or otherwise acquired during the Class Period. The calculation of a Recognized Loss will depend upon several factors, including when the ARCP Security was purchased or otherwise acquired and in what amounts, whether the securities were ever sold, and, if so, when they were sold and for what amounts. The Recognized Loss is not intended to estimate the amount a Class Member might have been able to recover after a trial, nor to estimate the amount that will be paid to Class Members pursuant to the Settlement. The Recognized Loss is the basis upon which the Net Settlement Fund will be proportionately allocated to Class Members. Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim that Class Members send in and how many and which type of ARCP Security you purchased or otherwise acquired during the Class Period, and whether you sold any of those securities and when you sold them. - 7 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 10 of 29 EXECUTION COPY The calculation of claims below is not an estimate of the amount you will receive. It is a formula for allocating the Net Settlement Fund among all Authorized Claimants. Furthermore, if any of the formulas set forth below yield an amount less than $0.00, the claim per share is $0.00. In the event a Class Member has more than one purchase or acquisition or sale of ARCP Securities during the Class Period, all such purchases and sales shall be matched by security on a First-In, First-Out (“FIFO”) basis. Sales will be matched against purchases in chronological order, beginning with the earliest purchase made during the Class Period. If a matched Class Period purchase and sale reflects a market gain, the recognized claim for the specific shares or notes involved in the transaction will be $0.00. The Claims Administrator shall allocate to each Authorized Claimant a pro rata share of the Net Settlement Fund based on his, her, or its recognized claim as compared to the total recognized claims of all Authorized Claimants. No distribution shall be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. CALCULATION OF RECOGNIZED LOSS AMOUNTS 1. For each Class Period purchase or acquisition of an ARCP Security that is properly documented, a “Recognized Loss Amount” will be calculated for that security according to the formulas described below. Such “Recognized Loss Amounts” will be aggregated across all purchases to determine the “Recognized Claim” for each Class Member. To the extent a Class Member has a Recognized Loss Amount under the Exchange Act and the Securities Act resulting from the same purchase or acquisition of an ARCP Security, the Recognized Loss Amount will be the greater of the Exchange Act Recognized Loss Amount and the Securities Act Recognized Loss Amount. 2. The calculations made pursuant to the Plan of Allocation are not intended to be estimates of, nor indicative of, the amounts that Class Members might have been able to recover after a trial. Nor are the calculations pursuant to the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund. EXCHANGE ACT RECOGNIZED LOSS AMOUNTS 3. For the Exchange Act Securities, estimated damages and the Plan were developed based on event study analysis, which determines how much artificial inflation was in the prices of such securities on each day during the Class Period by measuring how much the prices declined as a result of disclosures that corrected the alleged misrepresentations and omissions. An Exchange Act Recognized Loss Amount is calculated for each Class Member who purchased Exchange Act Securities during the Class Period based on when that claimant purchased and sold shares, or retained shares beyond the end of the Class Period. 4. Based on the formulas presented below, an “Exchange Act Recognized Loss Amount” will be calculated for each purchase or acquisition of ARCP Exchange Act Securities stock during the Class Period that is listed on the Proof of Claim and Release form and for which adequate - 8 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 11 of 29 EXECUTION COPY documentation is provided. If a Recognized Loss Amount calculates to a negative number or zero under the formula below, that Recognized Loss Amount will be zero. ARCP Common Stock 5. For each share of ARCP common stock purchased or otherwise acquired during the Class Period and: (a) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. (b) Sold after 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $2.32 per share; and (ii) the difference between the purchase price and the sale price. (c) Sold on October 30, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $2.95 per share; and (ii) the difference between the purchase price and the sale price. (d) Sold on October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $3.56 per share; and (ii) the difference between the purchase price and the sale price. (e) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $4.61 per share; and (ii) the difference between the purchase price and the sale price. (f) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $4.61 per share; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average closing price up to the date of sale as set forth in Table-1 below. (g) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of (i) $4.61 per share; and (ii) the difference between the purchase price and $8.96 per share.3 3 Under Section 21(D)(e)(1) of the Exchange Act, “in any private action arising under this Act in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated to the market.” Consistent with the requirements of the statute, Exchange Act Recognized Loss Amounts for ARCP common stock are reduced to an appropriate extent by taking into account the closing prices of ARCP common stock during the 90-day look-back period. The mean (average) closing price for ARCP common stock during this 90-day look-back period was $8.96 per share as shown in Table-1. - 9 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 12 of 29 EXECUTION COPY ARCP Preferred Stock 6. For each share of ARCP preferred stock purchased or otherwise acquired during the Class Period and: (h) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. (i) Sold after 7:03 a.m. on October 29, 2014, or on October 30, 2014 or October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $1.25 per share; and (ii) the difference between the purchase price and the sale price. (j) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $2.40 per share; and (ii) the difference between the purchase price and the sale price. (k) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $2.40 per share; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average closing price up to the date of sale as set forth in Table-1 below. (l) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of: (i) $2.40 per share; and (ii) the difference between the purchase price and $22.21 per share.4 ARCP TAA Note 7. For each $100 of par of the ARCP TAA Notes purchased or otherwise acquired during the Class Period and: (m) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. (n) Sold after 7:03 a.m. on October 29, 2014, or on October 30, 2014 or October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $6.37 per $100 of par; and (ii) the difference between the purchase price and the sale price. (o) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $13.60 per $100 of par; and (ii) the difference between the purchase price and the sale price. 4 Consistent with the requirements of Section 21(D)(e)(1) of the Exchange Act, Exchange Act Recognized Loss Amounts for ARCP preferred stock are reduced to an appropriate extent by taking into account the closing prices of ARCP preferred stock during the 90-day look-back period. The mean (average) closing price for ARCP preferred stock during this 90-day look-back period was $22.21 per share as shown in Table-1. - 10 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 13 of 29 EXECUTION COPY (p) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $13.60 per $100 of par; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average volume weighted average price (“VWAP”) up to the date of sale as set forth in Table-1 below. (q) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of: (i) $13.60 per $100 of par; and (ii) the difference between the purchase price and $91.06 per $100 of par.5 ARCP TAB Note 8. For each $100 of par of the ARCP TAB Notes purchased or otherwise acquired during the Class Period and: (r) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. (s) Sold after 7:03 a.m. on October 29, 2014, or on October 30, 2014 or October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $9.39 per $100 of par; and (ii) the difference between the purchase price and the sale price. (t) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $17.81 per $100 of par; and (ii) the difference between the purchase price and the sale price. (u) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $17.81 per $100 of par; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average volume weighted average price (“VWAP”) up to the date of sale as set forth in Table-1 below. (v) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of: (i) $17.81 per $100 of par; and (ii) the difference between the purchase price and $90.42 per $100 of par.6 5 Consistent with the requirements of Section 21(D)(e)(1) of the Exchange Act, Exchange Act Recognized Loss Amounts for the ARCP TAA Notes are reduced to an appropriate extent by taking into account the VWAPs of the TAA Notes during the 90-day look-back period. The mean (average) VWAP for the TAA Notes during this 90-day look-back period was $91.06 per $100 of par as shown in Table-1. 6 Consistent with the requirements of Section 21(D)(e)(1) of the Exchange Act, Exchange Act Recognized Loss Amounts for the ARCP TAB Notes are reduced to an appropriate extent by taking into account the VWAPs of the TAB Notes during the 90-day look-back period. The mean (average) VWAP for the TAB Notes during this 90-day look-back period was $90.42 per $100 of par as shown in Table-1. - 11 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 14 of 29 EXECUTION COPY ARCP QAA/QAB Note 9. For each $100 of par of the ARCP QAA/QAB Notes purchased or otherwise acquired during the Class Period and: (w) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. (x) Sold after 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $1.24 per $100 of par; and (ii) the difference between the purchase price and the sale price. (y) Sold on October 30, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $2.26 per $100 of par; and (ii) the difference between the purchase price and the sale price. (z) Sold on October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $2.60 per $100 of par; and (ii) the difference between the purchase price and the sale price. (aa) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $4.42 per $100 of par; and (ii) the difference between the purchase price and the sale price. (bb) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $4.42 per $100 of par; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average volume weighted average price (“VWAP”) up to the date of sale as set forth in Table-1 below. (cc) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of: (i) $4.42 per $100 of par; and (ii) the difference between the purchase price and $95.32 per $100 of par.7 ARCP QAC/QAD Note 10. For each $100 of par of the ARCP QAC/QAD Notes purchased or otherwise acquired during the Class Period and: (dd) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. 7 Consistent with the requirements of Section 21(D)(e)(1) of the Exchange Act, Exchange Act Recognized Loss Amounts for the ARCP QAA/QAB Notes are reduced to an appropriate extent by taking into account the VWAPs of the QAA/QAB Notes during the 90-day look-back period. The mean (average) VWAP for the QAA/QAB Notes during this 90-day look-back period was $95.32 per $100 of par as shown in Table-1. - 12 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 15 of 29 EXECUTION COPY (ee) Sold after 7:03 a.m. on October 29, 2014, or on October 30, 2014 or October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $2.48 per $100 of par; and (ii) the difference between the purchase price and the sale price. (ff) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $5.47 per $100 of par; and (ii) the difference between the purchase price and the sale price. (gg) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $5.47 per $100 of par; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average volume weighted average price (“VWAP”) up to the date of sale as set forth in Table-1 below. (hh) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of: (i) $5.47 per $100 of par; and (ii) the difference between the purchase price and $94.08 per $100 of par.8 ARCP QAE/QAF Note 11. For each $100 of par of the ARCP QAE/QAF Notes purchased or otherwise acquired during the Class Period and: (ii) Sold at or prior to 7:03 a.m. on October 29, 2014, the Exchange Act Recognized Loss Amount per share is zero. (jj) Sold after 7:03 a.m. on October 29, 2014, or on October 30, 2014 or October 31, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $5.98 per $100 of par; and (ii) the difference between the purchase price and the sale price. (kk) Sold on November 3, 2014, the Exchange Act Recognized Loss Amount per share is the lesser of: (1) $10.37 per $100 of par; and (ii) the difference between the purchase price and the sale price. (ll) Retained at the end of November 3, 2014 and sold before January 30, 2015, the claim per share shall be the least of: (i) $10.37 per $100 of par; (ii) the difference between the purchase price and the sale price; and (iii) the difference between the purchase price and the average volume weighted average price (“VWAP”) up to the date of sale as set forth in Table-1 below. (mm) Held as of the close of trading on January 30, 2015 or sold thereafter, the claim per share shall be the lesser of: (i) $10.37 per $100 of par; and (ii) the difference between the purchase price and $94.21 per $100 of par.9 8 Consistent with the requirements of Section 21(D)(e)(1) of the Exchange Act, Exchange Act Recognized Loss Amounts for the ARCP QAC/QAD Notes are reduced to an appropriate extent by taking into account the VWAPs of the QAC/QAD Notes during the 90-day look-back period. The mean (average) VWAP for the QAC/QAD Notes during this 90-day look-back period was $94.08 per $100 of par as shown in Table-1. - 13 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 16 of 29 EXECUTION COPY SECURITIES ACT RECOGNIZED LOSS AMOUNTS 12. Securities Act claims were asserted with respect to ARCP Securities Act Securities purchased or otherwise acquired pursuant or traceable to the Registration Statements. The Section 11 Securities Act claims asserted in the action serve as the basis for the calculation of Securities Act Recognized Loss Amounts. Section 11 provides a statutory formula for the calculation of damages under that provision. The formula set forth below, developed by Plaintiffs’ damages expert generally tracks the statutory formula. For purposes of the calculations, October 30, 2014 is the date of suit, and is the proxy for the date of judgment. 13. Based on the formulas stated below, a “Securities Act Recognized Loss Amount” will be calculated for each purchase/acquisition of ARCP Securities Act Securities. If a Securities Act Recognized Loss Amount calculates to a negative number or zero under the formula below, that number will be zero. 14. For the Securities Act Securities, a Securities Act Recognized Loss Amount will be calculated as set forth below for each purchase or other acquisition of a security pursuant or traceable to a Registration Statement. The calculation of a Securities Act Recognized Loss Amount will depend upon several factors, including (i) which security was purchased or otherwise acquired, and in what amounts; (ii) when the security was purchased or otherwise acquired; and (iii) whether the security was sold, and if so, when they were sold, and for what amounts. The “value” of a security on the date on which a complaint was first filed alleging claims under Section 11 of the Securities Act is relevant for purposes of calculating damages for securities still held as of that date under Section 11(e). Thus, “value” is measured by the closing price on October 30, 2014, which is the date the complaint was filed. Consequently, in order to fairly allocate the Net Settlement Fund, for the securities that are the subject of claims under Section 11 the October 30, 2014 Closing Price shall be utilized in measuring the “value” of the securities. ARCP COMMON STOCK A. The ARCT IV Merger 15. For each share of ARCP common stock received in exchange for shares of ARCT IV, Inc. (“ARCT IV”) in the merger between ARCP and ARCT IV (the “ARCT IV Merger”), and (nn) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount per share is zero. (a) Held from the ARCT IV Merger and sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to 9 Consistent with the requirements of Section 21(D)(e)(1) of the Exchange Act, Exchange Act Recognized Loss Amounts for the ARCP QAE/QAF Notes are reduced to an appropriate extent by taking into account the VWAPs of the QAE/QAF Notes during the 90-day look-back period. The mean (average) VWAP for the QAE/QAF Notes during this 90-day look-back period was $94.21 per $100 of par as shown in Table-1. - 14 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 17 of 29 EXECUTION COPY exceed $12.87 per share, the issue price of the ARCP common stock registered in connection with the ARCT IV Merger) minus the sale price. (b) Held from the ARCT IV Merger through the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $12.87 per share, the issue price of the ARCP common stock registered in connection with the ARCT IV Merger) minus $9.42 per share, the price of ARCP common stock on October 30, 2014. B. The Cole Merger 16. For each share of ARCP common stock received in exchange for shares of Cole, Inc. (“Cole”) in the merger between ARCP and Cole (the “Cole Merger”) purchased or otherwise acquired pursuant or traceable to the Registration Statement on Form S-4 dated December 23, 2013 and Proxy Statement/Prospectus dated December 23, 2013 Registration Statement, which registered and ultimately issued 520,443,854 shares of ARCP common stock, and (qq) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount per share is zero. (a) Held from the Cole Merger and sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $13.35 per share, the issue price of the ARCP common stock registered in connection with Cole Merger) minus the sale price. (b) Held from the Cole Merger through the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $13.35 per share, the issue price of ARCP common stock registered in connection with Cole Merger) minus $9.42 per share, the price of ARCP common stock on October 30, 2014. C. May 20, 2014 Follow-On Offering 17. For each share of ARCP common stock purchased or otherwise acquired pursuant or traceable to the March 14, 2013 Shelf Registration Statement on Form S-3ASR, preliminary Prospectus Supplement dated May 21, 2014, and Prospectus Supplement dated May 23, 2014, which registered and ultimately issued shares of ARCP common stock (the “Follow-On Offering”), and (tt) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount per share is zero. (a) Held from the Follow-On Offering and sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $12.00 per share, the issue price of the ARCP common stock registered in connection with the Follow-On Offering) minus the sale price. (b) Held from the Follow-On Offering through the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $12.00 per share, the issue price of the ARCP common stock registered in connection with the Follow-On Offering) minus $9.42 per share, the price of ARCP common stock on October 30, 2014. - 15 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 18 of 29 EXECUTION COPY ARCP Preferred Stock – ARCT IV Merger 18. For each share of ARCP Series F preferred stock purchased or otherwise acquired pursuant or traceable to the Registration Statement on Form S-4 dated December 3, 2013 and Proxy Statement/Prospectus dated December 4, 2013, which registered and ultimately issued shares of ARCP preferred stock, and (ww) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount per share is zero. (xx) Sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $25.00 per share, the issue price of ARCP Series F preferred stock) minus the sale price. (yy) Held as of the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $25.00 per share, the issue price of ARCP Series F preferred stock) minus $22.34 per share, the price of ARCP Series F preferred stock on October 30, 2014. ARCP TAA Notes – July 25, 2013 Offering 19. For each $100 of par of ARCP TAA Notes purchased or otherwise acquired pursuant or traceable to the March 14, 2013 Shelf Registration Statement on Form S-3ASR, Prospectus Supplements dated July 23, 2013 and July 25, 2013, and Free Writing Prospectuses dated 23 July 2013, which registered and ultimately issued $310.0 million in face value of the TAA Notes, and (zz) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount is zero. (aaa) Sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $99.50 per $100 of par, the VWAP of the TAA Notes on July 25, 2013) minus the sale price. (bbb) Held as of the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $99.50 per $100 of par, the VWAP of the TAA Notes on July 25, 2013) minus $94.00 per $100 of par, the VWAP of the TAA Notes on October 30, 2014. ARCP TAA Notes – December 5, 2013 Offering 20. For each $100 of par of ARCP TAA Notes purchased or otherwise acquired pursuant or traceable to the March 14, 2013 Shelf Registration Statement on Form S-3ASR, Prospectus Supplements dated December 5, 2013, December 6, 2013, and December 9, 2013, and Free Writing Prospectus dated December 5, 2013, which registered and reopened the TAA Notes offering for another $287.5 million in face value, and (ccc) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount is zero. - 16 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 19 of 29 EXECUTION COPY (ddd) Sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $100 per $100 of par, the VWAP of the TAA Notes on December 5, 2013) minus the sale price. (eee) Held as of the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $100 per $100 of par, the VWAP of the TAA Notes on December 5, 2013) minus $94.00 per $100 of par, the VWAP of the TAA Notes on October 30, 2014. ARCP TAB Notes – December 5, 2013 Offering 21. For each $100 of par of ARCP TAB Notes purchased or otherwise acquired pursuant or traceable to the March 14, 2013 Shelf Registration Statement on Form S-3ASR, Prospectus Supplements dated December 5, 2013, December 6, 2013, and December 9, 2013, and Free Writing Prospectus dated December 5, 2013, which registered and ultimately issued $402.5 million in face value, and (fff) Sold at or prior to 7:03 a.m. on October 29, 2014, the Securities Act Recognized Loss Amount is zero. (ggg) Sold before the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $100 per $100 of par, the VWAP of the TAB Notes on December 5, 2013) minus the sale price. (hhh) Held as of the close of trading on October 30, 2014, the Securities Act Recognized Loss Amount per share is the purchase price (not to exceed $100 per $100 of par, the VWAP of the TAB Notes on December 5, 2013) minus $93.58 per $100 of par, the VWAP of the TAA Notes on October 30, 2014. TABLE-1 ARCP Securities Average Closing Prices and VWAPs November 3, 2014 – January 30, 2015 Common Preferred TAA TAB QAA/QA QAC/QA QAE/QAF Date Stock Stock Notes Notes B Notes D Notes Notes 11/3/2014 $7.85 $20.91 $85.51 $83.88 $95.86 $93.88 $93.09 11/4/2014 $8.00 $21.12 $86.88 $85.65 $95.39 $93.74 $92.65 11/5/2014 $8.24 $21.28 $88.15 $87.22 $95.32 $93.88 $92.96 11/6/2014 $8.34 $21.40 $88.95 $88.18 $95.45 $94.08 $93.15 11/7/2014 $8.43 $21.47 $89.32 $88.73 $95.53 $94.22 $93.72 11/10/2014 $8.44 $21.51 $89.43 $88.94 $95.62 $94.22 $93.97 11/11/2014 $8.47 $21.57 $89.49 $89.03 $95.62 $94.22 $93.97 11/12/2014 $8.51 $21.61 $89.49 $89.06 $95.66 $94.41 $94.10 11/13/2014 $8.54 $21.64 $89.50 $89.05 $95.74 $94.41 $94.34 - 17 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 20 of 29 EXECUTION COPY Common Preferred TAA TAB QAA/QA QAC/QA QAE/QAF Date Stock Stock Notes Notes B Notes D Notes Notes 11/14/2014 $8.56 $21.66 $89.50 $89.03 $95.70 $94.36 $94.34 11/17/2014 $8.58 $21.68 $89.50 $89.03 $95.70 $94.32 $94.30 11/18/2014 $8.60 $21.70 $89.46 $89.03 $95.71 $94.35 $94.30 11/19/2014 $8.61 $21.71 $89.42 $89.03 $95.72 $94.40 $94.32 11/20/2014 $8.64 $21.71 $89.43 $89.06 $95.72 $94.44 $94.32 11/21/2014 $8.66 $21.73 $89.51 $89.16 $95.73 $94.52 $94.32 11/24/2014 $8.69 $21.74 $89.62 $89.26 $95.74 $94.62 $94.49 11/25/2014 $8.71 $21.74 $89.71 $89.37 $95.75 $94.61 $94.49 11/26/2014 $8.75 $21.78 $89.79 $89.47 $95.75 $94.61 $94.49 11/28/2014 $8.78 $21.81 $89.79 $89.47 $95.75 $94.61 $94.63 12/1/2014 $8.81 $21.84 $89.89 $89.60 $95.79 $94.61 $94.69 12/2/2014 $8.83 $21.87 $89.96 $89.60 $95.80 $94.61 $94.69 12/3/2014 $8.85 $21.88 $90.01 $89.69 $95.82 $94.64 $94.69 12/4/2014 $8.87 $21.90 $90.07 $89.69 $95.84 $94.68 $94.72 12/5/2014 $8.88 $21.91 $90.15 $89.80 $95.87 $94.68 $94.72 12/8/2014 $8.89 $21.92 $90.24 $89.80 $95.87 $94.68 $94.77 12/9/2014 $8.91 $21.93 $90.24 $89.93 $95.89 $94.73 $94.77 12/10/2014 $8.92 $21.93 $90.34 $90.05 $95.89 $94.73 $94.82 12/11/2014 $8.93 $21.93 $90.34 $90.15 $95.92 $94.73 $94.88 12/12/2014 $8.93 $21.93 $90.42 $90.23 $95.92 $94.80 $94.96 12/15/2014 $8.91 $21.91 $90.37 $90.13 $95.90 $94.76 $95.01 12/16/2014 $8.87 $21.88 $90.32 $89.94 $95.82 $94.65 $94.93 12/17/2014 $8.85 $21.87 $90.23 $89.80 $95.71 $94.46 $94.60 12/18/2014 $8.83 $21.85 $90.15 $89.67 $95.58 $94.22 $94.27 12/19/2014 $8.81 $21.83 $90.05 $89.53 $95.44 $93.96 $93.96 12/22/2014 $8.79 $21.82 $89.98 $89.44 $95.32 $93.77 $93.96 12/23/2014 $8.78 $21.81 $89.98 $89.44 $95.24 $93.61 $93.96 Common Preferred TAA TAB QAA/QA QAC/QA QAE/QAF Date Stock Stock Notes Notes B Notes D Notes Notes 12/24/2014 $8.77 $21.81 $89.95 $89.41 $95.18 $93.61 $93.96 12/26/2014 $8.76 $21.81 $89.96 $89.41 $95.18 $93.61 $93.96 12/29/2014 $8.75 $21.81 $89.93 $89.39 $95.16 $93.53 $93.73 12/30/2014 $8.76 $21.84 $90.00 $89.46 $95.17 $93.49 $93.63 12/31/2014 $8.76 $21.86 $90.00 $89.54 $95.18 $93.46 $93.58 1/2/2015 $8.78 $21.88 $90.00 $89.54 $95.19 $93.47 $93.53 1/5/2015 $8.78 $21.91 $90.06 $89.60 $95.21 $93.49 $93.49 1/6/2015 $8.80 $21.93 $90.11 $89.67 $95.21 $93.51 $93.44 1/7/2015 $8.82 $21.95 $90.18 $89.67 $95.22 $93.54 $93.44 - 18 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 21 of 29 EXECUTION COPY Common Preferred TAA TAB QAA/QA QAC/QA QAE/QAF Date Stock Stock Notes Notes B Notes D Notes Notes 1/8/2015 $8.83 $21.97 $90.26 $89.76 $95.23 $93.59 $93.49 1/9/2015 $8.85 $21.99 $90.34 $89.85 $95.24 $93.65 $93.54 1/12/2015 $8.86 $22.01 $90.44 $89.94 $95.24 $93.69 $93.62 1/13/2015 $8.87 $22.03 $90.52 $90.02 $95.24 $93.69 $93.70 1/14/2015 $8.88 $22.05 $90.58 $90.10 $95.24 $93.69 $93.77 1/15/2015 $8.89 $22.06 $90.65 $90.18 $95.22 $93.72 $93.84 1/16/2015 $8.89 $22.08 $90.71 $90.24 $95.21 $93.76 $93.90 1/20/2015 $8.89 $22.10 $90.71 $90.24 $95.20 $93.80 $93.90 1/21/2015 $8.90 $22.11 $90.71 $90.24 $95.21 $93.80 $93.90 1/22/2015 $8.91 $22.13 $90.78 $90.30 $95.23 $93.86 $93.98 1/23/2015 $8.92 $22.14 $90.85 $90.37 $95.27 $93.91 $94.06 1/26/2015 $8.93 $22.16 $90.91 $90.37 $95.28 $93.98 $94.06 1/27/2015 $8.94 $22.17 $90.91 $90.37 $95.29 $93.98 $94.06 1/28/2015 $8.95 $22.19 $90.97 $90.37 $95.29 $93.98 $94.14 1/29/2015 $8.96 $22.20 $91.01 $90.42 $95.31 $94.03 $94.14 1/30/2015 $8.96 $22.21 $91.06 $90.42 $95.32 $94.08 $94.21 A purchase, acquisition or sale of an ARCP Security shall be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date. All purchase, acquisition and sale prices shall exclude any fees and commissions. The receipt or grant by gift, devise, or operation of law of ARCP Securities during the Class Period shall not be deemed a purchase, acquisition or sale of ARCP Securities for the calculation of a claimant’s recognized claim nor shall it be deemed an assignment of any claim relating to the purchase or acquisition of such shares unless specifically provided in the instrument of gift or assignment. The receipt of ARCP Securities during the Class Period in exchange for securities of any other corporation or entity, other than American Realty Capital Trust IV, Inc. and Cole Real Estate Investments, Inc. (formerly known as Cole Credit Property Trust III, Inc.), shall not be deemed a purchase, acquisition or sale of ARCP Securities. Distributions will be made to Authorized Claimants after all claims have been processed, after the Court has finally approved the Settlement, and after any appeals are resolved. If there is any balance remaining in the Net Settlement Fund after at least six (6) months from the initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or otherwise), the Claims Administrator shall, if feasible, reallocate such balance among Authorized Claimants in an equitable and economic fashion. These redistributions shall be repeated until the balance remaining in the Net Settlement Fund is no longer economically feasible to distribute to Class Members. Thereafter, any balance that still remains in the Net Settlement Fund shall be donated to any appropriate non-profit charitable organization(s) unaffiliated with any party or their counsel serving the public interest. Please contact the Claims Administrator or Lead Counsel if you disagree with any determinations made by the Claims Administrator regarding your Proof of Claim and Release. If - 19 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 22 of 29 EXECUTION COPY you are dissatisfied with the determinations, you may ask the Court, which retains jurisdiction over all Class Members and the claims administration process, to decide the issue by submitting a written request. The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class Member on equitable grounds. Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants. No Person shall have any claim against Lead Plaintiff, Lead Counsel, any Claims Administrator, any other Person designated by Lead Plaintiff’s counsel, or any of the Released Persons based on the distributions made substantially in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete and submit a valid and timely Proof of Claim and Release shall be barred from participating in distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Settlement, including the terms of any judgment entered and the releases given. DO I NEED TO CONTACT LEAD COUNSEL IN ORDER TO PARTICIPATE IN DISTRIBUTION OF THE SETTLEMENT FUND? No. If you have received this Notice and timely submit your Proof of Claim and Release to the designated address, you need not contact Lead Counsel. If your address changes, please contact the Claims Administrator at: ARCP Securities Litigation c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 Telephone: 1-866-558-9236 www.ARCPSecuritiesLitigation.com THERE WILL BE NO PAYMENTS IF THE STIPULATION IS TERMINATED The Stipulation may be terminated under several circumstances outlined in it. If the Stipulation is terminated, the Litigation will proceed as if the Stipulation had not been entered into. WHAT ARE THE REASONS FOR SETTLEMENT? The Settlement was reached after contested motion practice directed to the sufficiency of Lead Plaintiff’s claims. The parties also completed document, deposition, and expert discovery. Nevertheless, the Court has not reached any final decisions in connection with Lead Plaintiff’s claims against Defendants. Instead, Lead Plaintiff and Defendants have agreed to this Settlement, which was reached with the substantial assistance of a highly respected mediator. In reaching the Settlement, the parties have avoided the cost, delay and uncertainty of further litigation. As in any litigation, Lead Plaintiff and the Class would face an uncertain outcome if they did not agree to the Settlement. If Lead Plaintiff succeeded at the upcoming trial, Defendants would - 20 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 23 of 29 EXECUTION COPY likely file appeals that would postpone final resolution of the case. Continuation of the Litigation against Defendants could result in a judgment greater than this Settlement. Conversely, continuing the case could result in no recovery at all or a recovery that is less than the amount of the Settlement. Lead Plaintiff and Lead Counsel believe that this Settlement is fair and reasonable to the Members of the Class. They have reached this conclusion for several reasons. Specifically, if the Settlement is approved, the Class will receive a certain and immediate monetary recovery. Additionally, Lead Counsel believes that the significant and immediate benefits of the Settlement, when weighed against the significant risk, delay and uncertainty of continued litigation, are a very favorable result for the Class. Defendants are entering into this Settlement because it would be beneficial to avoid the burden, inconvenience, and expense associated with continuing the Litigation, and the uncertainty and risks inherent in any litigation. Defendants have determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in the Stipulation. WHO REPRESENTS THE CLASS? The following attorneys are counsel for the Class: Debra J. Wyman ROBBINS GELLER RUDMAN & DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 800/449-4900 If you have any questions about the Litigation, or the Settlement, you are entitled to consult with Lead Counsel by contacting counsel at the phone number listed above. You may obtain a copy of the Stipulation by contacting the Claims Administrator at: ARCP Securities Litigation c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 Telephone: 1-866-558-9236 www.ARCPSecuritiesLitigation.com HOW WILL THE LEAD PLAINTIFF’S LAWYERS BE PAID? Lead Counsel will file a motion for an award of attorneys’ fees and expenses that will be considered at the Settlement Fairness Hearing. Lead Counsel will apply for an attorneys’ fee award for Plaintiffs’ Counsel in the amount of up to 13% of the Settlement Fund, plus payment of Plaintiffs’ Counsel’s costs, charges and expenses incurred in connection with this Litigation in an amount not to exceed $6 million, which may include awards to Plaintiffs pursuant to 15 U.S.C. - 21 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 24 of 29 EXECUTION COPY §78u-4(a)(4) in connection with their representation of the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses. The attorneys’ fees and costs, charges and expenses requested will be the only payment to Plaintiffs’ Counsel for their efforts in achieving this outstanding Settlement and for their risk in undertaking this representation on a wholly contingent basis. The fees requested will compensate Plaintiffs’ Counsel for their work in achieving the Settlement. The Court will decide what constitutes a reasonable fee award and may award less than the amount requested by Lead Counsel. CAN I EXCLUDE MYSELF FROM THE SETTLEMENT? No. If you did not exclude yourself from the Class in connection with the Notice of Pendency of Class Action, you remain a Class Member. CAN I OBJECT TO THE SETTLEMENT, THE REQUESTED ATTORNEYS’ FEES, THE REQUESTED PAYMENT OF COSTS AND EXPENSES AND/OR THE PLAN OF ALLOCATION? Yes. If you are a Class Member, you may object to the terms of the Settlement. Whether or not you object to the terms of the Settlement, you may also object to the requested attorneys’ fees, costs, charges and expenses, Plaintiffs’ request for awards for representing the Class and/or the Plan of Allocation. In order for any objection to be considered, you must file a written statement, accompanied by proof of Class membership, with the Court and send a copy to Lead Counsel and ARCP’s Counsel, at the addresses listed below by __________, 20__. The Court’s address is Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007; Lead Counsel’s address is Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, c/o Debra J. Wyman; ARCP’s Counsel’s address is: Milbank LLP, 55 Hudson Yards, New York, NY 10001, c/o Jed M. Schwartz. Attendance at the Settlement Fairness Hearing is not necessary; however, persons wishing to be heard orally at the Settlement Fairness Hearing are required to indicate in their written objection their intention to appear at the hearing and identify any witnesses they may call to testify and exhibits, if any, they intend to introduce into evidence. WHAT ARE MY RIGHTS AND OBLIGATIONS UNDER THE SETTLEMENT? If you are a Class Member and you did not exclude yourself from the Class, you may receive the benefit of, and you will be bound by, the terms of the Settlement described in this Notice, upon approval by the Court. HOW CAN I GET A PAYMENT? In order to qualify for a payment, you must timely complete and return the Proof of Claim and Release that accompanies this Notice. A Proof of Claim and Release is enclosed with this Notice and also may be downloaded at www.ARCPSecuritiesLitigation.com. Read the instructions carefully; fill out the Proof of Claim and Release; sign it; and mail or submit it online so that it is postmarked (if mailed) or received (if submitted online) no later than __________, 2020. The Proof of Claim and Release may be submitted online at www.ARCPSecuritiesLitigation.com. If you - 22 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 25 of 29 EXECUTION COPY do not submit a timely Proof of Claim and Release with all of the required information, you will not receive a payment from the Settlement Fund; however, unless you expressly excluded yourself from the Class as described above, you will still be bound in all other respects by the Settlement, the Judgment, and the release contained in them. WHAT CLAIMS WILL BE RELEASED BY THE SETTLEMENT? If the Settlement is approved by the Court, the Court will enter a Judgment. If the Judgment becomes final pursuant to the terms of the Stipulation, all Class Members shall be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged any and all of the Released Persons from all Released Claims. • “Released Claims” means any and all rights, liabilities, suits, debts, obligations, demands, damages, losses, judgment matters, issues, claims (including Unknown Claims), and causes of action of every nature and description whatsoever, in law, equity, or otherwise, whether accrued or unaccrued, fixed or contingent, liquidated or unliquidated, whether arising under federal, state, local, statutory, common law, foreign law, or any other law, rule, or regulation, and whether class and/or individual in nature, concerning, based on, arising out of, or in connection with both: (i) the purchase or other acquisition of ARCP Securities by Lead Plaintiff or any other Class Member during the period between February 28, 2013 and October 29, 2014; and (ii) the allegations, transactions, acts, facts, matters, occurrences, disclosures, statements, filings, representations, omissions, or events that were or could have been alleged or asserted in the Litigation. Released Claims do not include claims to enforce the Settlement, any shareholder derivative claims on behalf of ARCP, or governmental agency actions against the Released Persons. • “Related Parties” means each Defendant’s respective present and former parents, subsidiaries, divisions, controlling persons, associates, entities and affiliates and each and all of their respective present and former employees, members, partners, principals, officers, directors, controlling shareholders, agents, attorneys, advisors (including financial or investment advisors), accountants, auditors, consultants, underwriters, investment bankers, commercial bankers, entities providing fairness opinions, general or limited partners or partnerships, limited liability companies, members, joint ventures and insurers and reinsurers of each of them; as well as the predecessors, successors, assigns, estates, immediate family members, spouses, heirs, executors, trusts, trustees, administrators, agents, legal or personal representatives, assigns, and assignees of each of them, in their capacity as such. • “Released Persons” means each and all of the Defendants and their Related Parties. • “Unknown Claims” means (a) any and all Released Claims which the Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the - 23 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 26 of 29 EXECUTION COPY Class; and (b) any and all Released Defendants' Claims that the Released Persons do not know or suspect to exist in his, her, or its favor at the time of the release of the Plaintiffs, the Class and Plaintiffs' Counsel, which, if known by him, her, or it, might have affected his, her, or its settlement and release of Plaintiffs, the Class and Plaintiffs' Counsel. With respect to (a) any and all Released Claims against the Released Persons, and (b) any and all Released Defendants’ Claims against Plaintiffs, the Class and Plaintiffs’ Counsel, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party. The Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. The Releasing Plaintiff Parties and Released Persons acknowledge that they may hereafter discover facts in addition to or different from those which he, she, it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a) the Releasing Plaintiff Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities, and (b) the Released Persons shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendants’ Claims against the Plaintiffs, the Class and Plaintiffs’ Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, - 24 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 27 of 29 EXECUTION COPY or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Persons shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and is an essential element of the Settlement of which this release is a part. THE SETTLEMENT FAIRNESS HEARING The Court will hold a Settlement Fairness Hearing on _______, 2020, at _:__ _.m., before the Honorable Alvin K. Hellerstein at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007, for the purpose of determining whether: (1) the Settlement as set forth in the Stipulation for $1,025,000,000.00 in cash should be approved by the Court as fair, reasonable and adequate; (2) Judgment as provided under the Stipulation should be entered; (3) to award Lead Counsel attorneys’ fees and expenses out of the Settlement Fund and, if so, in what amount; (4) to award Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class out of the Settlement Fund and, if so, in what amount; and (5) the Plan of Allocation should be approved by the Court. The Court may adjourn or continue the Settlement Fairness Hearing without further notice to Members of the Class. Any Class Member may appear at the Settlement Fairness Hearing and be heard on any of the foregoing matters; provided, however, that no such person shall be heard unless his, her, or its objection is made in writing and is filed, together with proof of membership in the Class and with copies of all other papers and briefs to be submitted by him, her, or it to the Court at the Settlement Fairness Hearing, with the Court no later than ______, 20__, and showing proof of service on the following counsel: Debra J. Wyman Jed M. Schwartz ROBBINS GELLER RUDMAN MILBANK LLP & DOWD LLP 55 Hudson Yards 655 West Broadway, Suite 1900 New York, NY 10001 San Diego, CA 92101 Attorneys for Lead Plaintiff Attorneys for ARCP Unless otherwise directed by the Court, any Class Member who does not make his, her or its objection in the manner provided shall be deemed to have waived all objections to this Settlement and shall be foreclosed from raising (in this or any other proceeding or on any appeal) any objection and any untimely objection shall be barred. If you hire an attorney (at your own expense) to represent you for purposes of objecting, your attorney must serve a notice of appearance on counsel listed above and file it with the Court (at the address set out above) by no later than _____________, 20__. - 25 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 28 of 29 EXECUTION COPY INJUNCTION The Court has issued an order enjoining all Class Members from instituting, commencing, maintaining or prosecuting any action in any court or tribunal that asserts Released Claims against any Released Persons, pending final determination by the Court of whether the Settlement should be approved. HOW DO I OBTAIN ADDITIONAL INFORMATION? This Notice contains only a summary of the terms of the proposed Settlement. The records in this Litigation may be examined and copied at any time during regular office hours, and subject to customary copying fees, at the Clerk of the United States District Court for the Southern District of New York. For a fee, all papers filed in this Litigation are available at www.pacer.gov. In addition, all of the Settlement documents, including the Stipulation, this Notice, the Proof of Claim and Release and proposed Judgment may be obtained by contacting the Claims Administrator at: ARCP Securities Litigation c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 Email: info@ARCPSecuritiesLitigation.com Telephone: 1-866-558-9236 www.ARCPSecuritiesLitigation.com In addition, you may contact Rick Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1(800)449-4900, if you have any questions about the Litigation or the Settlement. DO NOT WRITE TO OR TELEPHONE THE COURT FOR INFORMATION SPECIAL NOTICE TO BANKS, BROKERS, AND OTHER NOMINEES If you hold any ARCP Securities purchased or acquired during the Class Period, as a nominee for a beneficial owner, then, within fourteen (14) business days after you receive this Notice, you must either: (1) send a copy of this Notice by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator: ARCP Securities Litigation c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 E-mail: info@ARCPSecuritiesLitigation.com Telephone: 1-866-558-9236 www.ARCPSecuritiesLitigation.com - 26 -

Case 1:15-mc-00040-AKH Document 1272-3 Filed 09/30/19 Page 29 of 29 EXECUTION COPY If you choose to mail the Notice and Proof of Claim and Release yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing. Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator. DATED: ___________________ BY ORDER OF THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK - 27 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 1 of 19 EXHIBIT A-2

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 2 of 19 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x In re AMERICAN REALTY CAPITAL : Civil Action No. 1:15-mc-00040-AKH PROPERTIES, INC. LITIGATION : : CLASS ACTION : This Document Relates To: : : ALL ACTIONS. : x PROOF OF CLAIM AND RELEASE EXHIBIT A-2

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 3 of 19 EXECUTION COPY I. GENERAL INSTRUCTIONS 1. To recover as a member of the Class based on your claims in the action entitled In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc-00040-AKH (the “Litigation”), you must complete and, on page __ hereof, sign this Proof of Claim and Release. If you fail to submit a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release form, postmarked or received by the date shown below, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed settlement of the Litigation (the “Settlement”).1 2. Submission of this Proof of Claim and Release form, however, does not assure that you will share in the proceeds of the Settlement. 3. YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE FORM, ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREIN, NO LATER THAN ________, 2020, TO THE COURT- APPOINTED CLAIMS ADMINISTRATOR IN THIS CASE, AT THE FOLLOWING ADDRESS: ARCP Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 Online Submissions: www.ARCPSecuritiesLitigation.com If you are NOT a member of the Class (as defined in the Notice of Proposed Settlement of Class Action (the “Notice”)), DO NOT submit a Proof of Claim and Release form. 1 This Proof of Claim and Release incorporates by reference the definitions in the Stipulation of Settlement (“Stipulation”), which can be obtained at www.ARCPSecuritiesLitigation.com. - 1 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 4 of 19 EXECUTION COPY 4. If you are a member of the Class and you did not timely request exclusion from the Class, you will be bound by the terms of any judgment entered in the Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM. II. CLAIMANT IDENTIFICATION You are a member of the Class if you purchased or otherwise acquired American Realty Capital Properties, Inc. (“ARCP”) common stock, preferred stock or debt securities between February 28, 2013 and October 29, 2014. Excluded from the Class are: Defendants, members of the immediate families of each of the Defendants, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any Defendant, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party. For the avoidance of doubt, this exclusion does not extend to: (1) any investment company or pooled investment fund in which a Third-Party Underwriter Defendant2 may have a direct or indirect interest, or as to which its affiliates may act as an advisor, but of which a Third-Party Underwriter Defendant or its respective affiliates is not a majority owner or does not hold a majority beneficial interest; or (2) any employee benefit plan as to which a Third-Party Underwriter Defendant or its affiliates acts as an investment advisor or otherwise may be a fiduciary; provided, however, that membership in the 2 Third-Party Underwriter Defendants are defined as Barclays Capital Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Janney Montgomery Scott, LLC, JMP Securities LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC (f/k/a Mizuho Securities USA Inc.), Morgan Stanley & Co. LLC, Piper Jaffray & Co., PNC Capital Markets LLC, RBS Securities Inc., Robert W. Baird & Co. Incorporated, and Wells Fargo Securities, LLC. - 2 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 5 of 19 EXECUTION COPY Class by such investment company, pooled investment fund or employee benefit plan is limited to transactions in ARCP Securities made on behalf of, or for the benefit of, persons other than persons that are excluded from the Class by definition. In other words, the Third-Party Underwriter Defendants cannot make a claim on their own behalf for their ownership share in any of the above entities. The Class also excludes any person or entity that entered into any other settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014. Also excluded from the Class is any Class Member that validly and timely requested exclusion in accordance with the requirements set by the Court in connection with the Notice of Pendency of Class Action previously provided to the Class. Use Part I of this form entitled “Claimant Identification” to identify each purchaser or acquirer of record (“nominee”), if different from the beneficial purchaser or acquirer of the securities which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OR ACQUIRER(S) OF THE ARCP SECURITIES UPON WHICH THIS CLAIM IS BASED. All joint purchasers or acquirers must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim. - 3 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 6 of 19 EXECUTION COPY If you are acting in a representative capacity on behalf of a Class Member (for example, as an executor, administrator, trustee, or other representative), you must submit evidence of your current authority to act on behalf of that Class Member. Such evidence would include, for example, letters testamentary, letters of administration, or a copy of the trust documents. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request to, or may be requested to, submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim and Release form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at edata@gilardi.com to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgement of receipt and acceptance of electronically submitted data. III. CLAIM FORM Use Part II of this form entitled “Schedule of Transactions in ARCP Common Stock,” Part III of this form entitled “Schedule of Transactions in ARCP Debt Securities” and Part IV of this form entitled “Schedule of Transactions in ARCP Preferred Stock” to supply all required details of your transaction(s) in ARCP Securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. On the schedules, provide all of the requested information with respect to all of your purchases and acquisitions and all of your sales of ARCP common stock, debt securities and preferred stock between February 28, 2013 and October 28, 2014, whether such transactions resulted in a profit or a loss. You must also provide all of the requested information with respect - 4 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 7 of 19 EXECUTION COPY to all of the shares of ARCP common and preferred stock you held at the close of trading on February 27, 2013, October 28, 2014, and January 30, 2015. Failure to report all such transactions may result in the rejection of your claim. List these transactions separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list. For short-sale transactions, the date of covering a “short sale” is deemed to be the date of purchase of ARCP common stock, and the date of a “short sale” is deemed to be the date of sale of ARCP common stock. For each transaction, you must provide, together with this claim form, copies of stockbroker confirmation slips, stockbroker statements, or other documents adequately evidencing your transactions in ARCP Securities. If any such documents are not in your possession, please obtain a copy or equivalent documents from your broker because these documents are necessary to prove and process your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. - 5 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 8 of 19 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In re American Realty Capital Properties, Inc. Litigation Civil Action No. 1:15-mc-00040-AKH PROOF OF CLAIM AND RELEASE Must Be Postmarked (if mailed) or Received (if submitted online) No Later Than: __________, 2020 Please Type or Print REMEMBER TO ATTACH COPIES OF BROKER CONFIRMATIONS OR OTHER DOCUMENTATION OF YOUR TRANSACTIONS IN ARCP SECURITIES. FAILURE TO PROVIDE THIS DOCUMENTATION COULD DELAY VERIFICATION OF YOUR CLAIM OR RESULT IN REJECTION OF YOUR CLAIM. - 6 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 9 of 19 EXECUTION COPY PART II: SCHEDULE OF TRANSACTIONS IN ARCP COMMON STOCK A. Number of shares of ARCP common stock held at the close of trading on February 27, 2013: B. Purchases or acquisitions of ARCP common stock between February 28, 2013 and October 28, 2014, inclusive: - 7 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 10 of 19 EXECUTION COPY C. Sales of ARCP common stock between February 28, 2013 and January 30, 2015, inclusive: D. Number of shares of ARCP common stock held at the close of trading on October 28, 2014: E. Number of shares of ARCP common stock held at the close of trading on January 30, 2015: - 8 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 11 of 19 EXECUTION COPY If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE _____. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM. - 9 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 12 of 19 EXECUTION COPY PART III: SCHEDULE OF TRANSACTIONS IN ARCP DEBT SECURITIES Purchases or Acquisitions Trade Date Debt Offering Number of Units Total Purchase Month Day Year Purchased or Acquired or Acquisition Price Sales (July 25, 2013 – October 28, 2014, inclusive) of ARCP Debt Securities: Trade Date Debt Offering Number of Units Sold Total Sales Price Month Day Year Face value of ARCP Debt Securities held at the close of trading on October 28, 2014: ________________________ If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE __. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM. - 10 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 13 of 19 EXECUTION COPY PART IV: SCHEDULE OF TRANSACTIONS IN ARCP PREFERRED STOCK A. Purchases or acquisitions of ARCP preferred stock between January 6, 2014 – October 28, 2014, inclusive: B. Sales of ARCP preferred stock between January 6, 2014 – January 30, 2015, inclusive: C. Number of shares of ARCP preferred stock held at the close of trading on October 28, 2014: - 11 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 14 of 19 EXECUTION COPY E. Number of shares of ARCP preferred stock held at the close of trading on January 30, 2015: If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE __. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM. IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I (We) submit this Proof of Claim and Release under the terms of the Stipulation described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Southern District of New York with respect to my (our) claim as a Class Member and for purposes of enforcing the releases set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of the Stipulation and any judgment that may be entered in the Litigation, including the releases and the covenants set forth herein. I (We) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so. I (We) have not submitted any other claim in connection with the purchase or acquisition of ARCP Securities during the Class Period and know of no other person having done so on my (our) behalf. V. RELEASES 1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge from the Released Claims each and all of the Released Persons. 2. “Released Persons” means each and all of the Defendants and their Related Parties. - 12 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 15 of 19 EXECUTION COPY 3. “Released Claims” means any and all rights, liabilities, suits, debts, obligations, demands, damages, losses, judgment matters, issues, claims (including Unknown Claims), and causes of action of every nature and description whatsoever, in law, equity, or otherwise, whether accrued or unaccrued, fixed or contingent, liquidated or unliquidated, whether arising under federal, state, local, statutory, common law, foreign law, or any other law, rule, or regulation, and whether class and/or individual in nature, concerning, based on, arising out of, or in connection with both: (i) the purchase or other acquisition of ARCP Securities by Lead Plaintiff or any other Class Member during the period between February 28, 2013 and October 29, 2014; and (ii) the allegations, transactions, acts, facts, matters, occurrences, disclosures, statements, filings, representations, omissions, or events that were or could have been alleged or asserted in the Litigation. Released Claims do not include claims to enforce the Settlement, any shareholder derivative claims on behalf of ARCP, or governmental agency actions against the Released Persons. 4. “Released Defendants’ Claims” means any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, that arise out of, are based upon, or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Litigation, except for claims relating to the enforcement of the Settlement. 5. “Unknown Claims” means (a) any and all Released Claims which the Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the Class; and (b) any and all Released Defendants’ Claims that the Released Persons do not know or suspect to exist in his, her, or its favor at the time of the - 13 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 16 of 19 EXECUTION COPY release of the Plaintiffs, the Class and Plaintiffs’ Counsel, which, if known by him, her, or it, might have affected his, her, or its settlement and release of Plaintiffs, the Class and Plaintiffs’ Counsel. With respect to (a) any and all Released Claims against the Released Persons, and (b) any and all Released Defendants’ Claims against Plaintiffs, the Class and Plaintiffs’ Counsel, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. The Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. The Releasing Plaintiff Parties and Released Persons acknowledge that they may hereafter discover facts in addition to or different from those which he, she, it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a) the Releasing Plaintiff Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, - 14 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 17 of 19 EXECUTION COPY upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities, and (b) the Released Persons shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendants’ Claims against the Plaintiffs, the Class and Plaintiffs’ Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Persons shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and is an essential element of the Settlement of which this release is a part. 6. These releases shall be of no force or effect unless and until the Court approves the Stipulation and the Settlement becomes effective on the Effective Date. 7. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any claim or matter released pursuant to this release or any other part or portion thereof. - 15 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 18 of 19 EXECUTION COPY 8. I (We) hereby warrant and represent that I (we) have included information about all of my (our) purchases, acquisitions and sales of ARCP common stock, preferred stock and debt securities during the Class Period and the number of shares of ARCP common and preferred stock held by me (us) at the close of trading on February 27, 2013, October 28, 2014, and January 30, 2015. I (We) declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct and that the Claimant has not previously entered into any settlement agreement or provided a release of claims to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014. - 16 -

Case 1:15-mc-00040-AKH Document 1272-4 Filed 09/30/19 Page 19 of 19 EXECUTION COPY THIS PROOF OF CLAIM AND RELEASE FORM MUST BE SUBMITTED ONLINE OR MAILED NO LATER THAN ____ __, 2020, ADDRESSED AS FOLLOWS: ARCP Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 ARCPS iti Liti ti - 17 -

Case 1:15-mc-00040-AKH Document 1272-5 Filed 09/30/19 Page 1 of 5 EXHIBIT A-3

Case 1:15-mc-00040-AKH Document 1272-5 Filed 09/30/19 Page 2 of 5 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x In re AMERICAN REALTY CAPITAL : Civil Action No. 1:15-mc-00040-AKH PROPERTIES, INC. LITIGATION : : CLASS ACTION : This Document Relates To: : : ALL ACTIONS. : x SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION EXHIBIT A-3

Case 1:15-mc-00040-AKH Document 1272-5 Filed 09/30/19 Page 3 of 5 EXECUTION COPY TO: ALL PERSONS AND ENTITIES THAT PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK, PREFERRED STOCK, OR DEBT SECURITIES OF AMERICAN REALTY CAPITAL PROPERTIES, INC. (“ARCP”, NOW KNOWN AS VEREIT, INC.) OR ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (NOW KNOWN AS VEREIT OPERATING PARTNERSHIP, L.P.) (“ARCP SECURITIES”) DURING THE PERIOD BETWEEN FEBRUARY 28, 2013 AND OCTOBER 29, 2014 (THE “CLASS PERIOD”) THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOU ARE HEREBY NOTIFIED that a hearing will be held on ____________, 2020, at __:__ _.m., before the Honorable Alvin K. Hellerstein at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007, to determine whether: (1) the proposed settlement (the “Settlement”) of the above-captioned action as set forth in the Stipulation of Settlement (“Stipulation”)1 for $1,025,000,000.00 in cash should be approved by the Court as fair, reasonable and adequate; (2) the Judgment as provided under the Stipulation should be entered dismissing the Litigation with prejudice; (3) to award Lead Counsel attorneys’ fees and costs, charges and expenses out of the Settlement Fund (as defined in the Notice of Proposed Settlement of Class Action (“Notice”), which is discussed below) and, if so, in what amount; (4) to pay Plaintiffs for their costs and expenses in representing the Class out of the Settlement Fund and, if so, in what amount; and (5) the Plan of Allocation should be approved by the Court as fair, reasonable and adequate. 1 The Stipulation can be viewed and/or obtained at www.ARCPSecuritiesLitigation.com. Capitalized terms not otherwise defined herein have the meaning given to them in the Stipulation. - 1 -

Case 1:15-mc-00040-AKH Document 1272-5 Filed 09/30/19 Page 4 of 5 EXECUTION COPY IF YOU PURCHASED OR ACQUIRED ARCP SECURITIES BETWEEN FEBRUARY 28, 2013 AND OCTOBER 29, 2014, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS LITIGATION. To share in the distribution of the Settlement Fund, you must establish your rights by submitting a Proof of Claim and Release form by mail (postmarked no later than ___________, 2020) or electronically (no later than _________, 2020). Your failure to submit your Proof of Claim and Release by ______, 2020, will subject your claim to rejection and preclude your receiving any of the recovery in connection with the Settlement of this Litigation. If you are a Member of the Class and did not timely and validly request exclusion therefrom in accordance with the requirements set forth by the Court in connection with the Notice of Pendency of Class Action, you will be bound by the Settlement and any judgment and release entered in the Litigation, including, but not limited to, the Judgment, whether or not you submit a Proof of Claim and Release. If you have not received a copy of the Notice, which more completely describes the Settlement and your rights thereunder (including your right to object to the Settlement), and a Proof of Claim and Release, you may obtain these documents, as well as a copy of the Stipulation and other settlement documents, online at www.ARCPSecuritiesLitigation.com, or by writing to: ARCP Securities Litigation c/o Gilardi & Co. LLC P.O. Box 43434 Providence, RI 02940-3434 Inquiries should NOT be directed to Defendants, the Court, or the Clerk of the Court. Inquiries, other than requests for the Notice or for a Proof of Claim and Release, may be made to a representative of Lead Counsel: - 2 -

Case 1:15-mc-00040-AKH Document 1272-5 Filed 09/30/19 Page 5 of 5 EXECUTION COPY ROBBINS GELLER RUDMAN & DOWD LLP Rick Nelson c/o Shareholder Relations 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 800/449-4900 IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGHT TO OBJECT TO THE SETTLEMENT, THE PLAN OF ALLOCATION, THE REQUEST BY LEAD COUNSEL FOR AN AWARD OF ATTORNEYS’ FEES AND EXPENSES AND/OR THE AWARDS TO PLAINTIFFS PURSUANT TO 15 U.S.C. §77z-1(a)(4) and/or 15 U.S.C. §78u-4(a)(4) IN CONNECTION WITH THEIR REPRESENTATION OF THE CLASS. ANY OBJECTIONS MUST BE FILED WITH THE COURT AND SENT TO LEAD COUNSEL AND ARCP’S COUNSEL BY _____________, 20__, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE. DATED: _____________________ ________________________________ BY ORDER OF THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK - 3 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 1 of 12 EXHIBIT B

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 2 of 12 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x In re AMERICAN REALTY CAPITAL : Civil Action No. 1:15-mc-00040-AKH PROPERTIES, INC. LITIGATION : : CLASS ACTION : This Document Relates To: : : ALL ACTIONS. : x [PROPOSED] ORDER AND FINAL JUDGMENT EXHIBIT B 42350.00200

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 3 of 12 EXECUTION COPY On the ____ day of ________, 2020, a hearing having been held before this Court to determine: (1) whether the terms and conditions of the Stipulation of Settlement dated September 30, 2019 (the “Stipulation”) are fair, reasonable and adequate for the settlement of all claims asserted by the Class against the Defendants in the complaint now pending in this Court in the above captioned action (the “Litigation”), including the release of the Released Persons, and should be approved; (2) whether judgment should be entered dismissing the Complaint on the merits and with prejudice in favor of the Defendants herein and as against all persons or entities who are Members of the Class herein who have not timely and validly requested exclusion therefrom; (3) whether to approve the Plan of Allocation as a fair and reasonable method to allocate the settlement proceeds among the Members of the Class; (4) whether and in what amount to award Lead Counsel fees and costs, charges and expenses; and (5) whether and in what amount to award Plaintiffs for their costs and expenses in representing the Class; the Court having considered all matters submitted to it at the hearing and otherwise; it appearing that a notice of the hearing substantially in the form approved by the Court was provided to all individuals and entities, reasonably identifiable, who purchased or otherwise acquired ARCP Securities between February 28, 2013 and October 29, 2014, as shown by the records compiled by the Claims Administrator in connection with its providing of the Notice, at the respective addresses set forth in such records, and that a summary notice of the hearing substantially in the form approved by the Court was published pursuant to the Order Granting Preliminarily Approval Pursuant to Fed. R. Civ. P. 23(e)(1) and Permitting Notice to the Class as set forth in the Declaration of ______________, and the Supplemental Declaration of _____________; the Court having considered and determined the fairness and reasonableness of the award of attorneys’ fees and costs, charges and expenses - 1 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 4 of 12 EXECUTION COPY requested by Lead Counsel and the request for Plaintiffs’ costs and expenses; and all capitalized terms not otherwise defined herein having the meanings set forth and defined in the Stipulation. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. This Judgment incorporates by reference the definitions in the Stipulation, and all terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise set forth herein. 2. The Court has jurisdiction over the subject matter of this Litigation, the Lead Plaintiff, all Class Members, and Defendants. 3. Excluded from the Class is any Class Member that validly and timely requested exclusion, which Class Members are identified in Exhibit A hereto. Also excluded from the Class is any person or entity that entered into a settlement agreement or otherwise provided a release to any Defendant relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014, which persons and entities (to the extent known to VEREIT) are identified in Exhibit B which shall be filed with the Court either publicly or under seal depending upon the determination of the treatment by the Court in connection with the Settlement approval process. 4. Notice of the pendency of this Litigation and the proposed Settlement was given to all Class Members who could be identified with reasonable effort. The form and method of notifying the Class of the pendency of the Litigation and the terms and conditions of the proposed Settlement met the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), due process, and any other applicable law, constituted the best notice practicable under the circumstances, and constituted due and sufficient notice to all individuals and entities entitled thereto. - 2 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 5 of 12 EXECUTION COPY 5. Pursuant to Federal Rule of Civil Procedure 23(e)(2), the Court hereby approves the Settlement set forth in the Stipulation and finds that in light of the benefits to the Class, the complexity and expense of further litigation, and the costs of continued litigation, the Settlement is, in all respects, fair, reasonable, and adequate having considered and found that: (a) Lead Plaintiff and Lead Counsel have adequately represented the Class; (b) the proposal was negotiated at arm’s length; (c) the relief provided for the Class is adequate, having taken into account (i) the costs, risks, and delay of trial and appeal; (ii) the effectiveness of any proposed method of distributing relief to the Class, including the method of processing Class Members’ claims; (iii) the terms of any proposed award of attorneys’ fees, including timing of payment; and (iv) any agreement required to be identified under Rule 23(e)(2); and (d) the proposed Plan of Allocation treats Class Members equitably relative to each other. 6. Accordingly, the Court authorizes and directs implementation and performance of all the terms and provisions of the Stipulation, as well as the terms and provisions hereof. Except as to any individual claim of those Persons (identified in Exhibit A attached hereto) who have validly and timely requested exclusion from the Class, the Court hereby dismisses all Released Claims of the Class, as against the Released Persons, with prejudice. The Settling Parties are to bear their own costs, except as to and to the extent provided in the Stipulation and herein. 7. The releases as set forth in ¶¶4.1-4.6 of the Stipulation (the “Releases”), together with the definitions contained in ¶¶1.1-1.42 relating thereto, are expressly incorporated herein in all respects. The Releases are effective as of the Effective Date. 8. Upon the Effective Date, each of the Releasing Plaintiff Parties will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative - 3 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 6 of 12 EXECUTION COPY forum, asserting the Released Claims against any of the Released Persons. Claims to enforce the terms of the Stipulation are not released. 9. Upon the Effective Date, Lead Plaintiff shall, and each and every Releasing Plaintiff Party shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever waived, released, relinquished, discharged and dismissed each and every one of the Released Claims (including Unknown Claims) against each and every one of the Released Persons and shall forever be barred and enjoined from commencing, instituting, prosecuting, or maintaining any and all of the Released Claims against any and all of the Released Persons, whether or not such Releasing Plaintiff Party executes and delivers the Proof of Claim and Release or shares in the Net Settlement Fund. Lead Plaintiff and each Releasing Plaintiff Party are bound by this Judgment, including, without limitation, the release of claims as set forth in the Stipulation. The Released Claims are hereby compromised, settled, released, discharged, and dismissed as against the Released Persons on the merits and with prejudice by virtue of the proceedings herein and this Order and Final Judgment. Claims to enforce the terms of the Settlement are not released. 10. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiffs, the Class and Plaintiffs’ Counsel from all Released Defendants’ Claims (including Unknown Claims). Claims to enforce the terms of the Stipulation are not released. 11. In the event that the Settlement becomes Final, and approval of the Derivative Settlement is reversed or vacated on appeal, each of the contributions into the Settlement Fund listed in ¶2.2 (i-iv) of the Stipulation shall be deemed to have been made solely by and wholly attributable to VEREIT and, in such event, VEREIT shall retain the right to pursue against such contributing parties listed in ¶2.2 (i-iv) of the Stipulation any contribution or similar claims relating - 4 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 7 of 12 EXECUTION COPY to the contributions to the Settlement Fund, provided, however, that VEREIT shall not be permitted to pursue any claim for prior advancement or indemnification of attorney’s fees or other expenses incurred in connection with the Litigation or any other proceeding other than the Derivative Action. 12. Upon the Effective Date, to the fullest extent permitted by law, (i) all Persons shall be permanently enjoined, barred and restrained from commencing, instituting, prosecuting, or maintaining any claims, actions, or causes of action for contribution, indemnity or otherwise against any of the Released Persons seeking as damages or otherwise the recovery of all or part of any liability, judgment or settlement which they pay or are obligated to pay or agree to pay to the Releasing Plaintiff Parties arising out of, relating to or concerning any acts, facts, statements or omissions that were or could have been alleged in the Litigation, both known and Unknown Claims, whether arising under state, federal or foreign law, as claims, cross-claims, counterclaims, third-party claims or otherwise, in the Court or any other federal, state, or foreign court, or in any arbitration proceeding, administrative agency proceeding, tribunal, or any other proceeding or forum; and (ii) all Released Persons shall be permanently enjoined, barred and restrained from commencing, instituting, prosecuting, or maintaining any claims, actions, or causes of action for contribution, indemnity or otherwise against any Persons seeking as damages or otherwise the recovery of all or any part of any liability, judgment or settlement which they pay or are obligated to pay or agree to pay to the Releasing Plaintiff Parties arising out of, relating to, or concerning any acts, facts, statements or omissions that were or could have been alleged in the Litigation, both known and Unknown Claims, whether arising under state, federal or foreign law, as claims, cross- claims, counterclaims, third-party claims or otherwise, in the Court or any other federal, state, or foreign court, or in any arbitration proceeding, administrative agency proceeding, tribunal, or any - 5 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 8 of 12 EXECUTION COPY other proceeding or forum; provided that clauses (i) and (ii) of this Paragraph shall not be construed to modify, amend, or supersede any agreements between or among the Released Persons with respect to claims between or among those Released Persons, including but not limited to the Supplementary Agreements as defined in the stipulation submitted to the Court in connection with the Derivative Settlement. 13. Defendants have denied, and continue to deny, any and all allegations and claims asserted in the Litigation, and Defendants have represented that they entered into the Settlement because it would be beneficial to avoid the burden, inconvenience, and expense associated with continuing the Litigation and the uncertainty and risks inherent in any litigation. Neither this Order and Final Judgment, the Stipulation, nor any of their respective terms and provisions, nor any of the negotiations, discussions, or proceedings connected with them, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement, nor any of the documents or statements referred to therein, nor any payment or consideration provided for therein, shall be: (a) offered or received against any of the Released Persons as evidence of, or construed as evidence of, any presumption, concession, or admission by any of the Released Persons with respect to the truth of any of the allegations in the Litigation or the validity of any claim that has been or could have been asserted against any of the Released Persons in the Litigation or in any other litigation, action, or proceeding, whether civil, criminal, or administrative, in any court, administrative agency, or other tribunal, or the deficiency of any defense that has been or could have been asserted in the Litigation or in any other litigation, action, or proceeding, whether civil, criminal, or administrative in any court, administrative agency, or - 6 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 9 of 12 EXECUTION COPY other tribunal, or of any liability, negligence, fault, or other wrongdoing of any kind by any of the Released Persons; (b) offered or received against any of the Released Persons as evidence of, or construed as evidence of, any presumption, concession, or admission of any fault, misrepresentation, or omission with respect to any statement or written document approved or made by any of the Released Persons, or against Lead Plaintiff or any Member of the Class as evidence of, or construed as evidence of, any infirmity of the claims alleged by Lead Plaintiff; (c) offered or received against the Released Persons, Lead Plaintiff, or any Member of the Class as evidence of, or construed as evidence of, any presumption, concession, or admission by any of the Released Persons, Lead Plaintiff, or any Member of the Class with respect to any liability, negligence, fault, or wrongdoing as against any of the Released Persons, Lead Plaintiff, or any Member of the Class in any other litigation, action, or proceeding, whether civil, criminal, or administrative, in any court, administrative agency, or other tribunal, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation or this Order and Final Judgment; provided, however, that the Released Persons, Lead Plaintiff, and any Member of the Class may refer to them to effectuate the liability protection granted them hereunder; (d) offered or received against any of the Released Persons as evidence of, or construed as evidence of, any presumption, concession, or admission by any of the Released Persons that the Settlement Amount represents the amount which could or would have been recovered after trial; or (e) offered or received against Lead Plaintiff or any Member of the Class as evidence of, or construed as evidence of, any presumption, concession, or admission by Lead Plaintiff or any Member of the Class that any of their claims are without merit, or that any defenses - 7 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 10 of 12 EXECUTION COPY asserted by the Defendants in the Litigation have any merit, or that damages recoverable in the Litigation would not have exceeded the Settlement Fund. 14. The Released Persons may file the Stipulation and/or this Judgment in any action in order to support a defense, claim, or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 15. The Court finds that certain Defendants have satisfied their financial obligations under the Stipulation by paying or causing to be paid $1,025,000,000.00 plus any accrued interest from October 15, 2019 until deposited with the Escrow Agent to the Settlement Fund, in accordance with ¶¶2.2(i-iv) of the Stipulation. 16. The Court finds and concludes that the Lead Plaintiff, Plaintiffs’ Counsel, Defendants and Defendants’ Counsel have complied with each requirement of Rule 11(b) of the Federal Rules of Civil Procedure as to any complaint, responsive pleading, dispositive motion, or other filing. 17. Any Plan of Allocation submitted by Lead Counsel or any order entered regarding any attorneys’ fee and expense application or awards to Plaintiffs shall in no way disturb or affect this Judgment and shall be considered separate from this Judgment. Separate orders shall be entered regarding approval of a plan of allocation and Lead Counsel’s application for an award of attorneys’ fees and expenses, and awards to Plaintiffs. 18. The Settling Parties are hereby authorized, without further approval of the Court, to unanimously agree to and adopt in writing amendments, modifications, and expansions of the Stipulation, provided that such amendments, modifications, and expansions of the Stipulation are - 8 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 11 of 12 EXECUTION COPY not materially inconsistent with this Judgment, and do not materially limit the rights of the Members of the Class under the Stipulation. 19. Any appeal or any challenge affecting the approval of (a) the Plan of Allocation submitted by Lead Counsel and/or (b) this Court’s approval regarding any attorneys’ fee and expense applications, including any awards to Plaintiffs, shall in no way disturb or affect the finality of the other provisions of this Order and Final Judgment nor the Effective Date of the Settlement. 20. Without affecting the finality of this Judgment in any way, jurisdiction is hereby retained over Defendants, Plaintiffs and Class Members for all matters relating to the administration, interpretation, effectuation or enforcement of the Stipulation and this Order and Final Judgment, including administering and distributing the settlement proceeds to the Members of the Class. 21. In the event that the Effective Date does not occur in accordance with the terms of the Stipulation, or is terminated pursuant to ¶2.17 of the Stipulation, ¶¶7.4, 7.5 and 7.6 of the Stipulation shall apply and this Order and Final Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated and may not be introduced as evidence or reflected in any action or proceeding by any person or entity, and each party shall be restored to his, her or its respective position as it existed prior to August 21, 2019. 22. Without further order of the Court, the parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation. 23. Defendants have provided notification to all appropriate federal and state officials regarding the Settlement as required by 28 U.S.C. §1715. - 9 -

Case 1:15-mc-00040-AKH Document 1272-6 Filed 09/30/19 Page 12 of 12 EXECUTION COPY 24. This Litigation and all Released Claims are dismissed with prejudice. The parties are to bear their own costs, except as otherwise agreed to in writing by the Settling Parties or as otherwise provided in the Stipulation or this Order and Final Judgment. 25. There is no just reason for delay in the entry of this Order and Final Judgment and immediate entry by the Clerk of the Court is expressly directed. DATED: ____________________ THE HONORABLE ALVIN K. HELLERSTEIN UNITED STATES DISTRICT JUDGE - 10 -

Exhibit 10.2 Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 2 of 136 EXECUTION COPY UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOANNE WITCHKO, Derivatively on Behalf of Nominal Defendant AMERICAN REALTY Lead Case No. 1:15-cv-06043-AKH CAPITAL PROPERTIES, INC., (Consolidated with Case No. Plaintiff, 1:15-cv-08563-AKH) v. NICHOLAS S. SCHORSCH, et al., Defendants, -and- AMERICAN REALTY CAPITAL PROPERTIES, INC., Nominal Defendant. STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement dated September 27, 2019 (the “Stipulation”) is made and entered into by and among the following Settling Parties (as defined herein), each by and through their respective counsel: (i) plaintiffs to the above-captioned consolidated stockholder derivative action (the “Action”), Joanne Witchko (“Witchko”), Edward Froehner, and Jeffrey Turner as trustee for Michele Graham Turner 1995 Revocable Trust (together, “Plaintiffs”), each acting derivatively on behalf of American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) (“VEREIT” or the “Company”); (ii) defendants Nicholas S. Schorsch (“Schorsch”); Brian S. Block (“Block”); David Kay; Lisa P. McAlister (“McAlister”); Scott J. Bowman; Peter M. Budko; Brian D. Jones; William M. Kahane (“Kahane”); Edward M. Weil (“Weil”); Lisa Beeson; Scott P. Sealy Sr.; Thomas A. Andruskevich; Leslie D. Michelson; Edward 142350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 3 of 136 EXECUTION COPY G. Rendell; William G. Stanley; Bruce D. Frank; Grant Thornton LLP (“GT”); AR Capital, LLC; and ARC Properties Advisors, LLC (collectively, the “Non-VEREIT Settling Defendants”); and (iii) nominal defendant VEREIT (together with the Non-VEREIT Settling Defendants, “Defendants”). This Stipulation, subject to the approval of the United States District Court for the Southern District of New York (the “Court”), is intended by the Settling Parties to fully, finally, and forever compromise, resolve, discharge, and settle the Released Claims, the Defendant Parties’ Released Claims, and the NVSD Released Claims (each as defined herein) and to result in the complete dismissal of the Action with prejudice, upon the terms and subject to the conditions set forth herein, and without any admission or concession as to the merits of any of the Settling Parties’ claims or defenses. I. INTRODUCTION A. Background of the Action VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the United States. Plaintiffs have alleged or believe that they have grounds to allege that the Non-VEREIT Settling Defendants breached their fiduciary duties or other obligations or duties owed to VEREIT. On November 17, 2014, plaintiff Witchko served a litigation demand pursuant to Maryland law on the Board of Directors of VEREIT (the “Board”) asking the Board to investigate alleged wrongdoing by certain of the Non-VEREIT Settling Defendants and sue the alleged wrongdoers for violation of their fiduciary duties under Maryland law. On June 18, 2015, the Board refused the demand. On July 31, 2015, plaintiff Witchko, derivatively on behalf of VEREIT, filed a verified stockholder derivative complaint in the Court, initiating the Action. 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 4 of 136 EXECUTION COPY On October 30, 2015, plaintiffs Thomas Serafin, Michele Graham Turner 1995 Revocable Trust, Jeffrey Turner as Trustee, and Edward L. Froehner, derivatively on behalf of VEREIT, filed a verified stockholder derivative complaint in the Court, initiating the action captioned Serafin, et al. v. Schorsch, et al., No. 1:15-cv-08563 (the “Serafin Action”). On December 15, 2015, the Court entered an order consolidating the Action and the Serafin Action for all purposes and appointing Harwood Feffer LLP, now Glancy Prongay & Murray LLP, to lead the litigation of the Derivative Action on behalf of the Plaintiffs. On January 5, 2016, Plaintiffs designated the complaint in the Action as the operative complaint. On February 12, 2016, VEREIT and certain of the Non-VEREIT Settling Defendants filed a motion to dismiss the Action pursuant to Fed. R. Civ. P. 23.1 for failure to sufficiently allege improper refusal of demand, and under Fed. R. Civ. P. 12(b)(6) for failure to state a claim. On March 15, 2016, Plaintiffs filed a memorandum of law in opposition to the motion to dismiss. On April 5, 2016, VEREIT and certain of the Non-VEREIT Settling Defendants filed a reply memorandum of law in further support of their motion to dismiss the Action. On June 2, 2016, the Court held oral argument on the motion to dismiss. On June 9, 2016, the Court entered an order denying the motion to dismiss pursuant to Fed. R. Civ. P. 23.1 because the operative complaint sufficiently alleged that plaintiff Witchko’s demand had been improperly denied, and granting with leave to amend the motion to dismiss pursuant to Rule 12(b)(6) because the operative complaint failed to state certain claims. On June 30, 2016, Plaintiffs, derivatively on behalf of VEREIT, filed an amended verified stockholder derivative complaint in the Court (the “Amended Complaint”). 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 5 of 136 EXECUTION COPY On July 11, 2016 and July 25, 2016, Kahane, Weil, Schorsch, Block, and McAlister filed notices of interlocutory appeal of the Court’s order granting in part and denying in part the motion to dismiss (the “Appeals”). On July 20, 2016, Plaintiffs moved to dismiss the Appeals for lack of appellate jurisdiction. On July 22, 2016, VEREIT and certain of the Non-VEREIT Settling Defendants filed answers to the Amended Complaint. On August 1, 2016, Kahane and Weil filed their opposition to Plaintiffs’ motion to dismiss the Appeals for lack of appellate jurisdiction. On August 8, 2016, Plaintiffs filed their replies in further support of their motion to dismiss the Appeals. On August 11, 2016, in the Appeals, Kahane and Weil filed a motion for leave to file a sur- reply or, in the alternative, strike, and sur-reply to Plaintiffs’ motion to dismiss. On August 12, 2016, in the Appeals, Plaintiffs filed an opposition to Kahane and Weil’s motion for leave to file the sur-reply or strike. On September 1, 2016, VEREIT filed a motion to stay the Action. On September 8, 2016, the Court entered an order denying VEREIT’s motion to stay the Action. On September 16, 2016, document discovery commenced in the Action, the consolidated class actions pending before the Court, captioned In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc-00040-AKH (S.D.N.Y.) (the “Class Action”), and the then- pending Direct Actions (defined herein) arising from substantially the same facts (together, the “Coordinated Actions”). Discovery in the Action was thereafter coordinated for all purposes with discovery in the Class Action. 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 6 of 136 EXECUTION COPY During document discovery, over seventy parties and non-parties, including each of the Non-VEREIT Settling Defendants, cumulatively produced more than 846,000 documents totaling several million pages. On November 15, 2016, the United States Court of Appeals for the Second Circuit entered an order dismissing the Appeals for lack of jurisdiction. On January 20, 2017, the office of the U.S. Attorney for the Southern District of New York (the “Government”) moved to stay the Action and the Coordinated Actions until the conclusion of Block’s criminal trial, scheduled for the summer of 2017. On January 25, 2017, the Court denied the Government’s stay motion. On May 11, 2017, the Government renewed its motion for a partial stay of discovery until completion of Block’s criminal trial. On May 15, 2017, the Court again denied the Government’s request for a partial stay of discovery. On May 31, 2017, document discovery in the Action and the then-pending Coordinated Actions concluded. On January 22, 2018, fact witness depositions in the Action and the then-pending Coordinated Actions commenced. Between January 22, 2018 and December 18, 2018, Plaintiffs’ Counsel attended thirty-four fact depositions of witnesses, including each individual Non-VEREIT Settling Defendant, ex- VEREIT employees, former VEREIT directors, former VEREIT officers, current and former employees of Grant Thornton, and third parties. During the depositions, Plaintiffs’ Counsel conducted non-duplicative examinations of thirty-one of the deponents regarding related-party 5

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 7 of 136 EXECUTION COPY transactions, executive compensation payments, and corporate governance allegations at issue in the Action. On February 8, 2019, Plaintiffs filed motions for summary judgment against Block and McAlister. The same day, several of the Non-VEREIT Settling Defendants filed summary judgment motions against Plaintiffs. On March 15, 2019, the parties filed their oppositions to the motions for summary judgment. On April 5, 2019, the parties filed replies in support of their motions for summary judgment. On May 10, 2019, the Court entered an order denying the motions for summary judgment in the Action without prejudice to renewal. B. Settlement Negotiations In March 2017, certain of the parties conducted a mediation session with the Honorable Layn R. Phillips, United States District Judge (Ret.), an experienced mediator of complex disputes. In advance of the mediation session, Plaintiffs retained a forensic accounting expert who prepared a report on damages in the derivative action. Plaintiffs state that, based in part on the expert’s report, Plaintiffs submitted a confidential mediation statement to Judge Phillips. The first mediation session failed to produce a settlement, although the parties expended significant time and effort preparing for and attending the two-day mediation. On July 16, 2019, Plaintiffs’ Counsel met with VEREIT’s Chief Executive Officer, General Counsel, and VEREIT’s counsel. Plaintiffs’ Counsel made a detailed presentation regarding the claims alleged in the Action and Plaintiffs’ calculation of damages. During the meeting, Plaintiffs’ 6

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 8 of 136 EXECUTION COPY Counsel answered questions from VEREIT’s Chief Executive Officer, General Counsel, and VEREIT’s counsel regarding particular theories of harm and the calculation of damages. On August 15, 2019, Plaintiffs’ Counsel, VEREIT’s counsel, certain of the Non-VEREIT Settling Defendants’ counsel, and counsel for the lead plaintiff in the Class Action held a mediation session with Judge Phillips at the office of VEREIT’s counsel. Certain of the Settling Parties thereafter engaged in further extensive negotiations that included numerous email exchanges and telephonic conferences. On August 19, 2019, the Plaintiffs met for a second time with VEREIT’s Chief Executive Officer, General Counsel, and VEREIT’s counsel. Over the following weeks, the parties engaged in extensive, arm’s-length negotiations regarding the terms of a potential resolution of the Action. On September 8, 2019, the Settling Parties signed and entered into a binding Memorandum of Understanding setting forth certain key terms of the Settlement. II. PLAINTIFFS’ CLAIMS AND STATEMENT OF SETTLEMENT BENEFITS Plaintiffs believe that the Released Claims have substantial merit. Nonetheless, Plaintiffs acknowledge the expense and delay of continued proceedings necessary to prosecute the claims through trial and appeal. Plaintiffs have also considered the uncertain outcome inherent in any litigation, especially complex actions such as the Action, as well as the delay and difficulties of such litigation. Plaintiffs were also mindful of the onerous burdens of proof under, and possible defenses to, the claims asserted. Based upon (i) investigation into and evaluation of the facts and laws relating to the claims released herein and alleged in the Derivative Actions, (ii) factual information to which Plaintiffs and Plaintiffs’ Counsel had access prior to the execution of this Stipulation, (iii) the contribution of two hundred eighty six million five hundred thousand dollars ($286,500,000) by the Non- 7

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 9 of 136 EXECUTION COPY VEREIT Settling Defendants as part of the global settlement of the claims in the Derivative Actions and the Class Action, (iv) the Supplementary Agreements that preserve VEREIT’s control over the settlement contributions by the Non-VEREIT Settling Defendants even if the Settlement is overturned on appeal, (v) investigations, document review and depositions conducted during the pendency of the Action, (vi) admissions made by and judgments obtained against certain of the Non-VEREIT Settling Defendants, (vii) legal analysis and briefing submitted by Plaintiffs and subsequent orders entered by the Court, (viii) advice provided by the Plaintiffs’ various consultants and experts, including forensic accountants and individuals with expertise in corporate governance issues, (ix) mediation sessions with Judge Phillips, and (x) Plaintiffs’ and Plaintiffs’ Counsel’s determination (subject to the final approval by the Court) that the terms of the proposed Settlement as set out in this Stipulation are fair, reasonable and adequate and in the best interests of VEREIT and Current VEREIT Stockholders, Plaintiffs have agreed to settle the Derivative Actions (as defined herein) and to release the Released Claims pursuant to the terms of this Stipulation. III. THE BENEFIT OF SETTLEMENT TO VEREIT VEREIT has determined that the Settlement confers substantial benefits upon VEREIT and Current VEREIT Stockholders because, for among other reasons, the Settlement reduces the amount VEREIT is paying to settle the Class Action which in fact made the Settlement possible, eliminates the risk of adverse judgments at trial, puts an end to timing uncertainties, and removes the burdens and costs of the Derivative Actions and the Class Action. VEREIT’s alleged and/or potential claims against the AR Capital Parties (as defined herein), Block and GT that were the subject of the Derivative Actions, and the defenses that could be asserted with respect to such claims, as well as the potential counterclaims that could be brought against VEREIT by, in particular, GT, were a central issue in the negotiations over the amounts that the AR Capital Parties, Block and GT would contribute to the global settlement of the claims 8

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 10 of 136 EXECUTION COPY that have been asserted or could have been asserted in the Derivative Actions and the Class Action. VEREIT believes the claims being pursued in the Derivative Actions had significant value to VEREIT and that those claims were a substantial factor behind the willingness of the AR Capital Parties, Block and GT to make the settlement payments that they agreed to make. The AR Capital Parties, Block and GT made clear throughout the settlement negotiations that but for resolution of VEREIT’s claims at issue in the Derivative Actions, they would not agree to any contribution to the Class Settlement (as defined herein), and that GT would not agree to provide VEREIT with a release as to counterclaims GT intended to assert against VEREIT in the Derivative Actions. Without those contributions, VEREIT would have been required to make a substantially larger payment to settle the Class Action, and may not, in fact, have been able to reach resolution. In addition, without the release from GT, VEREIT would continue to bear litigation risk, which VEREIT sought to finally and fully resolve through the global settlement. Consistent with the foregoing, VEREIT believes that the claims at issue in the Derivative Actions played a significant role in securing the settlement contributions from the AR Capital Parties, Block and GT, as well as the releases, which VEREIT believes are in the best interest of VEREIT. As to the Non-VEREIT Settling Defendants other than the AR Capital Parties, Block and GT, VEREIT determined that the Settlement confers substantial benefits upon VEREIT and Current VEREIT Stockholders because of the substantial cost of continued litigation and trial, the risks associated with the outcome of a trial and appeal, and the risk of uncollectable judgments in the event of a judgment favorable to VEREIT. IV. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY The Non-VEREIT Settling Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Derivative Actions, and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, to the extent they owed any 9

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 11 of 136 EXECUTION COPY such duties to VEREIT, and other legal obligations, at all times. Further, the Non-VEREIT Settling Defendants have denied expressly, and continue to deny, all allegations of wrongdoing, fault, liability, or damage against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Derivative Actions, and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to VEREIT or its stockholders, or any wrongdoing whatsoever. Had the terms of this Stipulation not been reached, the Non-VEREIT Settling Defendants would have continued to contest vigorously the allegations in the Derivative Actions, and the Non-VEREIT Settling Defendants maintain that they had and have meritorious defenses to all claims alleged or claims that could have been alleged in the Derivative Actions, as well as counterclaims against VEREIT they believe to be meritorious. Without admitting the validity of any of the claims that have been asserted in the Derivative Actions, or any liability with respect thereto, the Non-VEREIT Settling Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth herein. The Non-VEREIT Settling Defendants are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, and expense of further litigation of the Derivative Actions.1 Neither this Stipulation, nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the Settlement: (a) is, may be construed as, or may be used as an admission of, or evidence of, the truth or validity of any of the Released Claims, of any claims or allegations made in the Derivative Actions, or of any purported acts or omissions by the Non-VEREIT Settling Defendants; (b) is, may be construed as, or may be used as an 1 Notwithstanding the foregoing, McAlister, and only McAlister, acknowledges, as she has at other times in the Action, her plea of guilty to certain offenses in United States v. Lisa McAlister, 16-cr-00653 (S.D.N.Y.), and does not intend anything in the foregoing to be inconsistent with her plea. 10

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 12 of 136 EXECUTION COPY admission of, or evidence of, any fault, omission, negligence, or wrongdoing by the Non-VEREIT Settling Defendants, or any concession of liability whatsoever; or (c) is, may be construed as, or may be used as an admission of, or evidence of, a concession by any Non-VEREIT Settling Defendant of any infirmity in the defenses or counterclaims that any Non-VEREIT Settling Defendant asserted or could have asserted in the Derivative Actions or otherwise. V. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT Plaintiffs, derivatively on behalf of VEREIT, the Non-VEREIT Settling Defendants, and nominal defendant VEREIT, by and through their respective counsel or attorneys of record, hereby stipulate and agree that, subject to approval by the Court, in consideration of the benefits flowing to the Settling Parties hereto, the Action and all of the Released Claims shall be fully, finally, and forever compromised, settled, released, discharged, and dismissed with prejudice, upon the terms and subject to the conditions set forth herein as follows: 1. Definitions As used in this Stipulation, the following terms have the meanings specified below. In the event of any inconsistency between any definition set forth below and any definition set forth in any document attached as an exhibit to this Stipulation, the definitions set forth below shall control. 1.1 “Action” means the consolidated stockholder derivative actions captioned as Witchko v. Schorsch, et al., No. 1:15-cv-06043-AKH, currently pending in the United States District Court for the Southern District of New York. 1.2 “Amended Complaint” means the amended verified stockholder derivative complaint filed in the Action on June 30, 2016 by Plaintiff Joanne Witchko, derivatively on behalf of VEREIT. 11

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 13 of 136 EXECUTION COPY 1.3 “Appeals” means the notices of interlocutory appeal of the Court’s order granting in part and denying in part the motion to dismiss filed by Kahane, Weil, Schorsch, Block, and McAlister. 1.4 R C “A apital Parties” means Schorsch, Peter M. Budko, Kahane, Weil, AR Capital, LLC, and ARC Properties Advisors, LLC. 1.5 “AR Capital Parties Settlement, Contribution, and Release Agreement” means the agreement regarding settlement, contribution, and release made and entered into on August 23, 2019, between and among VEREIT; VEREIT Operating Partnership, L.P., formerly known as ARC Properties Operating Partnership, L.P.; Schorsch; Shelley Schorsch; Peter M. Budko; Kahane; Weil; AR Capital, LLC; and ARC Properties Advisors, LLC, attached hereto as Exhibit E. 1.6 “AR Capital Parties Side Letter” means the side agreement entered into on September 8, 2019, between and among VEREIT; Nick S. Schorsch; Shelley Schorsch; Peter M. Budko; Kahane; Weil; AR Capital, LLC; and ARC Properties Advisors, LLC, attached hereto as Exhibit F. 1.7 “Block” means Brian S. Block. 1.8 “Block Side Agreement” means the side agreement entered into between Block and VEREIT on September 7, 2019, attached hereto as Exhibit G. 1.9 “Board” means the Board of Directors of VEREIT. 1.10 “Class Action” means the federal securities class action lawsuit filed in the United States District Court for the Southern District of New York, captioned In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc-00040-AKH. 12

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 14 of 136 EXECUTION COPY 1.11 “Class Settlement” means the settlement of the Class Action pursuant to the terms of a stipulation to be submitted to the Court by the parties in the Class Action contemporaneously herewith. 1.12 “Contribution Claims” means any claims for contribution that VEREIT may have against any of the Non-VEREIT Settling Defendants by virtue of VEREIT’s settlement of the Class Action or settlement with any person or entity that entered into a settlement agreement with or otherwise provided a release to VEREIT relating to or arising from the purchase or other acquisition of ARCP Securities prior to October 29, 2014, including but not limited to settlement of the Direct Actions. For the avoidance of doubt, Contribution Claims do not include any claims for contribution that VEREIT may acquire in the event this Settlement does not become Final, as provided for in the Class Settlement. 1.13 “Coordinated Actions” means, collectively, the Class Action and the Direct Actions. 1.14 “Court” means the United States District Court for the Southern District of New York. 1.15 “Current VEREIT Stockholders” means, for purposes of this Stipulation, any Person (defined below) who owned VEREIT common stock as of the date of the execution of this Stipulation and who continued to hold their VEREIT common stock as of the date of the Settlement Hearing, and any of their legal representatives, heirs, successors, or assigns, excluding the Non- VEREIT Settling Defendants, current and former officers and directors of VEREIT, members of their immediate families, and their legal representatives, heirs, successors, or assigns, and any entity in which the Non-VEREIT Settling Defendants have or had a controlling interest. 13

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 15 of 136 EXECUTION COPY 1.16 “Defendants” means, collectively, the Non-VEREIT Settling Defendants and nominal defendant VEREIT. 1.17 “Defendants’ Counsel” means the respective undersigned counsel for VEREIT and the Non-VEREIT Settling Defendants. 1.18 “Defendant Parties’ Released Claims” means any and all claims, debts, rights, or causes of action or liabilities, including Unknown Claims, that could be asserted in any forum by the Released Persons or the VEREIT Released Persons against Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel that arise out of or relate in any way to the Released Claims or NVSD Released Claims or the institution, prosecution, or settlement of the Derivative Actions. Defendant Parties’ Released Claims shall not include claims to enforce the Settlement; the AR Capital Parties Settlement, Contribution, and Release Agreement; the AR Capital Parties Side Letter; the Block Side Agreement; or the GT Side Agreement. 1.19 “Derivative Actions” means, collectively, the (i) Action; (ii) stockholder derivative action filed in the Circuit Court for Baltimore City, Maryland, captioned Frampton v. Schorsch, et al., No. 24-C-15-006269; (iii) stockholder derivative action filed in the Supreme Court of the State of New York, captioned Fran Kosky Roth IRA v. Schorsch, et al., No. 653093/2016; and (iv) stockholder derivative action filed in the United States District Court for the District of Maryland, captioned Meloche, et al. v. Schorsch, et al., No. 1:16-cv-03366-ELH. 1.20 “Direct Actions” means Archer Capital Master Fund, L.P. et al. v. American Realty Capital Properties, Inc., et al., No. 1:16-cv-05471-AKH (S.D.N.Y.); Atlas Master Fund, Ltd. et al. v. American Realty Capital Properties, Inc., et al., No. 1:16-cv-05475-AKH (S.D.N.Y.); BlackRock ACS US Equity Tracker Fund et al. v. American Realty Capital Properties, Inc., et al., No. 1:15-cv-08464-AKH (S.D.N.Y.); Clearline Capital Partners LP et al. v. American Realty 14

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 16 of 136 EXECUTION COPY Capital Properties, Inc., et al., No. 1:15-cv-08467-AKH (S.D.N.Y.); Cohen & Steers Institutional Realty Shares, Inc. et al. v. American Realty Capital Properties, Inc., et al., No. 1:18-cv-06770- AKH (S.D.N.Y.); Eton Park Fund, L.P. et al. v. American Realty Capital Properties, Inc., et al., No. 1:16-cv-09393-AKH (S.D.N.Y.); Fir Tree Capital Opportunity Master Fund, L.P. et al. v. American Realty Capital Properties, Inc. et al., No. 1:17-cv-04975 (S.D.N.Y.); HG Vora Special Opportunities Master Fund, Ltd. v. American Realty Capital Properties, Inc., et al., No. 1:15-cv- 04107-AKH (S.D.N.Y.); Jet Capital Master Fund, L.P., et al. v. American Realty Capital Properties, Inc., et al., No. 1:15-cv-00307-AKH (S.D.N.Y.); Lakewood Capital Partners, LP v. American Realty Capital Properties, Inc., et al., Index. No. 653676/2019 (N.Y. Sup. Ct.); Pentwater Equity Opportunities Master Fund Ltd. et al. v. American Realty Capital Properties, Inc., et al., No. 1:15-cv-08510-AKH (S.D.N.Y.); PIMCO Funds: PIMCO Diversified Income Fund et al. v. American Realty Capital Properties, Inc., et al., No. 1:15-cv-08466-AKH (S.D.N.Y.); Reliance Standard Life Insurance Company et al. v. American Realty Capital Properties, Inc., et al., No. 1:17-cv-02796-AKH (S.D.N.Y.); Twin Securities, Inc. et al. v. American Realty Capital Properties, Inc., et al., No. 1:15-cv-01291-AKH (S.D.N.Y.); and Vanguard Specialized Funds et al v. VEREIT Incorporated, et al., 2:15-cv-02157-JAS (D. Ariz.). 1.21 “Effective Date” means the first date by which all of the events and conditions specified in ¶ 6.1 herein have been met and have occurred. 1.22 “Fee Award” means the monetary compensation to be paid to Plaintiffs’ Counsel for their attorneys’ fees and expenses, as detailed in ¶¶ 5.1-5.2 of this Stipulation, subject to approval by the Court. 1.23 “Final” means, with respect to any order or Judgment of the Court, that such order or Judgment represents a final and binding determination of all issues within its scope and has not 15

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 17 of 136 EXECUTION COPY been reversed, vacated, or modified in any way and is no longer subject to appellate review, either because of disposition on appeal and conclusion of the appellate process or because of passage, without action, of time for seeking appellate review. Without limitation, an order or Judgment becomes Final when: (a) either no appeal therefrom has been filed and the time has passed for any notice of appeal to be timely filed therefrom; or (b) an appeal has been filed and either (i) the court of appeals has either affirmed the order or Judgment or dismissed that appeal and the time for any reconsideration or further appellate review has passed; or (ii) a higher court has granted further appellate review and that court has either affirmed the underlying order or judgment or affirmed the court of appeals’ decision affirming the Judgment or dismissing the appeal. For purposes of this paragraph, an “appeal” shall include any motion for reconsideration or petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this Settlement. Any appeal or proceeding seeking subsequent judicial review pertaining solely to the Fee Award shall not in any way delay, affect, or preclude the time set forth above for the Judgment to become Final, or otherwise preclude the Judgment from becoming Final. 1.24 “Government” means the office of the U.S. Attorney for the Southern District of New York. 1.25 “GPM” means Glancy Prongay & Murray LLP. 1.26 “GT” means Grant Thornton LLP. 1.27 “GT Side Agreement” means the side agreement entered into between GT and VEREIT on September 9, 2019, attached hereto as Exhibit H. 1.28 “Judgment” means the final order and judgment to be rendered by the Court, substantially in the form attached hereto as Exhibit C. 1.29 “Kahane” means William M. Kahane. 16

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 18 of 136 EXECUTION COPY 1.30 “McAlister” means Lisa P. McAlister. 1.31 “Non-VEREIT Settling Defendants” means, collectively: Nicholas S. Schorsch; Brian S. Block; David Kay; McAlister; Scott J. Bowman; Peter M. Budko; Brian D. Jones; Kahane; Weil; Lisa Beeson; Scott P. Sealy Sr.; Thomas A. Andruskevich; Leslie D. Michelson; Edward G. Rendell; William G. Stanley; Bruce D. Frank; Grant Thornton LLP; AR Capital, LLC; and ARC Properties Advisors, LLC. 1.32 “Notice” means, collectively, the Notice to Current VEREIT Stockholders, substantially in the form attached hereto as Exhibit A-1 (“Long Form Notice”), and the Summary Notice of Proposed Settlement of Stockholder Derivative Action, substantially in the form attached hereto as Exhibit A-2 (“Summary Notice”). 1.33 “NVSD Released Claims” means, collectively, all claims (including Unknown Claims and claims for contribution), demands, debts, losses, damages, duties, rights, disputes, actions, causes of action, liabilities, obligations, judgments, suits, matters, controversies, proceedings, or issues, of any kind, nature, character, or description whatsoever (and including, but not limited to, any claims for damages, whether compensatory, consequential, special, punitive, exemplary, or otherwise, and any and all fees, costs, interest, expenses, or charges), whether known or unknown, at law or in equity, that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or the Class Action, including but not limited to all claims, demands, losses, rights, and causes of action of any nature whatsoever that (i) have been or could have been asserted by the Non-VEREIT Settling Defendants in the Derivative Actions, or (ii) could have been asserted by the Non-VEREIT Settling Defendants against the VEREIT Released Persons or other Non-VEREIT Settling 17

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 19 of 136 EXECUTION COPY Defendants. Notwithstanding the foregoing, “NVSD Released Claims” shall not include (i) any rights that the Non-VEREIT Settling Defendants have or might have to advancement or indemnification, whether under any prior written agreements with VEREIT or under applicable law, for any claims, demands, losses or proceedings that arise out of, are based upon, or relate to in any way the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Class Action or the Derivative Actions, including but not limited to any claims asserted or threatened to be asserted by an investor who elects not to participate in the settlement of the Class Action or is not a member of the settlement class, (ii) Block’s rights to advancement and indemnification by VEREIT of legal fees and expenses incurred by Block for services rendered after September 8, 2019, in connection with the Derivative Actions, the Class Action, and the action caption United States v. Brian Block, 16- cr-00595 (JPO) (S.D.N.Y.), consistent with applicable law and subject to VEREIT’s rights to seek a claw back of such fees and expenses, pursuant to the Block Side Agreement, or (iii) claims to enforce the Settlement, the AR Capital Parties Settlement, Contribution, and Release Agreement, the AR Capital Parties Side Letter, the Block Side Agreement, or the GT Side Agreement. Notwithstanding the foregoing, “NVSD Released Claims” shall include any rights that the AR Capital Parties have or may have to indemnification or advancement for any action that relates predominantly to RCS Capital Corporation, including without limitation, the action captioned RCS Creditor Trust v. Schorsch et al., C.A. No. 2017-0178-SG (Del. Ch.). 1.34 “Person(s)” means an individual, corporation (including all its divisions and subsidiaries thereof), limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any 18

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 20 of 136 EXECUTION COPY political subdivision or agency thereof, and any business or legal entity and all of their respective spouses, heirs, beneficiaries, executors, administrators, predecessors, successors, representatives, or assignees. 1.35 “Plaintiffs” means Joanne Witchko, Edward Froehner, and Jeffrey Turner as trustee for Michele Graham Turner 1995 Revocable Trust. 1.36 “Plaintiffs’ Counsel” means the undersigned counsel for Plaintiffs. 1.37 “Preliminary Approval Order” means the Order to be entered by the Court, substantially in the form of Exhibit B attached hereto, including, inter alia, preliminarily approving the terms and conditions of the Settlement as set forth in this Stipulation, directing that the Notice be provided to Current VEREIT Stockholders, and scheduling a Settlement Hearing to consider whether the Settlement and Fee Award should be finally approved. 1.38 “Related Parties” means each Defendant’s respective present and former parents, subsidiaries, divisions, controlling persons, associates, entities and affiliates and each and all of their respective present and former employees, members, partners, principals, officers, directors, controlling stockholders, agents, attorneys, advisors (including financial or investment advisors), accountants, auditors, consultants, underwriters, investment bankers, commercial bankers, entities providing fairness opinions, general or limited partners or partnerships, limited liability companies, members, joint ventures and insurers and reinsurers of each of them; as well as the predecessors, successors, assigns, estates, immediate family members, spouses, heirs, executors, trusts, trustees, administrators, agents, legal or personal representatives, assigns, and assignees of each of them, in their capacity as such. 1.39 “Released Claims” means, collectively, all claims (including Contribution Claims and Unknown Claims), demands, debts, losses, damages, duties, rights, disputes, actions, causes 19

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 21 of 136 EXECUTION COPY of action, liabilities, obligations, judgments, suits, matters, controversies, proceedings, or issues, of any kind, nature, character, or description whatsoever (and including, but not limited to, any claims for damages, whether compensatory, consequential, special, punitive, exemplary, or otherwise, and any and all fees, costs, interest, expenses, or charges), whether known or unknown, at law or in equity, that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or the Class Action, including but not limited to all claims, demands, losses, rights, and causes of action of any nature whatsoever that (i) have been or could have been asserted in the Derivative Actions, or (ii) could have been asserted by VEREIT. Notwithstanding the foregoing, “Released Claims” shall not include (i) claims brought in the Class Action, (ii) claims to enforce the Settlement, or (iii) VEREIT’s right to seek a claw back of legal fees and expenses incurred by Block after September 8, 2019, consistent with applicable law. 1.40 “Released Person(s)” means, collectively, each and all of the Non-VEREIT Settling Defendants and their Related Parties. 1.41 “Schorsch” means Nicholas S. Schorsch. 1.42 “Secondary Agreement” means the Secondary Agreement dated September 27, 2019, between and among VEREIT and the Non-VEREIT Settling Defendants attached hereto as Exhibit D. 1.43 “Serafin Action” means the stockholder derivative action filed in the United States District Court for the Southern District of New York, captioned Serafin, et al. v. Schorsch, et al., No. 1:15-cv-08563. 1.44 “Settlement” means the settlement of the Action as documented in this Stipulation. 20

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 22 of 136 EXECUTION COPY 1.45 “Settlement Hearing” means a hearing by the Court to review the adequacy, fairness, and reasonableness of the Settlement set forth in this Stipulation and to determine: (i) whether to enter the Judgment; and (ii) all other matters properly before the Court. 1.46 “Settling Parties” means, collectively, each of the Plaintiffs (derivatively on behalf of VEREIT), each of the Non-VEREIT Settling Defendants, and nominal defendant VEREIT. 1.47 “Stipulation” means this Stipulation and Agreement of Settlement. 1.48 “Supplementary Agreements” means, collectively, (i) the AR Capital Parties Settlement, Contribution, and Release Agreement; (ii) the AR Capital Parties Side Letter; (iii) the Block Side Agreement; (iv) the GT Side Agreement; and (v) the Secondary Agreement. 1.49 “Unknown Claims” means any and all claims that were alleged or could have been asserted in the Derivative Actions, including as counterclaims or cross-claims, by the Plaintiffs, VEREIT, the Non-VEREIT Settling Defendants, or any VEREIT stockholder derivatively on behalf of VEREIT, which any Plaintiff, VEREIT, any Non-VEREIT Settling Defendant, or any VEREIT stockholder derivatively on behalf of VEREIT does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons or the VEREIT Released Persons, including claims which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, Plaintiffs, their beneficiaries, Plaintiffs’ Counsel, or the VEREIT Released Persons, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Plaintiffs, VEREIT, and Non-VEREIT Settling Defendants shall expressly waive, and each of VEREIT’s stockholders shall be deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights and benefits of California Civil Code § 1542, which provides: 21

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 23 of 136 EXECUTION COPY A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Plaintiffs, VEREIT, and Non-VEREIT Settling Defendants shall expressly waive, and each of VEREIT’s stockholders shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any U.S. federal law or any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable or equivalent in effect to California Civil Code § 1542. The Settling Parties acknowledge that they may discover facts in addition to or different from those now known or believed to be true by them with respect to the Released Claims, but it is the intention of the Settling Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all of the Released Claims, Defendant Parties’ Released Claims, and NVSD Released Claims, known or unknown, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Plaintiffs, VEREIT, and Non-VEREIT Settling Defendants acknowledge, and VEREIT’s stockholders shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and was a material element of the Settlement. 1.50 “VEREIT” or the “Company” means nominal defendant American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) and includes all of its subsidiaries, predecessors, successors, affiliates, officers, directors, employees, and agents. 1.51 “VEREIT Released Persons” means VEREIT and VEREIT’s parent and subsidiary entities, and each of their respective current and former stockholders, directors, officers, employees, agents, auditors, accountants, attorneys, advisors and underwriters, and the successors and assigns of each of the foregoing persons and entities. 22

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 24 of 136 EXECUTION COPY 1.52 “Weil” means Edward M. Weil. 1.53 “Witchko” means Joanne Witchko. 2. Terms of the Settlement 2.1 The AR Capital Parties have agreed to contribute consideration with a value of two- hundred and twenty-five million dollars ($225,000,000) (inclusive of the value of certain operating partnership units in VEREIT Operating Partnership, L.P., and related dividends previously surrendered by some of the AR Capital Parties as part of a settlement with the Securities and Exchange Commission, which total $31,972,934 in value) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions; Block has agreed to contribute consideration with a value of twelve million, five hundred thousand dollars ($12,500,000) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions; and GT has agreed to contribute forty-nine million dollars ($49,000,000) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions. The Settling Parties agree that the claims in the Derivative Actions, as well as potential counterclaims that could be brought against VEREIT, were a central issue in the negotiations regarding the amounts that the AR Capital Parties, Block, and GT would contribute to the global settlement. Specifically, VEREIT believes the claims being pursued in the Derivative Actions had significant value to VEREIT and that those claims were a substantial factor behind the willingness of the AR Capital Parties, Block and GT to make the settlement payments that they agreed to make. The AR Capital Parties, Block and GT made clear throughout the settlement negotiations that but for resolution of VEREIT’s claims at issue in the Derivative Actions, they would not agree to any contribution to the settlement of the Class Action, and that GT would not agree to provide VEREIT with a release as to counterclaims GT intended to assert against VEREIT in the Derivative Actions. Without those contributions, VEREIT would have been required to make a substantially larger payment to 23

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 25 of 136 EXECUTION COPY settle the Class Action, and may not, in fact, have been able to reach resolution. In addition, without the release from GT, VEREIT would continue to bear litigation risk, which VEREIT sought to finally and fully resolve through the global settlement. Consistent with the foregoing, VEREIT believes that the claims at issue in the Derivative Actions played a significant role in securing the settlement contributions from the AR Capital Parties, Block and GT, as well as the releases, which VEREIT believes are in the best interest of VEREIT and its stockholders. 3. Procedure for Implementing the Settlement 3.1 Promptly after execution of this Stipulation, Plaintiffs shall submit this Stipulation, together with its exhibits, to the Court and apply for entry of the Preliminary Approval Order in the Court, substantially in the form of Exhibit B attached hereto, requesting, inter alia: (i) preliminary approval of the Settlement set forth in this Stipulation; (ii) approval of the method of providing notice of the proposed Settlement to Current VEREIT Stockholders; (iii) approval of the Notice procedure set forth in ¶ 3.2; and (iv) a date for the Settlement Hearing. 3.2 Within ten (10) calendar days after the Court’s entry of the Preliminary Approval Order, VEREIT shall cause a press release to be issued that contains the contents of the Long Form Notice (attached hereto as Exhibit A-1), and referring the Current VEREIT Stockholders to VEREIT’s Investor Relations webpage, located at http://ir.vereit.com/, for more information, as well as file a current report on Form 8-K with the Securities & Exchange Commission referencing such press release. VEREIT’s Investor Relations webpage shall include a link to the aforementioned press release, this Stipulation, and the Preliminary Approval Order. Within ten (10) calendar days after the Court’s entry of the Preliminary Approval Order, VEREIT shall cause the Summary Notice (attached hereto as Exhibit A-2) to be published once in Investor’s Business Daily. The Settling Parties believe the contents of the Notice and the manner of the notice 24

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 26 of 136 EXECUTION COPY procedures set forth in this paragraph constitute adequate and reasonable notice to Current VEREIT Stockholders pursuant to applicable law and due process. 3.3 Plaintiffs’ Counsel shall request that the Court hold the Settlement Hearing to approve the Settlement and the Fee Award after the Court holds a final approval hearing to review the adequacy, fairness, and reasonableness of the Class Settlement, but in no event fewer than forty-five (45) calendar days after the notice described in ¶ 3.2 above is given to Current VEREIT Stockholders. 3.4 Pending the Court’s determination as to final approval of the Settlement, Plaintiffs and Plaintiffs’ Counsel, and all other Persons, including, but not limited to, any Current VEREIT Stockholders, are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action asserting any Released Claims against any of the Released Persons, in any court or tribunal, including but not limited to, any of the Derivative Actions. 3.5 Upon entry of Judgement by the Court, VEREIT shall promptly seek to have dismissed or otherwise terminated, to the extent they have not been already, any Derivative Actions still pending. 4. Releases 4.1 Upon the Effective Date, VEREIT, Plaintiffs, and each of the Current VEREIT Stockholders shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Released Claims against the Released Persons. VEREIT, Plaintiffs, and each of the Current VEREIT Stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue any Released Person with respect to any Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Released Claims against the Released Persons except 25

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 27 of 136 EXECUTION COPY to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. 4.2 Upon the Effective Date, VEREIT and each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of Plaintiffs, their beneficiaries, and Plaintiffs’ Counsel from any and all Defendant Parties’ Released Claims. VEREIT and the Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or any Defendant Parties’ Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Defendant Parties’ Released Claims against Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. 4.3 Upon the Effective Date, the Non-VEREIT Settling Defendants shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the NVSD Released Claims against each respective Non-VEREIT Settling Defendant and the VEREIT Released Persons. The Non-VEREIT Settling Defendants shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue each respective Non-VEREIT Settling Defendant and the VEREIT Released Persons with respect to any NVSD Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the NVSD Released Claims against the VEREIT Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. 26

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 28 of 136 EXECUTION COPY 4.4 Notwithstanding ¶ 4.3, in the event that any Derivative Action other than the Action, or any derivative proceeding filed subsequent to execution of this Stipulation alleging claims that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or the Class Action, is permitted to proceed against any Non-VEREIT Settling Defendant: (i) VEREIT shall not be released from any rights of advancement, indemnification, contribution, or any other rights that such Non-VEREIT Settling Defendant has or may have for any claims, demand or losses (all subject to meeting applicable laws, requirements, and standards) arising out of such derivative proceeding; and (ii) GT shall be entitled to receive from VEREIT indemnification for and advancement of reasonable fees, costs, and expenses incurred or paid by GT in defending such derivative proceeding, and (subject to meeting applicable laws) amounts paid by GT in settlement of or in satisfaction of a judgment rendered in such derivative proceeding. 4.5 Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation. 5. Payment of Plaintiffs’ Counsel’s Fees and Expenses 5.1 Plaintiffs intend to seek payment of a fee in an amount not to exceed twenty-six million dollars ($26,000,000) and expenses through application to the Court. VEREIT reserves its right to object to Plaintiffs’ Counsel’s application for fees and expenses. 5.2 Not later than ten (10) business days following the date on which the Court approves the Fee Award, VEREIT will pay Plaintiffs’ Counsel (through GPM) the amount approved by the Court (in an amount not to exceed twenty-six million dollars ($26,000,000) and expenses). Such monies shall be kept by GPM in a segregated escrow account and not distributed to GPM or anyone else until such time as the Fee Award becomes Final. For the avoidance of 27

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 29 of 136 EXECUTION COPY doubt, only VEREIT is liable for the Fee Award; none of the Non-VEREIT Settling Defendants are liable to the Plaintiffs or any other person for the Fee Award. 5.3 In the event of any failure to obtain final approval of the full amount of the Fee Award, or upon any appeal and/or further proceedings on remand, or successful collateral attack, which results in the Fee Award being overturned or substantially modified, Plaintiffs’ Counsel and their successors shall be obligated to repay within fifteen (15) business days the portion of the Fee Award held in escrow that was ultimately not awarded to Plaintiffs’ Counsel. Plaintiffs’ Counsel is subject to the Court’s jurisdiction for the purposes of enforcing this paragraph and the provisions related to the Fee Award. 5.4 Payment of the Fee Award in the amount approved by the Court shall constitute final and complete payment for Plaintiffs’ Counsel’s attorneys’ fees and expenses that have been incurred or will be incurred in connection with the filing and prosecution of the Action and the resolution of the claims alleged therein. Defendants and Defendants’ Counsel shall have no responsibility for the allocation or distribution of the Fee Award amongst Plaintiffs’ Counsel. Defendants, including VEREIT, shall have no obligation to make any payment to any Plaintiffs’ Counsel other than the payment provided in ¶¶ 5.1-5.2 herein. 5.5 Except as otherwise provided herein, or a separate agreement concerning advancement or indemnification among any Defendants, each of the Settling Parties shall bear his, her, or its own costs and attorneys’ fees. This ¶ 5.5 is not intended to affect the rights of any Non- VEREIT Settling Defendant to indemnification or advancement of costs and attorney’s fees. 6. Conditions of Settlement, Effect of Disapproval, Cancellation, or Termination 6.1 The Effective Date of the Settlement shall be conditioned on the occurrence of all of the following events: (i) the Court’s entry of the Judgment; 28

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 30 of 136 EXECUTION COPY (ii) the Judgment has become Final; (iii) the Court’s approval of a settlement and entry of a judgment in the Class Action; and (iv) the judgment in the Class Action becomes Final. 6.2 If any condition specified in ¶ 6.1 is not met, then the Stipulation shall be canceled and terminated subject to ¶ 6.4, and the Settling Parties shall be restored to their respective positions in the Action as of the date immediately preceding the date of this Stipulation, unless Plaintiffs’ Counsel and Defendants’ Counsel mutually agree in writing to proceed with the Stipulation; provided, however, that the Court’s failure to approve the Fee Award shall not be grounds for termination or cancellation of the Settlement. 6.3 Each of the Settling Parties shall have the right to terminate the Settlement by providing written notice of their election to do so to all other Settling Parties within twenty (20) calendar days of the date on which: (i) the Court refuses to approve this Stipulation, or the terms contained herein, in any material respect; (ii) the Preliminary Approval Order is not entered in substantially the form attached as Exhibit B hereto; (iii) the Judgment is not entered in substantially the form attached as Exhibit C hereto; (iv) the Judgment is reversed, vacated, or substantially modified on appeal, reconsideration, or otherwise; (v) the Court refuses to enter a judgment in the Class Action; (vi) the judgment in the Class Action is reversed, vacated, or substantially modified on appeal, reconsideration, or otherwise; or (vii) the Effective Date of the Settlement cannot otherwise occur; except that such termination shall not be effective unless and until the terminating Settling Party has, within twenty (20) calendar days of the date on which notice of the termination event has been provided to all other Settling Parties, attempted in good faith to confer with the other Settling Parties to attempt to remedy the issue. Any order or proceeding relating to the Fee Award, or any appeal from any order relating thereto or reversal or modification thereof, shall not 29

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 31 of 136 EXECUTION COPY operate to cancel the Stipulation, allow for the termination of the Settlement, or affect or delay the finality of the Judgment approving the Settlement. 6.4 In the event that the Stipulation is not approved by the Court, or the Settlement is terminated for any reason, including pursuant to ¶ 6.3 above, the Settling Parties shall be restored to their respective positions as of the date immediately preceding the date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an admission by any of the Settling Parties of any act, matter, or proposition, and shall not be used in any manner for any purpose in any subsequent proceeding in the Derivative Actions or in any other action or proceeding. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1-1.53, 5.5, 6.2-6.4, 7.2, 7.4-7.16, and 7.18 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Derivative Actions or in any other proceeding for any purpose, and any judgment or orders entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc pro tunc. 7. Miscellaneous Provision 7.1 The Settling Parties: (i) acknowledge that it is their intent to consummate this Stipulation; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of the Stipulation. 7.2 The Settling Parties agree that the terms of the Settlement were negotiated in good faith and at arm’s length by the Settling Parties, and reflect a settlement that was reached voluntarily based upon adequate information and after consultation with competent legal counsel. Except in the event of termination of the Settlement, the Settling Parties agree not to assert under Rule 11 of the Federal Rules of Civil Procedure or any similar law, rule or regulation, that the 30

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 32 of 136 EXECUTION COPY Action was brought or defended in bad faith or without a reasonable basis. The Settling Parties also will request that the Judgment contain a finding that during the course of the Action, the Settling Parties and their respective counsel at all times complied with the requirements of Fed. R. Civ. P. 11 and all other similar rules of professional conduct. 7.3 While maintaining their positions that the claims and defenses asserted in the Derivative Actions are meritorious, Plaintiffs and Plaintiffs’ Counsel, on the one hand, and Defendants and Defendants’ Counsel, on the other hand, shall not make any public statements or statements to the media (whether or not for attribution) that disparage the other’s business, conduct, or reputation, or that of their counsel, based on the subject matter of the Action. Notwithstanding the foregoing, each of the Settling Parties reserves their right to rebut, in a manner that such party determines to be reasonable and appropriate, any contention made in any public forum that the Action was brought or defended in bad faith or without a reasonable basis. 7.4 Whether or not the Settlement is approved by the Court, and whether or not the Settlement is consummated, the fact and terms of this Stipulation, including any exhibits attached hereto, all proceedings in connection with the Settlement, and any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) shall not be offered, received, or used in any way against the Settling Parties as evidence of, or be deemed to be evidence of, a presumption, concession, or admission by any of the Settling Parties with respect to the truth of any fact alleged by Plaintiffs or the validity, or lack thereof, of any claim that has been or could have been asserted in the Derivative Actions or in any litigation, or the deficiency or infirmity of any defense that has been or could have been asserted in the Derivative Actions or in any litigation, or of any fault, wrongdoing, negligence, or liability of any of the Released Persons or the VEREIT Released Persons; 31

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 33 of 136 EXECUTION COPY (b) shall not be offered, received, or used in any way against any of the Released Persons or the VEREIT Released Persons as evidence of, or be deemed to be evidence of, a presumption, concession, or admission of any fault, misrepresentation or omission with respect to any statement or written document approved, issued, or made by any Released Person or any VEREIT Released Person, or against Plaintiffs as evidence of any infirmity in their claims; (c) shall not be offered, received, or used in any way against any of the Released Persons or any of the VEREIT Released Persons as evidence of, or be deemed to be evidence of, a presumption, concession, or admission of any liability, fault, negligence, omission or wrongdoing, or in any way referred to for any other reason as against the Released Persons or the VEREIT Released Persons, in any arbitration proceeding or other civil, criminal, or administrative action or proceeding in any court, administrative agency, or other tribunal. Neither this Stipulation nor the Settlement, nor any act performed or document executed pursuant to or in furtherance of this Stipulation, or the Settlement, shall be admissible in any proceeding for any purpose, except to enforce the terms of the Settlement; provided, however, that the Released Persons and the VEREIT Released Persons may refer to the Settlement, and file the Stipulation and/or the Judgment, in any action that may be brought against them to effectuate the liability protections granted to them hereunder, including, without limitation, to support a defense or claim based on principles of res judicata, collateral estoppel, full faith and credit, release, standing, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or claim under U.S. federal or state law or foreign law. 7.5 The exhibits to the Stipulation are material and integral parts hereof and are fully incorporated herein by this reference. 32

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 34 of 136 EXECUTION COPY 7.6 This Stipulation may be amended or modified only by a written instrument signed by or on behalf of all the Settling Parties or their respective successors-in-interest. After prior notice to the Court, but without further order of the Court, the Settling Parties may agree to reasonable extensions of time to carry out any provisions of this Stipulation. 7.7 With the exception of the Supplementary Agreements, this Stipulation and the exhibits attached hereto represent the complete and final resolution of all disputes among the Settling Parties with respect to the Action, constitute the entire agreement among the Settling Parties, and supersede any and all prior negotiations, discussions, agreements, or undertakings, whether oral or written, with respect to such matters. 7.8 The waiver by one party of any breach of the Settlement by any other party shall not be deemed a waiver of any other prior or subsequent breach of the Settlement. The provisions of the Settlement may not be waived except by a writing signed by the affected party, or counsel for that party. 7.9 The headings in this Stipulation and its exhibits are used for the purpose of convenience only and are not meant to have legal effect. Such headings shall not be considered a part of this Stipulation, and neither shall they limit, modify, or affect in any way the meaning or interpretation of this Stipulation. 7.10 This Stipulation and the Settlement shall be binding upon, and inure to the benefit of, the successors and assigns of the Settling Parties, the Released Persons, and the VEREIT Released Persons. The Settling Parties agree that this Stipulation will run to their respective successors-in-interest, and they further agree that any planned, proposed or actual sale, merger or change-in-control of VEREIT shall not void this Stipulation, and that in the event of a planned, proposed or actual sale, merger or change-in-control of VEREIT, they will continue to seek final 33

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 35 of 136 EXECUTION COPY approval of this Stipulation expeditiously, including, but not limited to, the Settlement terms reflected in this Stipulation and the Fee Award. 7.11 The Stipulation and the exhibits attached hereto shall be considered to have been negotiated, executed, and delivered, and to be wholly performed, in the State of New York and the rights and obligations of the Settling Parties to the Stipulation shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of New York without giving effect to that State’s choice of law principles. No representations, warranties, or inducements have been made to any party concerning the Stipulation or its exhibits other than the representations, warranties, and covenants contained and memorialized in such documents. 7.12 This Stipulation shall not be construed more strictly against one Settling Party than another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of the Settling Parties, it being recognized that it is the result of arm’s-length negotiations among the Settling Parties and all Settling Parties have contributed substantially and materially to the preparation of this Stipulation. 7.13 All agreements made and orders entered during the course of the Derivative Actions relating to the confidentiality of information and documents shall survive this Stipulation. 7.14 Nothing in this Stipulation, or the negotiations or proceedings relating to the Settlement, is intended to or shall be deemed to constitute a waiver of any applicable privilege or immunity, including, without limitation, the attorney-client privilege, the joint defense privilege, the accountants’ privilege, or work product immunity; further, all information and documents transmitted between Plaintiffs’ Counsel and Defendants’ Counsel in connection with the Settlement shall be kept confidential and shall be inadmissible in any proceeding in any U.S. 34

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 36 of 136 EXECUTION COPY federal or state court or other tribunal or otherwise, in accordance with Rule 408 of the Federal Rules of Evidence as if such Rule applied in all respects in any such proceeding or forum. 7.15 The Settling Parties intend that the Court retain jurisdiction for the purpose of effectuating and enforcing the terms of the Settlement. 7.16 Each counsel or other Person executing the Stipulation or its exhibits on behalf of any of the Settling Parties hereby warrants that such Person has the full authority to do so. The Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Settling Parties and their Related Parties. 7.17 Any notice required by this Stipulation shall be submitted by overnight mail and email to each of the signatories below. 7.18 The Stipulation may be executed in one or more counterparts, including by signature transmitted via facsimile, or by a .pdf/.tif image of the signature transmitted via e-mail. All executed counterparts and each of them shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the Settling Parties hereto have caused this Stipulation to be executed, by their duly authorized attorneys, as of September 27, 2019. 35

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Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 41 of 136 EXBCU'IION COPY EXEÇUTED ANDéGR]EED: GLANCY PRONGAY & MURIìAY LLP, OTT MILBANK LLP" on behall'ol'VEREIT behalf of Joanne Witchko, Edward Froehner, and .leff}ey Turner as trustee fbr Michele Grahaln 'lurner 1995 Revocable Trust By By: PAUL, WEISS, RIþ-KIND, WHARTON & KIRKLAND & ELLIS LLP. on behalf o1' GARRISON Ll-P. on behall'of Nicholas S. David Kay Schorsch B By KELLOGG. I-{ANSEN. TODD. F'IGI]L & PETRILLO KLEIN & BOXER LLP. on behalf FREDERICK, P.L.L.C.. or-r bel-ralf of AR of Lisa Beeson Capital. LLC, ARC Properties Advisors. LLC, Scott J. Borvman, Peter M. Budko, Brian D. Jones. William M. Kahane, and Edward M. Weil By B)' STEPTOE & JOIINSON LLP. on behalf of WEIL, GOTSIJAL &. MANGES LLP, ON Brian Block belialf of Tholnas A. Andruskevich, Leslie D. Michelson, Edward G. Rendell. William G. Stanley, and llrr"rce D. F'rank By Bv MOIìRIS, MANNING & I\4ARTIN LLP. on SIDLEY AUSTIN LLP. on behalf of Grant behall'ol Scott P. Sealy Sr. Thornton LLP 13v By ZUCKERMAN SPAEDER LLP. on behalf of Lisa McAlister Il)' 36

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Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 43 of 136 EXECUTION COPY EXECUTED AND AGREED: GLANCY PRONGAY & MURRAY LLP, on MILBANK LLP, on behalf of VEREIT behalf of Joanne Witchko, Edward Froehner, and Jeffrey Turner as trustee for Michele Graham Turner 1995 Revocable Trust By: By: PAUL, WEISS, RIFKIND, WHARTON & KIRKLAND & ELLIS LLP, on behalf of GARRISON LLP, on behalf of Nicholas S. David Kay Schorsch By: By: KELLOGG, HANSEN, TODD, FIGEL & PETRILLO KLEIN & BOXER LLP, on behalf FREDERICK, P.L.L.C., on behalf of AR of Lisa Beeson Capital, LLC, ARC Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil By: By: STEPTOE & JOHNSON LLP, on behalf of WEIL, GOTSHAL & MANGES LLP, on Brian Block behalf of Thomas A. Andruskevich, Leslie D. Michelson, Edward G. Rendell, William G. Stanley, and Bruce D. Frank By: By: MORRIS, MANNING & MARTIN LLP, on SIDLEY AUSTIN LLP, on behalf of Grant behalf of Scott P. Sealy Sr. Thornton LLP By: By: ZUCKERMAN SPAEDER LLP, on behalf of Lisa McAlister By: 36

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 44 of 136 EXECUTION COPY EXECUTED AND AGREED: GLANCY PRONGAY & MURRAY LLP, on MILBANK LLP, on behalf of VEREIT behalf of Joanne Witchko, Edward Froehner, and Jeffrey Turner as trustee for Michele Graham Turner 1995 Revocable Trust By: By: PAUL, WEISS, RIFKIND, WHARTON & KIRKLAND & ELLIS LLP, on behalf of GARRISON LLP, on behalf of Nicholas S. David Kay Schorsch By: By: KELLOGG, HANSEN, TODD, FIGEL & PETRILLO KLEIN & BOXER LLP, on behalf FREDERICK, P.L.L.C., on behalf of AR of Lisa Beeson Capital, LLC, ARC Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil By: By: STEPTOE & JOHNSON LLP, on behalf of WEIL, GOTSHAL & MANGES LLP, on Brian Block behalf of Thomas A. Andruskevich, Leslie D. Michelson, Edward G. Rendell, William G. Stanley, and Bruce D. Frank By: By: MORRIS, MANNING & MARTIN LLP, on SIDLEY AUSTIN LLP, on behalf of Grant behalf of Scott P. Sealy Sr. Thornton LLP By: By: ZUCKERMAN SPAEDER LLP, on behalf of Lisa McAlister By: 36

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 45 of 136 EXECUTION COPY EXECUTED AND AGREED: GLANCY PRONGAY & MURRAY LLP, on MILBANK LLP, on behalf of VEREIT behalf of Joanne Witchko, Edward Froehner, and Jeffrey Tumer as trustee for Michele Graham Turner 1995 Revocable Trust PAUL, WEISS, R[FKIND, WHARTON & KIRKLAND & ELLIS LLP, on behalf of GARRISON LLP, on behalf of Nicholas S. David Kay Schorsch KELLOGG, HANSEN, TODD, FIGEL & PETRILLO KLEIN & BOXER LLP. on behalf FREDERICK, P.L.L.C., on behalf of AR of Lisa Beeson Capital, LLC, ARC Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil STEPTOE & JOHNSON LLP, on behalf of WEIL, GOTSHAL & MANGES LLP, on Brian Block behalf of Thomas A. Andruskevich, Leslie D. Michelson, Edward G. Rendell, William G. Stanley, and Bruce D. Frank B MORR[S, MANNING & MARTIN LLP, ON SIDLEY AUSTIN LLP, on behalf of Grant behalf of Scott P. Sealy Sr. Thornton LLP ZUCKERMAN SPAEDER LLP, on hhalf of Lisa McAlister 36

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Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 48 of 136 EXHIBIT A-1 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 49 of 136 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOANNE WITCHKO, Derivatively on Behalf of Nominal Defendant AMERICAN REALTY Lead Case No. 1:15-cv-06043-AKH CAPITAL PROPERTIES, INC., (Consolidated with Case No. Plaintiff, 1:15-cv-08563-AKH) v. NICHOLAS S. SCHORSCH, et al., Defendants, -and- AMERICAN REALTY CAPITAL PROPERTIES, INC., Nominal Defendant. NOTICE TO CURRENT VEREIT STOCKHOLDERS TO: ALL OWNERS OF VEREIT, INC. (“VEREIT”) (F/K/A AMERICAN REALTY CAPITAL PROPERTIES INC. (“ARCP”)) COMMON STOCK (TICKER SYMBOL: VER) AND PREFERRED STOCK (TICKER SYMBOL: VERPF) AS OF SEPTEMBER 27, 2019, WHO CONTINUE TO OWN SUCH SHARES. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE ACTION, STOCKHOLDERS OF VEREIT WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE SETTLED CLAIMS. THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS RESPECTING THE MERITS OF THE ACTION. THE RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED 1

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 50 of 136 HEREIN DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES. YOU ARE HEREBY NOTIFIED, pursuant to Federal Rule of Civil Procedure 23.1 and an Order from the Honorable Alvin K. Hellerstein of the U.S. District Court for the Southern District of New York (the “Court”), that a proposed settlement agreement has been reached among Plaintiffs,1 derivatively on behalf of VEREIT, VEREIT, and the Non-VEREIT Settling Defendants in connection with the above-captioned consolidated stockholder derivative action titled Witchko v. Schorsch, et al., No. 1:15-cv-06043-AKH (S.D.N.Y.) (the “Action”). Plaintiffs filed the Action derivatively on behalf of VEREIT to remedy the alleged harm caused to the Company by certain of the Non-VEREIT Settling Defendants’ alleged breaches of their fiduciary duties or other obligations or duties owed to VEREIT. The proposed Settlement, if approved by the Court, would fully, finally and forever resolve the Action on the terms set forth in the Stipulation and summarized in this Notice, including the dismissal of the Action with prejudice. As explained below, a Settlement Hearing shall be held before the Court on __________ at __:__ _.m., before the Honorable Alvin K. Hellerstein, at the U.S. District Court for the Southern District of New York, Courtroom 14D, 500 Pearl Street, New York, New York 10007, to determine whether, inter alia, the proposed Settlement is fair, reasonable, and adequate, and should be finally approved by the Court and whether Plaintiffs’ Counsel’s Fee Award, should be finally approved. You have the right to object to the Settlement and the Fee Award, in the manner provided herein. 1 For purposes of this Notice, the Court incorporates by reference the definitions in the Settling Parties’ Stipulation and Agreement of Settlement, fully executed as of September 27, 2019 (the “Stipulation”), and all capitalized terms used herein, unless otherwise defined herein, shall have the same meanings as set forth in the Stipulation. A copy of the Stipulation may be inspected at the Clerk of the Court’s Office for the United States District Court for the Southern District of New York, 500 Pearl Street, New York, NY 10007 or by visiting the investor relations portion of VEREIT’s website at http://ir.VEREIT.com. 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 51 of 136 If you fail to object in the manner provided herein at least twenty-one (21) calendar days prior to the Settlement Hearing, you will be deemed to have waived your objections and will be forever bound by the Judgment to be entered and the releases to be given, unless otherwise ordered by the Court. This Notice is not intended to be and should not be construed as an expression of any opinion by the Court with respect to the merits of the claims made in the Action, but is merely to advise one of the proposed Settlement and of one’s rights if he, she or it owned VEREIT stock as of September 27, 2019 and continues to hold VEREIT stock through the date of the filing of the objection (“Current VEREIT Stockholder”). I. INTRODUCTION A. Background of the Action VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the United States. Plaintiffs have alleged or believe that they have grounds to allege that the Non-VEREIT Settling Defendants breached their fiduciary duties or other obligations or duties owed to VEREIT. On November 17, 2014, plaintiff Witchko served a litigation demand pursuant to Maryland law on the Board of Directors of VEREIT (the “Board”) asking the Board to investigate alleged wrongdoing by certain of the Non-VEREIT Settling Defendants and sue the alleged wrongdoers for violation of their fiduciary duties under Maryland law. On June 18, 2015, the Board refused the demand. On July 31, 2015, plaintiff Witchko, derivatively on behalf of VEREIT, filed a verified stockholder derivative complaint in the Court, initiating the Action. On October 30, 2015, plaintiffs Thomas Serafin, Michele Graham Turner 1995 Revocable Trust, Jeffrey Turner as Trustee, and Edward L. Froehner, derivatively on behalf of VEREIT, filed 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 52 of 136 a verified stockholder derivative complaint in the Court, initiating the action captioned Serafin, et al. v. Schorsch, et al., No. 1:15-cv-08563 (the “Serafin Action”). On December 15, 2015, the Court entered an order consolidating the Action and the Serafin Action for all purposes and appointing Harwood Feffer LLP, now Glancy Prongay & Murray LLP, to lead the litigation of the Derivative Action on behalf of the Plaintiffs. On January 5, 2016, Plaintiffs designated the complaint in the Action as the operative complaint. On February 12, 2016, VEREIT and certain of the Non-VEREIT Settling Defendants filed a motion to dismiss the Action pursuant to Fed. R. Civ. P. 23.1 for failure to sufficiently allege improper refusal of demand, and under Fed. R. Civ. P. 12(b)(6) for failure to state a claim. On March 15, 2016, Plaintiffs filed a memorandum of law in opposition to the motion to dismiss. On April 5, 2016, VEREIT and certain of the Non-VEREIT Settling Defendants filed a reply memorandum of law in further support of their motion to dismiss the Action. On June 2, 2016, the Court held oral argument on the motion to dismiss. On June 9, 2016, the Court entered an order denying the motion to dismiss pursuant to Fed. R. Civ. P. 23.1 because the operative complaint sufficiently alleged that plaintiff Witchko’s demand had been improperly denied, and granting with leave to amend the motion to dismiss pursuant to Rule 12(b)(6) because the operative complaint failed to state certain claims. On June 30, 2016, Plaintiffs, derivatively on behalf of VEREIT, filed an amended verified stockholder derivative complaint in the Court (the “Amended Complaint”). 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 53 of 136 On July 11, 2016 and July 25, 2016, Kahane, Weil, Schorsch, Block, and McAlister filed notices of interlocutory appeal of the Court’s order granting in part and denying in part the motion to dismiss (the “Appeals”). On July 20, 2016, Plaintiffs moved to dismiss the Appeals for lack of appellate jurisdiction. On July 22, 2016, VEREIT and certain of the Non-VEREIT Settling Defendants filed answers to the Amended Complaint. On August 1, 2016, Kahane and Weil filed their opposition to Plaintiffs’ motion to dismiss the Appeals for lack of appellate jurisdiction. On August 8, 2016, Plaintiffs filed their replies in further support of their motion to dismiss the Appeals. On August 11, 2016, in the Appeals, Kahane and Weil filed a motion for leave to file a sur- reply or, in the alternative, strike, and sur-reply to Plaintiffs’ motion to dismiss. On August 12, 2016, in the Appeals, Plaintiffs filed an opposition to Kahane and Weil’s motion for leave to file the sur-reply or strike. On September 1, 2016, VEREIT filed a motion to stay the Action. On September 8, 2016, the Court entered an order denying VEREIT’s motion to stay the Action. On September 16, 2016, document discovery commenced in the Action, the consolidated class actions pending before the Court, captioned In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc-00040-AKH (S.D.N.Y.) (the “Class Action”), and the then- pending Direct Actions arising from substantially the same facts (together, the “Coordinated Actions”). Discovery in the Action was thereafter coordinated for all purposes with discovery in the Class Action. 5

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 54 of 136 During document discovery, over seventy parties and non-parties, including each of the Non-VEREIT Settling Defendants, cumulatively produced more than 846,000 documents totaling several million pages. On November 15, 2016, the United States Court of Appeals for the Second Circuit entered an order dismissing the Appeals for lack of jurisdiction. On January 20, 2017, the office of the U.S. Attorney for the Southern District of New York (the “Government”) moved to stay the Action and the Coordinated Actions until the conclusion of Block’s criminal trial, scheduled for the summer of 2017. On January 25, 2017, the Court denied the Government’s stay motion. On May 11, 2017, the Government renewed its motion for a partial stay of discovery until completion of Block’s criminal trial. On May 15, 2017, the Court again denied the Government’s request for a partial stay of discovery. On May 31, 2017, document discovery in the Action and the then-pending Coordinated Actions concluded. On January 22, 2018, fact witness depositions in the Action and the then-pending Coordinated Actions commenced. Between January 22, 2018 and December 18, 2018, Plaintiffs’ Counsel attended thirty-four fact depositions of witnesses including each individual Non-VEREIT Settling Defendant, ex- VEREIT employees, former VEREIT directors, former VEREIT officers, current and former employees of Grant Thornton, and third parties. During the depositions, Plaintiffs’ Counsel conducted non-duplicative examinations of thirty-one of the deponents regarding related-party 6

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 55 of 136 transactions, executive compensation payments, and corporate governance allegations at issue in the Action. On February 8, 2019, Plaintiffs filed motions for summary judgment against Block and McAlister. The same day, several of the Non-VEREIT Settling Defendants filed summary judgment motions against Plaintiffs. On March 15, 2019, the parties filed their oppositions to the motions for summary judgment.On April 5, 2019, the parties filed replies in support of their motions for summary judgment. On May 10, 2019, the Court entered an order denying the motions for summary judgment in the Action without prejudice to renewal. B. Settlement Negotiations In March 2017, certain of the parties conducted a mediation session with the Honorable Layn R. Phillips, United States District Judge (Ret.), an experienced mediator of complex disputes. In advance of the mediation session, Plaintiffs retained a forensic accounting expert who prepared a report on damages in the derivative action. Plaintiffs state that, based in part on the expert’s report, Plaintiffs submitted a confidential mediation statement to Judge Phillips. The first mediation session failed to produce a settlement, although the parties expended significant time and effort preparing for and attending the two-day mediation. On July 16, 2019, Plaintiffs’ Counsel met with VEREIT’s Chief Executive Officer, General Counsel, and VEREIT’s counsel. Plaintiffs’ Counsel made a detailed presentation regarding the claims alleged in the Action and Plaintiffs’ calculation of damages. During the meeting, Plaintiffs’ Counsel answered questions from VEREIT’s Chief Executive Officer, General Counsel, and VEREIT’s counsel regarding particular theories of harm and the calculation of damages. 7

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 56 of 136 On August 15, 2019, Plaintiffs’ Counsel, VEREIT’s counsel, certain of the Non-VEREIT Settling Defendants’ counsel, and counsel for the lead plaintiff in the Class Action held a mediation session with Judge Phillips at the office of VEREIT’s counsel. Certain of the Settling Parties thereafter engaged in further extensive negotiations that included numerous email exchanges and telephonic conferences. On August 19, 2019, the Plaintiffs met for a second time with VEREIT’s Chief Executive Officer, General Counsel, and VEREIT’s counsel. Over the following weeks, the parties engaged in extensive, arm’s-length negotiations regarding the terms of a potential resolution of the Action. On September 8, 2019, the Settling Parties signed and entered into a binding Memorandum of Understanding setting forth certain key terms of the Settlement. II. PLAINTIFFS’ CLAIMS AND STATEMENT OF SETTLEMENT BENEFITS Plaintiffs believe that the Released Claims have substantial merit. Nonetheless, Plaintiffs acknowledge the expense and delay of continued proceedings necessary to prosecute the claims through trial and appeal. Plaintiffs have also considered the uncertain outcome inherent in any litigation, especially complex actions such as the Action, as well as the delay and difficulties of such litigation. Plaintiffs were also mindful of the onerous burdens of proof under, and possible defenses to, the claims asserted. Based upon (i) investigation into and evaluation of the facts and laws relating to the claims released herein and alleged in the Derivative Actions, (ii) factual information to which Plaintiffs and Plaintiffs’ Counsel had access prior to the execution of this Stipulation, (iii) the contribution of two hundred eighty six million five hundred thousand dollars ($286,500,000) by the Non- VEREIT Settling Defendants as part of the global settlement of the claims in the Derivative Actions and the Class Action, (iv) the Supplementary Agreements that preserve VEREIT’s control 8

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 57 of 136 over the settlement contributions by the Non-VEREIT Settling Defendants even if the Settlement is overturned on appeal, (v) investigations, document review and depositions conducted during the pendency of the Action, (vi) admissions made by and judgments obtained against certain of the Non-VEREIT Settling Defendants, (vii) legal analysis and briefing submitted by Plaintiffs and subsequent orders entered by the Court, (viii) advice provided by the Plaintiffs’ various consultants and experts, including forensic accountants and individuals with expertise in corporate governance issues, (ix) mediation sessions with Judge Phillips, and (x) Plaintiffs’ and Plaintiffs’ Counsel’s determination (subject to the final approval by the Court) that the terms of the proposed Settlement as set out in this Stipulation are fair, reasonable and adequate and in the best interests of VEREIT and Current VEREIT Stockholders, Plaintiffs have agreed to settle the Derivative Actions (as defined herein) and to release the Released Claims pursuant to the terms of this Stipulation. III. THE BENEFIT OF SETTLEMENT TO VEREIT VEREIT has determined that the Settlement confers substantial benefits upon VEREIT and Current VEREIT Stockholders because, for among other reasons, the Settlement reduces the amount VEREIT is paying to settle the Class Action which in fact made the Settlement possible, eliminates the risk of adverse judgments at trial, puts an end to timing uncertainties, and removes the burdens and costs of the Derivative Actions and the Class Action. VEREIT’s alleged and/or potential claims against the AR Capital Parties, Block and GT that were the subject of the Derivative Actions, and the defenses that could be asserted with respect to such claims, as well as the potential counterclaims that could be brought against VEREIT by, in particular, GT, were a central issue in the negotiations over the amounts that the AR Capital Parties, Block and GT would contribute to the global settlement of the claims that have been asserted or could have been asserted in the Derivative Actions and the Class Action. VEREIT believes the claims being pursued in the Derivative Actions had significant value to VEREIT and 9

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 58 of 136 that those claims were a substantial factor behind the willingness of the AR Capital Parties, Block and GT to make the settlement payments that they agreed to make. The AR Capital Parties, Block and GT made clear throughout the settlement negotiations that but for resolution of VEREIT’s claims at issue in the Derivative Actions, they would not agree to any contribution to the Class Settlement, and that GT would not agree to provide VEREIT with a release as to counterclaims GT intended to assert against VEREIT in the Derivative Actions. Without those contributions, VEREIT would have been required to make a substantially larger payment to settle the Class Action, and may not, in fact, have been able to reach resolution. In addition, without the release from GT, VEREIT would continue to bear litigation risk, which VEREIT sought to finally and fully resolve through the global settlement. Consistent with the foregoing, VEREIT believes that the claims at issue in the Derivative Actions played a significant role in securing the settlement contributions from the AR Capital Parties, Block and GT, as well as the releases, which VEREIT believes are in the best interest of VEREIT. As to the Non-VEREIT Settling Defendants other than the AR Capital Parties, Block and GT, VEREIT determined that the Settlement confers substantial benefits upon VEREIT and Current VEREIT Stockholders because of the substantial cost of continued litigation and trial, the risks associated with the outcome of a trial and appeal, and the risk of uncollectable judgments in the event of a judgment favorable to VEREIT. IV. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY The Non-VEREIT Settling Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Derivative Actions and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, to the extent they owed any such duties to VEREIT, and other legal obligations, at all times. Further, the Non-VEREIT Settling Defendants have denied expressly, and continue to deny, all allegations of wrongdoing, fault, 10

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 59 of 136 liability, or damage against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Derivative Actions and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to VEREIT or its stockholders, or any wrongdoing whatsoever. Had the terms of the Stipulation not been reached, the Non-VEREIT Settling Defendants would have continued to contest vigorously the allegations in the Derivative Actions, and the Non-VEREIT Settling Defendants maintain that they had and have meritorious defenses to all claims alleged or claims that could have been alleged in the Derivative Actions, as well as counterclaims against VEREIT they believe to be meritorious. Without admitting the validity of any of the claims that have been asserted in the Derivative Actions, or any liability with respect thereto, the Non-VEREIT Settling Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth herein. The Non-VEREIT Settling Defendants are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, and expense of further litigation of the Derivative Actions.2 Neither the Stipulation, nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the Settlement: (a) is, may be construed as, or may be used as an admission of, or evidence of, the truth or validity of any of the Released Claims, of any claims or allegations made in the Derivative Actions, or of any purported acts or omissions by the Non-VEREIT Settling Defendants; (b) is, may be construed as, or may be used as an admission of, or evidence of, any fault, omission, negligence, or wrongdoing by the Non-VEREIT Settling Defendants, or any concession of liability whatsoever; or (c) is, may be construed as, or 2 Notwithstanding the foregoing, McAlister, and only McAlister, acknolwedges, as she has at other times in the Action, her plea of guilty to certain offenses in United States v. Lisa McAlister, 16-cr-00653 (S.D.N.Y.), and does not intend anything in the foregoing to be inconsistent with her plea. 11

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 60 of 136 may be used as an admission of, or evidence of, a concession by any Non-VEREIT Settling Defendant of any infirmity in the defenses or counterclaims that any Non-VEREIT Settling Defendant asserted or could have asserted in the Derivative Actions or otherwise. V. THE SETTLEMENT HEARING The Settlement Hearing will be held before the Honorable Alvin K. Hellerstein on _______________ at __:__ _.m. in Courtroom 14D of the U.S. District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007 to determine: (i) whether the proposed Settlement, upon the terms set forth in the Stipulation, should be finally approved in all respects as fair, reasonable, and adequate; (ii) whether the Judgment approving the Settlement, substantially in the form of Exhibit C attached to the Stipulation, should be entered, dismissing the Action with prejudice and releasing and enjoining the prosecution of any and all Released Claims; and (iii) whether Plaintiffs’ Counsel’s Fee Award should be finally approved. At the Settlement Hearing, the Court may hear or consider such other matters as the Court may deem necessary and appropriate. The Court may adjourn the date of the Settlement Hearing without further notice to Current VEREIT Stockholders, and the Settlement Hearing may be continued by the Court at the Settlement Hearing, or at any adjourned session thereof, without further notice. VI. THE TERMS OF SETTLEMENT The AR Capital Parties have agreed to contribute consideration with a value of two- hundred and twenty-five million dollars ($225,000,000) (inclusive of the value of certain operating partnership units in VEREIT Operating Partnership, L.P., and related dividends previously surrendered by some of the AR Capital Parties as part of a settlement with the Securities and Exchange Commission, which total $31,972,934 in value) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions; Block has agreed to contribute consideration with a value of twelve million, five hundred thousand dollars ($12,500,000) to a 12

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 61 of 136 global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions; and GT has agreed to contribute forty-nine million dollars ($49,000,000) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions. The Settling Parties agree that the claims in the Derivative Actions, as well as potential counterclaims that could be brought against VEREIT, were a central issue in the negotiations regarding the amounts that the AR Capital Parties, Block, and GT would contribute to the global settlement. Specifically, VEREIT believes the claims being pursued in the Derivative Actions had significant value to VEREIT and that those claims were a substantial factor behind the willingness of the AR Capital Parties, Block and GT to make the settlement payments that they agreed to make. The AR Capital Parties, Block and GT made clear throughout the settlement negotiations that but for resolution of VEREIT’s claims at issue in the Derivative Actions, they would not agree to any contribution to the settlement of the Class Action, and that GT would not agree to provide VEREIT with a release as to counterclaims GT intended to assert against VEREIT in the Derivative Actions. Without those contributions, VEREIT would have been required to make a substantially larger payment to settle the Class Action, and may not, in fact, have been able to reach resolution. In addition, without the release from GT, VEREIT would continue to bear litigation risk, which VEREIT sought to finally and fully resolve through the global settlement. Consistent with the foregoing, VEREIT believes that the claims at issue in the Derivative Actions played a significant role in securing the settlement contributions from the AR Capital Parties, Block and GT, as well as the releases, which VEREIT believes are in the best interest of VEREIT and its stockholders. VII. DISMISSAL AND RELEASES In connection with the Court’s approval of the Settlement, the Settling Parties will jointly request entry of the Judgment by the Court, dismissing with prejudice all claims that Plaintiffs 13

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 62 of 136 have alleged in the Action and any other Released Claims, as well as Defendants’ Released Claims and the NVSD Released Claims. Upon the Effective Date, VEREIT, Plaintiffs, and each of the Current VEREIT Stockholders shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Released Claims against the Released Persons. VEREIT, Plaintiffs, and each of the Current VEREIT Stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue any Released Person with respect to any Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. Upon the Effective Date, VEREIT and each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of Plaintiffs, their beneficiaries, and Plaintiffs’ Counsel from any and all Defendant Parties’ Released Claims. VEREIT and the Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or any Defendant Parties’ Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Defendant Parties’ Released Claims against Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel except to enforce the releases and other terms and conditions contained in the Stipulation and/or the Judgment entered pursuant thereto. 14

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 63 of 136 Upon the Effective Date, the Non-VEREIT Settling Defendants shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the NVSD Released Claims against each respective Non-VEREIT Settling Defendant and the VEREIT Released Persons. The Non-VEREIT Settling Defendants shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue each respective Non- VEREIT Settling Defendant and the VEREIT Released Persons with respect to any NVSD Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the NVSD Released Claims against the VEREIT Released Persons except to enforce the releases and other terms and conditions contained in the Stipulation and/or the Judgment entered pursuant thereto. Notwithstanding the foregoing, in the event that any Derivative Action other than the Action, or any derivative proceeding filed subsequent to execution of the Stipulation alleging claims that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or the Class Action, is permitted to proceed against any Non-VEREIT Settling Defendant: (i) VEREIT shall not be released from any rights of advancement, indemnification, contribution, or any other rights that such Non-VEREIT Settling Defendant has or may have for any claims, demand or losses (all subject to meeting applicable laws, requirements, and standards) arising out of such derivative proceeding; and (ii) GT shall be entitled to receive from VEREIT indemnification for and advancement of reasonable fees, costs, and expenses incurred or paid by GT in defending such derivative proceeding, and (subject to meeting applicable laws) amounts paid by GT in settlement of or in satisfaction of a judgment rendered in such derivative proceeding. 15

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 64 of 136 VIII. PAYMENT OF PLAINTIFFS’ COUNSEL’S FEES AND EXPENSES Plaintiffs intend to seek payment of a fee in an amount not to exceed twenty-six million dollars ($26,000,000) and expenses through application to the Court. VEREIT reserves its right to object to Plaintiffs’ Counsel’s application for fees and expenses. Not later than ten (10) business days following the date on which the Court approves the Fee Award, VEREIT will pay Plaintiffs’ Counsel (through GPM) the amount approved by the Court (in an amount not to exceed twenty-six million dollars ($26,000,000) and expenses). Such monies shall be kept by GPM in a segregated escrow account and not distributed to GPM or anyone else until such time as the Fee Award becomes Final. For the avoidance of doubt, only VEREIT is liable for the Fee Award; none of the Non-VEREIT Settling Defendants are liable to the Plaintiffs or any other person for the Fee Award. In the event of any failure to obtain final approval of the full amount of the Fee Award, or upon any appeal and/or further proceedings on remand, or successful collateral attack, which results in the Fee Award being overturned or substantially modified, Plaintiffs’ Counsel and their successors shall be obligated to repay within fifteen (15) business days the portion of the Fee Award held in escrow that was ultimately not awarded to Plaintiffs’ Counsel. Plaintiffs’ Counsel is subject to the Court’s jurisdiction for the purposes of enforcing this paragraph and the provisions related to the Fee Award. Payment of the Fee Award in the amount approved by the Court shall constitute final and complete payment for Plaintiffs’ Counsel’s attorneys’ fees and expenses that have been incurred or will be incurred in connection with the filing and prosecution of the Action and the resolution of the claims alleged therein. Defendants and Defendants’ Counsel shall have no responsibility for the allocation or distribution of the Fee Award amongst Plaintiffs’ Counsel. Defendants, 16

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 65 of 136 including VEREIT, shall have no obligation to make any payment to any Plaintiffs’ Counsel other than the payment provided in ¶¶ 5.1-5.2 of the Stipulation. Except as otherwise provided in the Stipulation, or a separate agreement concerning advancement or indemnification among any Defendants, each of the Settling Parties shall bear his, her, or its own costs and attorneys’ fees. The Stipulation ¶ 5.5 is not intended to affect the rights of any Non-VEREIT Settling Defendant to indemnification or advancement of costs and attorney’s fees. IX. THE RIGHT TO OBJECT AND/OR BE HEARD AT THE SETTLEMENT HEARING Any Current VEREIT Stockholder may object and/or appear and show cause, if he, she, or it has any concern, why the Settlement should not be approved as fair, reasonable, and adequate, why Judgment should not be entered thereon, or why the Fee Award, should not be finally approved; provided, however, unless otherwise ordered by the Court, that no Current VEREIT Stockholder shall be heard or entitled to contest the approval of the terms and conditions of the Settlement, or, if approved, the Judgment to be entered approving the Settlement, or the Fee Award, unless that Stockholder has, at least twenty-one (21) calendar days prior to the Settlement Hearing: (1) filed with the Clerk of the Court a written objection to the Settlement setting forth: (a) the stockholder’s name, legal address, telephone number and e-mail address; (b) proof of ownership of VEREIT common stock on September 27, 2019 and through the date of filing of the objection, including the number of shares of VEREIT common stock held and the date of purchase; (c) the nature of the objection; including any and all documentation or evidence in support of such objection; (d) the identities of any cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in the last three years; and (e) the signature of the stockholder making the objection or his, her, or its counsel; and (2) if a Current 17

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 66 of 136 VEREIT Stockholder intends to appear and requests to be heard at the Settlement Hearing, such stockholder must have, in addition to the requirements of (1) above, filed with the Clerk of the Court: (a) a written notice of such stockholder’s intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance; (c) the identities of any witnesses the stockholder intends to call at the Settlement Hearing and a statement as to the subjects of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing. If a Current VEREIT Stockholder files a written objection and/or written notice of intent to appear, such stockholder must also simultaneously serve copies of such notice, proof, statement, and documentation, together with copies of any other papers or briefs such stockholder files with the Court (either by hand delivery or by first class mail) upon each of the following: Robert I. Harwood Scott A. Edelman Matthew M. Houston Antonia M. Apps Benjamin I. Sachs-Michaels Jed M. Schwartz GLANCY PRONGAY & MURRAY LLP Jonathan Ohring 712 Fifth Avenue, 31st Floor MILBANK LLP New York, NY 10019 55 Hudson Yards Tel: (212) 935-7400 New York, New York 10001 Tel: (212) 530-5000 Plaintiff’s Counsel Counsel for Nominal Defendant American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) Theodore V. Wells Jr. James P. Gillespie Daniel J. Kramer Beth Mueller Lorin L. Reisner KIRKLAND & ELLIS LLP Audra J. Soloway 1301 Pennsylvania Avenue Christopher L. Filburn NW Washington, D.C. 20004 PAUL, WEISS, RIFKIND, WHARTON & Tel: (202) 389-5000 GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Tel: (212) 373-3000 Counsel for Nicholas S. Schorsch Counsel for David Kay 18

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 67 of 136 Reid M. Figel Guy Petrillo Rebecca A. Beynon Dan Goldman Andrew E. Goldsmith PETRILLO KLEIN & BOXER LLP Bradley E. Oppenheimer 655 Third Avenue, 22nd Floor KELLOGG, HANSEN, TODD, FIGEL & New York, NY 10017 FREDERICK, P.L.L.C. Tel: (212) 370-0330 1615 M Street N.W., Suite 400 Washington, D.C. 20036 Tel: (202) 326-7900 Counsel for AR Capital LLC, ARC Counsel for Lisa Beeson Properties Advisors LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil John P. MacNaughton Gary F. Bendinger Eric A. Larson SIDLEY AUSTIN LLP 1600 Atlanta Financial Center 787 Seventh Avenue 343 Peachtree Road, N.E. New York, NY 10019 Atlanta, GA 30326 Tel: (212) 839-5300 Tel: (404) 233-7000 Bruce R. Braun Melanie E. Walker Kendra L. Stead SIDLEY AUSTIN LLP One South Dearborn Chicago, IL 60603 Tel: (312) 853-7000 Counsel for Scott P. Sealy, Sr. Counsel for Grant Thornton LLP Christopher L. Garcia Michael C. Miller Richard W. Slack Michael G. Scavelli Evert J. Christensen, Jr. STEPTOE & JOHNSON LLP Adam Bookman 1114 Avenue of the Americas Raquel Kellert New York, NY 10036 WEIL, GOTSHAL & MANGES LLP Tel: (212) 506-3900 767 Fifth Avenue New York, NY 10153 Counsel for Thomas A. Andruskevich, Counsel for Brian Block Leslie D. Michelson, Edward G. Rendell, William G. Stanley, and Bruce D. Frank 19

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 68 of 136 Adam L. Fotiades ZUCKERMAN SPAEDER LLP 1800 M Street NW, Suite 1000 Washington, DC 20036-5807 Tel: (202) 778-1800 Daniel P. Moylan ZUCKERMAN SPAEDER LLP 100 East Pratt Street, Suite 2440 Baltimore, MD 21202-1031 Tel: (410) 332-0444 Counsel for Lisa McAlister Any Current VEREIT Stockholder who does not make his, her, or its objection in the manner provided herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the Settlement and the Fee Award, as set forth in the Stipulation, unless otherwise ordered by the Court, but shall be forever bound by the Judgment to be entered, the dismissal of the Action with prejudice, and any and all of the releases set forth in the Stipulation. X. CONDITIONS FOR SETTLEMENT The Settlement is conditioned upon the occurrence of certain events described in the Stipulation, which requires, among other things: (1) entry of the requested Judgment by the Court; (2) the Judgment has become Final; (3) the Court’s approval of a settlement and entry of a judgment in the Class Action, and (4) such approved judgment in the Class Action becoming Final. XI. EXAMINATION OF PAPERS AND INQUIRIES This Notice contains only a summary of the terms of the Settlement. For a more detailed statement of the matters involved in the Action, reference is made to the Stipulation, which may be inspected at the Clerk of the Court’s Office, U.S. District Court for the Southern District of New York, 500 Pearl Street, New York 10007, during business hours of each business day or by visiting the investor relations portion of VEREIT’s website at http://ir.VEREIT.com/. 20

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 69 of 136 Any other inquiries regarding the Settlement or the Action should be addressed in writing to Counsel for Plaintiffs in the Action: Matthew M. Houston, Esq., Glancy Prongay & Murray LLP, 712 Fifth Avenue, 31st Floor, New York, NY 10019, Telephone: (212) 935-7400. PLEASE DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE. 21

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 70 of 136 EXHIBIT A-2 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 71 of 136 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOANNE WITCHKO, Derivatively on Behalf of Nominal Defendant AMERICAN REALTY CAPITAL PROPERTIES, INC., Lead Case No. 1:15-cv-06043- AKH Plaintiff, (Consolidated with Case No. v. 1:15-cv-08563-AKH) NICHOLAS S. SCHORSCH, et al., Defendants, and AMERICAN REALTY CAPITAL PROPERTIES, INC., Nominal Defendant. SUMMARY NOTICE OF PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION TO: ALL OWNERS OF VEREIT, INC. (“VEREIT”) (F/K/A AMERICAN REALTY CAPITAL PROPERTIES INC. (“ARCP”)) COMMON STOCK (TICKER SYMBOL: VER) AND PREFERRED STOCK (TICKER SYMBOL: VERPF) AS OF SEPTEMBER 27, 2019, WHO CONTINUE TO OWN SUCH SHARES. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE ACTION, STOCKHOLDERS OF VEREIT WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE SETTLED CLAIMS. THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS RESPECTING THE MERITS OF THE ACTION. THE RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT 42350.00400 1

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 72 of 136 CONTAINED HEREIN DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES. PLEASE TAKE NOTICE that the consolidated stockholder derivative action captioned Witchko v. Schorsch, et al., Case No. 1:15-cv-06043-AKH (the “Action”) is being settled and the parties have entered into a Stipulation of Settlement, dated September 27, 2019 (the “Stipulation”). The terms of the proposed settlement of the Action are set forth in the Stipulation and all capitalized terms herein have the same meaning as defined in the Stipulation. This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court. A further notice describing the Action along with the text of the Stipulation is available on VEREIT’s Investor Relations webpage, located at http://ir.VEREIT.com/. The AR Capital Parties have agreed to contribute consideration with a value of two- hundred and twenty-five million dollars ($225,000,000) (inclusive of the value of certain operating partnership units in VEREIT Operating Partnership, L.P., and related dividends previously surrendered by some of the AR Capital Parties as part of a settlement with the Securities and Exchange Commission, which total $31,972,934 in value) to a global settlement to settle any and all claims in the Derivative Actions, as well as the Class Action; Block has agreed to contribute consideration with a value of twelve million, five hundred thousand dollars ($12,500,000) to a global settlement to settle any and all claims in the Derivative Actions, as well as the Class Action; and GT has agreed to contribute forty-nine million dollars ($49,000,000) to a global settlement to settle any and all claims in the Derivative Actions, as well as the Class Action. IF YOU ARE A CURRENT RECORD OR BENEFICIAL OWNER OF VEREIT COMMON STOCK OR PREFERRED STOCK AS OF SEPTEMBER 27, 2019, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. On [DATE] at _______, a hearing (the “Settlement Hearing”) will be held before the Honorable Alvin K. Hellerstein in Courtroom 14D of the U.S. District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007 to determine: (i) whether the proposed Settlement, upon the terms set forth in the Stipulation, should be finally approved in all respects as fair, reasonable, and adequate; (ii) whether the Judgment approving the Settlement, substantially in the form of Exhibit C attached to the Stipulation, should be entered, dismissing the Action with prejudice and releasing and enjoining the prosecution of any and all Released Claims, Defendant Parties’ Released Claims, and NVSD Released Claims; and (iii) whether Plaintiffs’ Counsel’s Fee Award should be finally approved. At the Settlement Hearing, the Court may hear or consider such other matters as the Court may deem necessary and appropriate. The Court may adjourn the date of the Settlement Hearing without further notice to Current VEREIT Stockholders, and the Settlement Hearing may be continued by the Court at the Settlement Hearing, or at any adjourned session thereof, without further notice. Any Current VEREIT Stockholder as of September 27, 2019 shall have a right to appear and to be heard at the Settlement Hearing. However, no stockholder shall be heard at the Settlement Hearing unless, at least twenty-one (21) calendar days prior to the date of the 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 73 of 136 Settlement Hearing, such stockholder has filed with the Court and delivered to counsel for the Parties a written notice of objection in accordance with the requirements below. Only stockholders who have filed and delivered validly and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise. Any written notice of objection must contain the following information: 1. Your name, legal address, telephone number, and e-mail address; 2. Proof of ownership of VEREIT common stock on September 27, 2019 and through the date of the filing of the objection, including the number of shares of VEREIT common stock held and the date of purchase; 3. Nature of the objection, including any and all documentation or evidence in support of such objection; 4. Identities of any cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in the last three years; 5. If a Current VEREIT Stockholder intends to appear and requests to be heard at the Settlement Hearing, such stockholder must have, in addition to the requirements of (1) through (4) above, filed with the Clerk of the Court: (a) a written notice of such stockholder’s intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance; (c) the identities of any witnesses the stockholder intends to call at the Settlement Hearing and a statement as to the subjects of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing (appearance is not required if you have lodged your objection with the Court). If a Current VEREIT Stockholder files a written objection and/or written notice of intent to appear, such stockholder must also simultaneously serve copies of such notice, proof, statement, and documentation, together with copies of any other papers or briefs such stockholder files with the Court (either by hand delivery or by first class mail) upon counsel listed below. 6. Signature of the stockholder making the objection. If you wish to object to the settlement, you must file a written objection setting forth the grounds for such objection and the information listed above with the Court on or before [DATE] 21 calendar days before the Settlement Hearing, with service to: (a) counsel to Plaintiffs in the Action, Matthew M. Houston, Glancy Prongay & Murray LLP, 712 Fifth Avenue, New York, NY 10019; (b) counsel to Defendants American Realty Capital Properties, Inc. and ARC Properties Operating Partnership, L.P., Jed M. Schwartz, Milbank LLP, 55 Hudson Yards, New York, NY 10001; (c) counsel to Defendants AR Capital, LLC, ARC Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil, Reid M. Figel, Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C., 1615 M Street N.W., Suite 400, Washington, D.C. 20036; (d) counsel to Defendant Lisa Beeson, Guy Petrillo, Petrillo Klein & Boxer LLP, 655 Third Avenue, 22nd Floor, New York, NY 10017; (e) counsel to Defendant Brian S. Block, Michael C. Miller, Steptoe & Johnson, LLP, 1114 Avenue of the Americas, New York, NY 10036; (f) counsel to Defendant Grant Thornton LLP, Melanie E. Walker, Sidley 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 74 of 136 Austin LLP, One South Dearborn, Chicago, IL 60603; (g) counsel to Defendant David Kay, Beth Mueller, Kirkland & Ellis LLP, 1301 Pennsylvania Avenue, N.W. Washington, DC 20004; (h) counsel to Defendant Lisa P. McAlister, Adam L. Fotiades, Zuckerman Spaeder LLP, 1800 M Street NW, Suite 1000, Washington, DC 20036; (i) counsel to Defendant Nicholas S. Schorsch, Audra J. Soloway, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019-6064; (j) counsel to Defendant Scott P. Sealy, Sr., John P. MacNaughton, Morris, Manning & Martin LLP, 3343 Peachtree Road, N.E., Suite 1600, Atlanta, GA 30326; (k) counsel to Defendants Thomas A. Andruskevich, Bruce D. Frank, Leslie D. Michelson, Edward G. Rendell and William G. Stanley, Christopher L. Garcia, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153. Unless the Court orders otherwise, your objection will not be considered unless it is timely filed with the Court and delivered to the above counsel. Any Person or entity who fails to object in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the proposed settlement as set forth in the Stipulation and the Final Judgment Order, or to the award of attorneys’ fees and expenses to Plaintiff’s Counsel, unless otherwise ordered by the Court. VEREIT stockholders who have no objection to the settlement do not need to appear at the Settlement Hearing or take any other action. Inquiries may be made to Plaintiffs’ Counsel: Glancy Prongay & Murray LLP, 712 Fifth Avenue, New York, NY 10019. PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE DATED: ______________________, 2019 BY ORDER OF THE DISTRICT COURT, UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 75 of 136 EXHIBIT B 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 76 of 136 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOANNE WITCHKO, Derivatively on Behalf of Nominal Defendant AMERICAN REALTY Lead Case No. 1:15-cv-06043-AKH CAPITAL PROPERTIES, INC., (Consolidated with Case No. Plaintiff, 1:15-cv-08563-AKH) v. NICHOLAS S. SCHORSCH, et al., Defendants, -and- AMERICAN REALTY CAPITAL PROPERTIES, INC., Nominal Defendant. [PROPOSED] ORDER PRELIMINARILY APPROVING DERIVATIVE SETTLEMENT AND PROVIDING FOR NOTICE WHEREAS, the parties to the above-captioned consolidated stockholder derivative action (the “Action”) have made an application, pursuant to Federal Rule of Civil Procedure 23.1, for an order: (i) preliminarily approving the Stipulation and Agreement of Settlement dated September 27, 2019 (the “Stipulation”), which, together with the exhibits annexed thereto, sets forth the terms and conditions for the proposed settlement and dismissal of the Action with prejudice; and (ii) approving the form and content of the Notice to Current VEREIT Stockholders, substantially in the form attached to the Stipulation as Exhibit A-1 (“Long Form Notice”), and the Summary Notice of Proposed Settlement of Stockholder Derivative Action, substantially in the form attached to the Stipulation as Exhibit A-2 (“Summary Notice”) (collectively, “Notice”); 1

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 77 of 136 WHEREAS, all capitalized terms contained herein shall have the same meanings as set forth in the Stipulation (unless otherwise defined herein); and WHEREAS, the Court has read and considered the Stipulation and the exhibits annexed thereto, and all Settling Parties have consented to the entry of this Preliminary Approval Order. NOW THEREFORE, IT IS HEREBY ORDERED: 1. The Court does hereby preliminarily approve, subject to further consideration at the Settlement Hearing described below, the Stipulation and the Settlement set forth therein, including the terms and conditions for settlement and dismissal with prejudice of the Action. 2. A hearing (the “Settlement Hearing”) shall be held before the Court and the Honorable Alvin K. Hellerstein on _______________, 2020 at __:__ _.m.,1 at the U.S. District Court for the Southern District of New York, Courtroom 14D, 500 Pearl Street, New York, New York 10007, to determine: (i) whether the terms and conditions of the Settlement set forth in the Stipulation are fair, reasonable, and adequate to VEREIT and Current VEREIT Stockholders and should be finally approved by the Court; (ii) whether a Judgment finally approving the Settlement, substantially in the form of Exhibit C attached to the Stipulation, should be entered, dismissing the Action with prejudice and releasing and enjoining the prosecution of any and all Released Claims, Defendant Parties’ Released Claims, and NVSD Released Claims, except as otherwise set forth in the Stipulation; and (iii) whether the Fee Award should be finally approved. At the Settlement Hearing, the Court may hear or consider such other matters as the Court may deem necessary and appropriate. 1 The Settling Parties respectfully request that the Settlement Hearing be scheduled at least forty-five (45) days after the deadline for providing notice of the proposed Settlement to Current VEREIT Stockholders, but in no event before the settlement hearing in the Class Action. 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 78 of 136 3. The Court approves, as to form and content, the Long Form Notice attached as Exhibit A-1 to the Stipulation and the Summary Notice attached as Exhibit A-2 to the Stipulation, and finds that the posting of the Long Form Notice and the Summary Notice substantially in the manner and form set forth in this Order meets the requirements of Federal Rule of Civil Procedure 23.1 and due process, is the best notice practicable under the circumstances, and shall constitute due and sufficient notice to Current VEREIT Stockholders and all other Persons entitled thereto. 4. Within ten (10) calendar days after the Court’s entry of the Preliminary Approval Order, VEREIT shall cause a press release to be issued that contains the contents of the Long Form Notice, and referring the Current VEREIT Stockholders to VEREIT’s Investor Relations webpage, located at http://ir.vereit.com/, for more information, as well as file a current report on Form 8-K with the Securities & Exchange Commission referencing such press release. VEREIT’s Investor Relations webpage shall include a link to the aforementioned press release, the Stipulation, and the Preliminary Approval Order. In addition, within ten (10) calendar days after the Court’s entry of the Preliminary Approval Order, VEREIT shall cause the Summary Notice to be published once in Investor’s Business Daily. 5. All papers in support of the Settlement and the Fee Award shall be filed with the Court and served at least thirty-five (35) calendar days prior to the Settlement Hearing, any papers in opposition to the Settlement or the Fee Award shall be filed with the Court and served at least twenty-one (21) calendar days prior to the Settlement Hearing, and any reply papers shall be filed with the Court at least seven (7) calendar days prior to the Settlement Hearing. 6. Any Current VEREIT Stockholder may object and/or appear and show cause, if he, she, or it has any concern regarding why the Settlement should not be finally approved as fair, reasonable, and adequate, why the Judgment should not be entered thereon, or why the Fee Award 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 79 of 136 should not be finally approved; provided, however, that unless otherwise ordered by the Court, no Current VEREIT Stockholder shall be heard or entitled to contest the approval of the terms and conditions of the Settlement, or, if approved, the Judgment to be entered thereon approving the same, or the Fee Award, unless that stockholder has, at least twenty-one (21) calendar days prior to the Settlement Hearing: (1) filed with the Clerk of the Court a written objection to the Settlement setting forth: (a) the stockholder’s name, legal address, telephone number and e-mail address; (b) proof of ownership of VEREIT common stock on September 27, 2019 and through the date of the filing of the objection, including the number of shares of VEREIT common stock held and the date of purchase; (c) the nature of the objection; including any and all documentation or evidence in support of such objection; (d) the identities of any cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in the last three years; and (e) the signature of the stockholder making the objection or his, her, or its counsel; and (2) if a Current VEREIT Stockholder intends to appear and requests to be heard at the Settlement Hearing, such stockholder must have, in addition to the requirements of (1) above, filed with the Clerk of the Court: (a) a written notice of such stockholder’s intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance; (c) the identities of any witnesses the stockholder intends to call at the Settlement Hearing and a statement as to the subjects of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing. If a Current VEREIT Stockholder files a written objection and/or written notice of intent to appear, such stockholder must also simultaneously serve copies of such notice, proof, statement, and documentation, together with copies of any other papers or briefs such stockholder files with the Court (either by hand delivery or by first class mail) upon each of the following: 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 80 of 136 Robert I. Harwood Scott A. Edelman Matthew M. Houston Antonia M. Apps Benjamin I. Sachs-Michaels Jed M. Schwartz GLANCY PRONGAY & MURRAY LLP Jonathan Ohring 712 Fifth Avenue, 31st Floor MILBANK LLP New York, NY 10019 55 Hudson Yards Tel: (212) 935-7400 New York, New York 10001 Tel: (212) 530-5000 Plaintiff’s Counsel Counsel for Nominal Defendant American Realty Capital Properties, Inc. (n/k/a VEREIT, Inc.) Theodore V. Wells Jr. James P. Gillespie Daniel J. Kramer Beth Mueller Lorin L. Reisner KIRKLAND & ELLIS LLP Audra J. Soloway 1301 Pennsylvania Avenue NW Christopher L. Filburn Washington, D.C. 20004 PAUL, WEISS, RIFKIND, WHARTON & Tel: (202) 389-5000 GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Tel: (212) 373-3000 Counsel for Nicholas S. Schorsch Counsel for David Kay Reid M. Figel Guy Petrillo Rebecca A. Beynon Dan Goldman Andrew E. Goldsmith PETRILLO KLEIN & BOXER LLP Bradley E. Oppenheimer 655 Third Avenue, 22nd Floor KELLOGG, HANSEN, TODD, FIGEL & New York, NY 10017 FREDERICK, P.L.L.C. Tel: (212) 370-0330 1615 M Street N.W., Suite 400 Washington, D.C. 20036 Tel: (202) 326-7900 Counsel for AR Capital, LLC, ARC Counsel for Lisa Beeson Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil 5

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 81 of 136 John P. MacNaughton Gary F. Bendinger Eric A. Larson SIDLEY AUSTIN LLP 1600 Atlanta Financial Center 787 Seventh Avenue 343 Peachtree Road, N.E. New York, NY 10019 Atlanta, GA 30326 Tel: (212) 839-5300 Tel: (404) 233-7000 Bruce R. Braun Melanie E. Walker Kendra L. Stead SIDLEY AUSTIN LLP One South Dearborn Chicago, IL 60603 Tel: (312) 853-7000 Counsel for Scott P. Sealy, Sr. Counsel for Grant Thornton LLP Christopher L. Garcia Michael C. Miller Richard W. Slack Michael G. Scavelli Evert J. Christensen, Jr. STEPTOE & JOHNSON LLP Adam Bookman 1114 Avenue of the Americas Raquel Kellert New York, NY 10036 WEIL, GOTSHAL & MANGES LLP Tel: (212) 506-3900 767 Fifth Avenue New York, NY 10153 Counsel for Thomas A. Andruskevich, Counsel for Brian Block Leslie D. Michelson, Edward G. Rendell, William G. Stanley, and Bruce D. Frank Adam L. Fotiades ZUCKERMAN SPAEDER LLP 1800 M Street NW, Suite 1000 Washington, DC 20036-5807 Tel: (202) 778-1800 Daniel P. Moylan ZUCKERMAN SPAEDER LLP 100 East Pratt Street, Suite 2440 Baltimore, MD 21202-1031 Tel: (410) 332-0444 Counsel for Lisa McAlister 6

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 82 of 136 Any Current VEREIT Stockholder who does not make his, her, or its objection in the manner provided herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the Settlement and the Fee Award as set forth in the Stipulation, unless otherwise ordered by the Court, but shall be forever bound by the Judgment to be entered, the dismissal of the Action with prejudice, and any and all of the releases set forth in the Stipulation. 7. At least ten (10) business days prior to the Settlement Hearing, VEREIT’s Counsel shall serve on Matthew M. Houston, Glancy Prongay & Murray LLP, 712 Fifth Avenue, 31st Floor, New York, NY 10019 and file with the Court, proof, by affidavit or declaration, of the publication, filing, and posting of the Notice. 8. All Current VEREIT Stockholders shall be bound by all orders, determinations, and judgments in the Action concerning the Settlement, whether favorable or unfavorable to Current VEREIT Stockholders. 9. Pending final determination of whether the Settlement should be approved, none of Plaintiffs, Plaintiffs’ Counsel, VEREIT or any Current VEREIT Stockholders or other Persons shall commence, continue, or prosecute, or in any way instigate or participate in the commencement, continuation, or prosecution of, any action or proceeding asserting any Released Claims against any of the Non-VEREIT Settling Defendants, or any other Released Person, in any court or tribunal. 10. Pending final determination of whether the Settlement should be approved, the Non-VEREIT Settling Defendants shall not commence, continue, prosecute, or in any way instigate or participate in the commencement, continuation, or prosecution of, any action or 7

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 83 of 136 proceeding asserting any NVSD Released Claims against VEREIT Released Persons, in any court or tribunal. 11. The fact and terms of the Stipulation, including any exhibits attached thereto, all proceedings in connection with the Settlement, and any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) shall not be offered, received, or used in any way against the Settling Parties as evidence of, or be deemed to be evidence of, a presumption, concession, or admission by any of the Settling Parties with respect to the truth of any fact alleged by Plaintiffs or the validity, or lack thereof, of any claim that has been or could have been asserted in the Derivative Actions or in any litigation, or the deficiency or infirmity of any defense that has been or could have been asserted in the Derivative Actions or in any litigation, or of any fault, wrongdoing, negligence, or liability of any of the Released Persons or VEREIT Released Persons; (b) shall not be offered, received, or used in any way against any of the Released Persons or VEREIT Released Persons as evidence of, or be deemed to be evidence of, a presumption, concession, or admission of any fault, misrepresentation or omission with respect to any statement or written document approved, issued, or made by any Released Person or VEREIT Released Persons, or against Plaintiffs as evidence of any infirmity in their claims; or (c) shall not be offered, received, or used in any way against any of the Released Persons or VEREIT Released Persons as evidence of, or be deemed to be evidence of, a presumption, concession, or admission of any liability, fault, negligence, omission or wrongdoing, or in any way referred to for any other reason as against the Released Persons 8

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 84 of 136 or VEREIT Released Persons, in any arbitration proceeding or other civil, criminal, or administrative action or proceeding in any court, administrative agency, or other tribunal. Neither the Stipulation nor the Settlement, nor any act performed or document executed pursuant to or in furtherance thereof, shall be admissible in any proceeding for any purpose, except to enforce the terms of the Settlement; provided, however, the Released Persons and VEREIT Released Persons may refer to the Settlement, and file the Stipulation and/or the Judgment, in any action that may be brought against them to effectuate the liability protections granted them thereunder, including, without limitation, to support a defense or claim based on principles of res judicata, collateral estoppel, full faith and credit, release, standing, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or claim under U.S. federal or state law or foreign law. 12. If the Stipulation is terminated pursuant to its terms, or the Effective Date does not otherwise occur, all proceedings in the Action will revert to their status as of the date immediately preceding the date of the Stipulation. 13. The Court reserves the right to adjourn the date of the Settlement Hearing or modify any other dates set forth herein without further notice to Current VEREIT Stockholders, and retains jurisdiction to consider all further applications arising out of or connected with the Settlement. The Court may approve the Settlement and any of its terms, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to Current VEREIT Stockholders. IT IS SO ORDERED. DATED: ______________________ __________________________________________ HONORABLE ALVIN K. HELLERSTEIN 9

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 85 of 136 10

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 86 of 136 EXHIBIT C 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 87 of 136 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOANNE WITCHKO, Derivatively on Behalf of Nominal Defendant AMERICAN REALTY Lead Case No. 1:15-cv-06043-AKH CAPITAL PROPERTIES, INC., (Consolidated with Case No. Plaintiff, 1:15-cv-08563-AKH) v. NICHOLAS S. SCHORSCH, et al., Defendants, -and- AMERICAN REALTY CAPITAL PROPERTIES, INC., Nominal Defendant. [PROPOSED] FINAL ORDER AND JUDGMENT APPROVING SETTLEMENT This matter came before the Court for hearing pursuant to this Court’s Order Preliminarily Approving Derivative Settlement and Providing for Notice, dated _______ (the “Preliminary Approval Order”), on the application of the Settling Parties for final approval of the Settlement set forth in the Stipulation and Agreement of Settlement dated September 27, 2019 (the “Stipulation”). Due and adequate notice having been given to Current VEREIT Stockholders as required in the Preliminary Approval Order, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed of the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that: 1

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 88 of 136 1. This Final Order and Judgment (“Judgment”) incorporates by reference the definitions in the Stipulation, and except where otherwise specified herein, all capitalized terms used herein shall have the same meanings as set forth in the Stipulation. 2. This Court has jurisdiction over the subject matter of the Action, including all matters necessary to effectuate the Settlement. 3. The Court finds that the Settlement set forth in the Stipulation is fair, reasonable, and adequate as to each of the Settling Parties and Current VEREIT Stockholders, and hereby finally approves the Settlement in all respects and orders the Settling Parties to perform its terms to the extent the Settling Parties have not already done so. 4. The Action, all claims contained therein, and any other Released Claims, any NVSD Released Claims, and any Defendant Parties’ Released Claims, are hereby ordered as fully, finally, and forever compromised, settled, released, discharged and dismissed on the merits and with prejudice by virtue of the proceedings herein and this Judgment. The Settling Parties are to bear their own costs, except as otherwise provided in the Stipulation. 5. Upon the Effective Date, VEREIT, Plaintiffs, and each of VEREIT’s stockholders shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Released Claims against the Released Persons. VEREIT, Plaintiffs, and each of VEREIT’s stockholders shall be deemed to have, and by operation of this Judgment shall have, covenanted not to sue any Released Person with respect to any Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in the Stipulation and/or this Judgment entered pursuant thereto. 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 89 of 136 6. Upon the Effective Date, VEREIT and each of the Released Persons shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of Plaintiffs, their beneficiaries, and Plaintiffs’ Counsel from any and all Defendant Parties’ Released Claims. VEREIT and the Released Persons shall be deemed to have, and by operation of this Judgment shall have, covenanted not to sue Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or any Defendant Parties’ Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Defendant Parties’ Released Claims against Plaintiffs, their beneficiaries, or Plaintiffs’ Counsel except to enforce the releases and other terms and conditions contained in the Stipulation and/or this Judgment entered pursuant thereto. 7. Upon the Effective Date, the Non-VEREIT Settling Defendants shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged the NVSD Released Claims against each respective Non-VEREIT Settling Defendant and the VEREIT Released Persons. The Non-VEREIT Settling Defendants shall be deemed to have, and by operation of this Judgment shall have, covenanted not to sue each respective Non-VEREIT Settling Defendant and the VEREIT Released Persons with respect to any NVSD Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the NVSD Released Claims against the VEREIT Released Persons except to enforce the releases and other terms and conditions contained in the Stipulation and/or this Judgment entered pursuant thereto. 8. Notwithstanding Paragraph 7 of this Judgment, in the event that any Derivative Action other than the Action, or any derivative proceeding filed subsequent to execution of the 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 90 of 136 Stipulation alleging claims that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or Class Action, is permitted to proceed against any Non-VEREIT Settling Defendant: (i) VEREIT shall not be released from any rights of advancement, indemnification, contribution, or any other rights that such Non- VEREIT Settling Defendant has or may have for any claims, demand or losses (all subject to meeting applicable laws, requirements, and standards) arising out of such derivative proceeding; and (ii) GT shall be entitled to receive from VEREIT indemnification for and advancement of reasonable fees, costs, and expenses incurred or paid by GT in defending such derivative proceeding, and (subject to meeting applicable laws) amounts paid by GT in settlement of or in satisfaction of a judgment rendered in such derivative proceeding. 9. Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms of the Supplementary Agreements. 10. The Court finds that Notice was made in accordance with the Preliminary Approval Order and provided the best notice practicable under the circumstances to all Persons entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23.1 and the requirements of due process. 11. The Court finds that during the course of the Action, the Settling Parties and their counsel at all times complied with Federal Rule of Civil Procedure 11. 12. The Court finds that the Fee Award of __________ dollars ($________.00) is fair and reasonable, in accordance with the Stipulation, and finally approves the Fee Award. 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 91 of 136 13. This Judgment, the fact and terms of the Stipulation, including any exhibits attached thereto, all proceedings in connection with the Settlement, and any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) shall not be offered, received, or used in any way against the Settling Parties as evidence of, or be deemed to be evidence of, a presumption, concession, or admission by any of the Settling Parties with respect to the truth of any fact alleged by Plaintiffs or the validity, or lack thereof, of any claim that has been or could have been asserted in the Derivative Actions or in any litigation, or the deficiency or infirmity of any defense that has been or could have been asserted in the Derivative Actions or in any litigation, or of any fault, wrongdoing, negligence, or liability of any of the Released Persons or VEREIT Released Persons; (b) shall not be offered, received, or used in any way against any of the Released Persons or VEREIT Released Persons as evidence of, or be deemed to be evidence of, a presumption, concession, or admission of any fault, misrepresentation or omission with respect to any statement or written document approved, issued, or made by any Released Person or VEREIT Released Persons, or against Plaintiffs as evidence of any infirmity in their claims; or (c) shall not be offered, received, or used in any way against any of the Released Persons or VEREIT Released Persons as evidence of, or be deemed to be evidence of, a presumption, concession, or admission of any liability, fault, negligence, omission or wrongdoing, or in any way referred to for any other reason as against the Released Persons or VEREIT Released Persons, in any arbitration proceeding or other civil, criminal, or administrative action or proceeding in any court, administrative agency, or other tribunal. 5

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 92 of 136 None of this Judgment, the Stipulation, or the Settlement, nor any act performed or document executed pursuant to or in furtherance thereof, shall be admissible in any proceeding for any purpose, except to enforce the terms of the Settlement; provided, however, that the Released Persons and VEREIT Released Persons may refer to the Settlement, the Stipulation, and the Judgment, and may file the Stipulation and/or this Judgment, in any action to effectuate the liability protections granted them thereunder, including, without limitation, to support a defense or claim based on principles of res judicata, collateral estoppel, full faith and credit, release, standing, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or claim under U.S. federal or state law or foreign law. 14. Without affecting the finality of this Judgment in any way, the Court hereby retains continuing jurisdiction over: (a) implementation of the Settlement; and (b) all Settling Parties for the purpose of construing, enforcing, and administering the Stipulation and this Judgment, including, if necessary, setting aside and vacating this Judgment, on motion of a Settling Party, to the extent consistent with and in accordance with the Stipulation if the Effective Date fails to occur in accordance with the Stipulation. 15. This Judgment is a final, appealable judgment and should be entered forthwith by the Clerk in accordance with Federal Rule of Civil Procedure 58. IT IS SO ORDERED. DATED: __________________________________________ HONORABLE ALVIN K. HELLERSTEIN 6

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 93 of 136 EXHIBIT D 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 94 of 136 EXECUTION COPY SECONDARY AGREEMENT This springing Secondary Agreement (“Secondary Agreement”), dated as of September 27, 2019 (the “Effective Date”), is entered into by and between: A. VEREIT, Inc. (“VEREIT”); B. Nicholas S. Schorsch (“Schorsch”); Peter M. Budko (“Budko”); William M. Kahane (“Kahane”); Edward M. Weil (“Weil”); AR Capital, LLC and ARC Properties Advisors, LLC (together, the “AR Capital Parties”); Scott J. Bowman; Brian D. Jones; David Kay; Lisa P. McAlister; Lisa Beeson; Scott P. Sealy, Sr.; Thomas A. Andruskevich; Leslie D. Michelson; Edward G. Rendell; William G. Stanley; Bruce D. Frank; Brian S. Block (“Block”); and Grant Thornton LLP (“GT”) (collectively, with all other individuals and entities listed in Paragraph B, the “Derivative Defendants”). Each of VEREIT and the Derivative Defendants is referred to as a “Party” and collectively as the “Parties”. Although they are not a Party to this Secondary Agreement, each of Joanne Witchko, Edward Froehner, and Jeffrey Turner as trustee for Michele Graham Turner 1995 Revocable Trust (“Witchko Derivative Plaintiffs”), through their undersigned attorneys, approves of the terms contained herein. RECITALS As a preamble to this Secondary Agreement, the Parties state as follows: A. WHEREAS, on September 8, 2019, the Parties, and the Witchko Derivative Plaintiffs, entered into a binding Memorandum of Understanding reflecting the intent of the Parties and the Witchko Derivative Plaintiffs to fully and finally resolve all of the claims that have been or could have been asserted on behalf of VEREIT against the Derivative Defendants (the “Derivative Settlement”), including but not limited to claims that have been or could have been asserted on behalf of VEREIT against the Derivative Defendants in (i) the consolidated shareholder derivative actions captioned as Witchko v. Schorsch, et al., No. 1:15-cv-06043-AKH (the “Witchko Action”), currently pending in the United States District Court for the Southern District of New York (the “Court”), (ii) the shareholder derivative action filed in the Circuit Court for Baltimore City, Maryland, captioned Frampton v. Schorsch, et al., No. 24-C-15-006269, (iii) the shareholder derivative action filed in the Supreme Court of the State of New York, captioned Fran Kosky Roth IRA v. Schorsch, et al., No. 653093/2016, and (iv) the shareholder derivative action filed in the United States District Court for the District of Maryland, captioned Meloche, et al. v. Schorsch, et al., No. 1:16-cv-03366-ELH (collectively, the “Derivative Actions”). B. WHEREAS, the Parties and the Witchko Derivative Plaintiffs have contemporaneously herewith submitted to the Court a Stipulation and Agreement of Settlement (“Stipulation”) seeking a final judgment of the Court resolving the Witchko Action, and the claims that have been or could have been asserted on behalf of VEREIT against the Derivative Defendants 42350.00200 1

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 95 of 136 EXECUTION COPY in the Derivative Actions, in accordance with the terms and provisions of the Stipulation (the “Judgment”); C. WHEREAS, recognizing VEREIT’s ability to settle and compromise claims that have been or could have been asserted in the Derivative Actions (see, e.g., Wolf v. Barkes, 348 F.2d 994 (2d Cir. 1965)), the Parties have entered into this Secondary Agreement to settle and compromise those claims in the event that the Judgment is reversed or vacated on appeal; D. NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations, agreements, conditions, and undertakings set forth herein, as well as other consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: TERMS AND CONDITIONS 1. No Admission. No Party admits any factual or legal assertion that has been advanced in the Derivative Actions, and this Secondary Agreement shall not constitute or be deemed an admission by any Party with respect to any factual or legal assertion that has been advanced in the Derivative Actions. 2. Class Settlement and Derivative Settlement. Concurrently with the Derivative Settlement, VEREIT and certain of the Derivative Defendants have agreed to settle the action captioned In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc- 00040-AKH (the “Class Action” and related “Class Settlement”). GT has agreed to contribute forty-nine million dollars ($49,000,000) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions (the “GT Contribution”). Certain Derivative Defendants, including Schorsch, Budko, Kahane, and Weil (“ARC Individuals”) as well as the AR Capital Parties (collectively, the “ARC Parties”) have agreed to contribute consideration with a value of two-hundred and twenty-five million dollars ($225,000,000) (inclusive of the value of certain operating partnership units in VEREIT Operating Partnership, L.P., and related dividends previously surrendered by some of the ARC Individuals as part of a settlement with the Securities and Exchange Commission, which total $31,972,934 in value) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions (the “ARC Contribution”). Block has agreed to contribute consideration with a value of twelve million, five hundred thousand dollars ($12,500,000) to a global settlement to settle the Class Action, as well as any and all claims in the Derivative Actions (the “Block Contribution”). 3. Conditions Precedent. a. This Secondary Agreement shall have no force and effect in any respect to any Derivative Defendant or VEREIT unless the Court enters the Judgment. b. In the event that the Court enters the Judgment, the Secondary Agreement shall have force and effect with respect to VEREIT and any particular Derivative Defendant only if the Judgment is reversed, modified, or vacated (in whole or in part) by the United States Court of Appeals for the Second Circuit or the Supreme Court of the United States as to VEREIT or as to 42350.00200 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 96 of 136 EXECUTION COPY that particular Derivative Defendant, who thereafter shall be an “Unresolved Defendant.” Notwithstanding the foregoing, this Secondary Agreement shall have no force and effect with respect to VEREIT or any Derivative Defendant if the United States Court of Appeals for the Second Circuit or the Supreme Court of the United States reverses, modifies, or vacates provisions of the Judgment concerning only the Fee Award (as defined in the Stipulation). c. For the avoidance of doubt, if any of the ARC Parties becomes an Unresolved Defendant then each of the ARC Parties shall become an Unresolved Defendant within the meaning of this Secondary Agreement. 4. Reimbursement and Payment of Settlement Consideration. a. If the ARC Parties become Unresolved Defendants, the ARC Parties shall be deemed to have been immediately reimbursed by VEREIT for the amount of the ARC Contribution, and the ARC Parties shall immediately thereafter be deemed to have paid such amounts to VEREIT. Solely for United States federal and applicable state and local income tax purposes, any deemed reimbursement and payment pursuant to this Paragraph 4(a) shall be treated by the ARC Parties as a refund of the ARC Contribution to the ARC Parties in accordance with the terms and provisions of the Stipulation followed by a payment by the ARC Parties to VEREIT in settlement of, and allocable to, the Derivative Actions. b. If Block becomes an Unresolved Defendant, Block shall be deemed to have been immediately reimbursed by VEREIT for the amount of the Block Contribution, and Block shall immediately thereafter be deemed to have paid such amounts to VEREIT. c. If GT becomes an Unresolved Defendant, GT shall be deemed to have been immediately reimbursed by VEREIT for the amount of the GT Contribution, and GT shall immediately thereafter be deemed to have paid such amounts to VEREIT. d. In the event that any Derivative Action other than the Witchko Action, or any derivative proceeding filed subsequent to execution of the Stipulation alleging claims that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or the Class Action, is permitted to proceed against any Unresolved Defendant: (i) VEREIT shall not be released from any rights of advancement, indemnification, contribution, or any other rights that such Unresolved Defendant has or may have for any claims, demand or losses (all subject to meeting applicable laws, requirements, and standards) arising out of such derivative proceeding; and (ii) GT shall be entitled to receive from VEREIT indemnification for and advancement of reasonable 42350.00200 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 97 of 136 EXECUTION COPY fees, costs, and expenses incurred or paid by GT in defending such derivative proceeding, and (subject to meeting applicable laws) amounts paid by GT in settlement of or in satisfaction of a judgment rendered in such derivative proceeding. 5. Releases. Upon this Secondary Agreement coming into full force and effect, the following releases between VEREIT and any Unresolved Defendant (each an “Unresolved Party” and collectively the “Unresolved Parties”) shall automatically and irrevocably be deemed to be valid, in full force and effect, and binding on the Unresolved Parties: a. Unresolved Defendants Releases. The Unresolved Defendants shall be deemed to have fully, finally, and forever released, relinquished, and discharged the NVSD Released Claims (as defined in the Stipulation) against each respective Non-VEREIT Settling Defendant (as defined in the Stipulation) and the VEREIT Released Persons (as defined in the Stipulation). The Unresolved Defendants shall be deemed to have covenanted not to sue each respective Non-VEREIT Settling Defendant and the VEREIT Released Persons with respect to any NVSD Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the NVSD Released Claims against the VEREIT Released Persons except to enforce the releases and other terms and conditions contained in this Secondary Agreement. b. VEREIT Releases. VEREIT shall be deemed to have fully, finally, and forever released, relinquished, and discharged the Released Claims (as defined in the Stipulation) against the Unresolved Defendants. VEREIT shall be deemed to have covenanted not to sue any Unresolved Defendant with respect to any Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Released Claims against the Unresolved Defendants except to enforce the releases and other terms and conditions contained in this Secondary Agreement. c. Dismissal. VEREIT shall promptly seek to have dismissed or otherwise terminated, to the extent they have not been already, the Derivative Actions. In the event that, subsequent to the execution of this agreement, any derivative proceeding is filed alleging claims that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Derivative Actions or the Class Action, VEREIT shall promptly seek to have dismissed or otherwise terminated such subsequent derivative proceeding. 6. Unknown Claims. The Parties acknowledge that there is a risk that subsequent to the execution of this Secondary Agreement, a Party may discover, incur, or suffer from claims that were unknown or unanticipated at the time this Settlement Agreement was executed, including, without limitation, unknown or unanticipated claims which, if known, may have materially affected a Party’s decision to execute this Settlement Agreement (the “Unknown Claims”). The Parties acknowledge that, subject to any exceptions set forth in this Secondary Agreement, they are assuming the risk of such Unknown Claims. The Parties expressly waive the benefits of California Civil Code § 1542, which provides: 42350.00200 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 98 of 136 EXECUTION COPY A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. The Parties likewise expressly waive the benefits conferred by any law or principle of common law that, similar or equivalent to California Civil Code § 1542, preserves claims not known or suspected to exist in their favor which, if known or anticipated, would have materially affected the execution of this Secondary Agreement. The Parties hereby represent that they are not aware of any such Unknown Claims at this time, and the Parties agree that this representation is a material term of this release of Unknown Claims. 7. Survival. Anything else in this Secondary Agreement notwithstanding, the Parties do not release any Party from any claims related to the enforcement of this Secondary Agreement. 8. Confidentiality. The Parties agree that there will be no public announcements or disclosure regarding this Secondary Agreement until its terms and contents are disclosed to the Court. 9. Binding Effect. The Parties intend for this Secondary Agreement to be binding to the fullest extent allowable under law. 10. Headings. The headings set forth in this Secondary Agreement have been inserted for the convenience of reference only. Such headings shall not be considered a part of this Secondary Agreement, and neither shall they limit, modify, or affect in any way the meaning or interpretation of this Secondary Agreement. 11. Severability. If any provision of this Secondary Agreement, other than Paragraphs 1 through 7, is determined by a final, non-appealable judgment of a court of competent jurisdiction to be illegal, invalid, or unenforceable, such determination shall not affect the balance of this Secondary Agreement, which shall remain in full force and effect as such illegal, invalid, or unenforceable provision shall be deemed severable. If one or more of Paragraphs 1 through 7 is determined by a final, non-appealable judgment of a court of competent jurisdiction to be illegal, invalid, or unenforceable, Paragraph 12 will remain in full force and effect. 12. Impact of Invalidity. In the event that this Secondary Agreement is determined by a final, non-appealable judgment of a court of competent jurisdiction to be illegal, invalid, or unenforceable in its entirety or as to any of Paragraphs 1 through 7, then: a. VEREIT shall deposit one hundred ninety-three million, twenty-seven thousand, and sixty-six dollars ($193,027,066) into an escrow account that (along with interest earned thereon) shall remain under VEREIT’s sole possession, custody, and control pending the resolution of any litigation between any of the ARC Parties and VEREIT; b. VEREIT shall deposit twelve million, five hundred thousand dollars ($12,500,000) into an escrow account that (along with interest earned thereon) shall remain under VEREIT’s sole possession, custody, and 42350.00200 5

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 99 of 136 EXECUTION COPY control pending the resolution of any litigation between Block and VEREIT; c. VEREIT shall deposit forty-nine million dollars ($49,000,000) into an escrow account that (along with interest earned thereon) shall remain under VEREIT’s sole possession, custody, and control pending the resolution of any litigation between GT and VEREIT; and d. any releases provided by VEREIT to Derivative Defendants, any releases provided by Derivative Defendants to VEREIT, and any releases provided by Derivative Defendants to each other, shall be null and void. For the avoidance of doubt, VEREIT shall be entitled to pursue any and all claims against the Derivative Defendants, including but not limited to, claims for contribution in respect of the Class Settlement, and the Derivative Defendants shall be entitled to assert any rights to indemnification or advancement of fees that they would have otherwise been entitled to assert, and GT shall be entitled to pursue its claims. Nothing in this Paragraph 12(d) shall affect the terms agreed to in any separate agreement by any of the Parties to the Stipulation. 13. Drafter. None of the Parties to this Secondary Agreement shall be considered to be the drafter of this Settlement Agreement or any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter. 14. Governing Law. This Secondary Agreement is governed by the laws of the State of New York, without regard to any principles of conflicts of law. 15. Disputes Regarding the Secondary Agreement. Any dispute regarding the interpretation or implementation or operation of this Secondary Agreement shall be decided by the Hon. Layn Phillips, acting as arbitrator, whose determinations shall be binding and non- appealable. 16. Counterparts. This Secondary Agreement may be executed in counterparts and, as so executed, shall constitute one and the same agreement, and shall be binding on the Parties. A copy, PDF, or facsimile of a signature on this Settlement Agreement shall have the same force and effect as an original signature. [Execution Pages Follow] 42350.00200 6

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Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 106 of 136 EXECUTION COPY EXECUTED AND AGREED: PAUL, WEISS, R[FK[ND, WHARTON & MILBANK LLP. on behalf of VEREIT GARRISON LLP, on behalf of Nicholas S. Schorsch KELLOGG, HANSEN, TODD, FIGEL & KIRKLAND & ELLIS LLP, on behalf of FREDERICK, P.L.L.C., ou behalf of AR David Kay Capital, LLC, ARC Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil STEPTOE & JOHNSON LLP, on behalf of PETRILLO KLEIN & BOXER LLP, on behalf Brian Block of Lisa Beeson Ry: MORRIS, MANNING & MARTIN LLP, ON WEIL, GOTSHAL & MANGES LLP, ON behalf of Scott P. Sealy, Sr. behalf of Thomas A. Andruskevich, Leslie D, Michelsoa, Edward G. Rendell, William G. Stanley, and Bruce D. Frank By By: ZUCKERMAN SPAEDERLLP, onbehalf of SIDLEY AUSTIN LLP, on behalf of Grant Lisa McAlister Thornton LLP By: 7

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 107 of 136 EXECUTION COPY EXECUTED AND AGREED: PAUL, WEISS, RIFKIND, WHARTON & MILBANK LLP, on behalf of VEREIT GARRISON LLP, on behalf of Nicholas S. Schorsch By: By: KELLOGG, HANSEN, TODD, FIGEL & KIRKLAND & ELLIS LLP, on behalf of FREDERICK, P.L.L.C., on behalf of AR David Kay Capital, LLC, ARC Properties Advisors, LLC, Scott J. Bowman, Peter M. Budko, Brian D. Jones, William M. Kahane, and Edward M. Weil By: By: STEPTOE & JOHNSON LLP, on behalf of PETRILLO KLEIN & BOXER LLP, on behalf Brian Block of Lisa Beeson By: By: MORRIS, MANNING & MARTIN LLP, on WEIL, GOTSHAL & MANGES LLP, on behalf of Scott P. Sealy, Sr. behalf of Thomas A. Andruskevich, Leslie D. Michelson, Edward G. Rendell, William G. Stanley, and Bruce D. Frank By: By: ZUCKERMAN SPAEDER LLP, on behalf of SIDLEY AUSTIN LLP, on behalf of Grant Lisa McAlister Thornton LLP By: ___________________________ By: 42350.00200 7

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Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 110 of 136

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 111 of 136 EXHIBIT E 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 112 of 136 DATED: 8/23/2019 EXECUTION COPY AGREEMENT REGARDING SETTLEMENT, CONTRIBUTION, AND RELEASE This binding Agreement Regarding Settlement, Contribution, and Release (the “Settlement Agreement”) is made and entered into between and among (i) VEREIT, Inc., formerly known as American Realty Capital Properties, Inc., and VEREIT Operating Partnership, L.P., formerly known as ARC Properties Operating Partnership, L.P. (“VEREIT OP” and, with VEREIT, Inc., collectively “VEREIT”), (ii) Nicholas S. Schorsch, Shelley Schorsch, Peter M. Budko, William K. Kahane, Edward M. Weil, AR Capital, LLC (“AR Capital”), and ARC Properties Advisors, LLC (together, the “AR Capital Parties”). Each of the foregoing individually is referred to as a “Party” and collectively they are referred to as the “Parties”. RECITALS WHEREAS, many of the Parties are parties to one or all of (i) the action captioned In re American Realty Capital Properties, Inc. Litigation, Civil Action No. 1:15-mc-00040-AKH (S.D.N.Y.) (the “Class Action”), currently pending in the United States District Court for the Southern District of New York (the “Court”), and (ii) the consolidated actions captioned as Witchko v. Schorsch, No. 1:15-cv-06043-AKH (S.D.N.Y.), currently pending in the Court, the action captioned as Frampton v. Schorsch, No. 24-C-15-006269 (Md. Cir. Ct.), currently pending in the Circuit Court for Baltimore City, Maryland, the action captioned as Fran Kosky Roth IRA v. Schorsch, No. 653093/2016 (N.Y. Sup. Ct.), currently pending in the Supreme Court of the State of New York, and the action captioned as Meloche v. Schorsch, No. 1:16-cv-03366-ELH (D. Md.), currently pending in the United States District Court for the District of Maryland (together, the “Derivative Actions” and with the Class Action, the “Actions”); WHEREAS, with the exception of the matters specifically identified and described herein, the Parties wish to fully and finally resolve all claims, demands, losses, rights, and causes of action of any nature whatsoever that (i) VEREIT has against any of the AR Capital Parties, and (ii) that any of the AR Capital Parties has against VEREIT, including but not limited to, all claims, demands, losses, rights, and causes of action of any nature whatsoever that arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Actions; WHEREAS, the Parties have not reached agreement with the plaintiffs in the Derivative Actions, and final consummation of the agreement set forth herein is contingent upon a final resolution of the Derivative Actions being achieved; and WHEREAS, the Parties have reached agreement on the terms and conditions for which the AR Capital Parties would contribute to a fund to settle the Actions (“Settlement Fund”). NOW THEREFORE, in consideration of the mutual promises, covenants, obligations, agreements, conditions, and undertakings set forth herein, as well as other considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 113 of 136 EXECUTION COPY TERMS AND CONDITIONS 1. AR Capital Settlement Amount. The Parties agree that the AR Capital Parties collectively shall contribute $225,000,000 to the Settlement Fund (the “AR Capital Settlement Amount”), which amount shall represent the AR Capital Parties’ sole contribution to the settlement of the Actions. VEREIT acknowledges that the AR Capital Parties already have funded $31,972,934 of the AR Capital Settlement Amount. The balance of the AR Capital Settlement Amount will be paid by the AR Capital Parties at the same time that VEREIT provides funds to settle the Class Action pursuant to an agreement to be reached by the plaintiffs in the Class Action, VEREIT, and the AR Capital Parties (“Plaintiffs’ Settlement Agreement”). 2. Source of Funds. The AR Capital Parties may fund the AR Capital Settlement Amount with any combination, at their election, of (i) cash, (ii) surrender and assignment to VEREIT of any of the 19,644,581 operating partnership units in VEREIT OP (“OP Units”) owned or controlled by the AR Capital Parties, (iii) dividends/distributions on account of the OP Units, and (iv) interest on dividends/distributions (in an amount no greater than the limit in Paragraph 5 of this Settlement Agreement). 3. Valuation of OP Units. To the extent that any of the AR Capital Parties fund the AR Capital Settlement Amount with OP Units as described in clause (ii) of Paragraph 2, each OP Unit will be valued based on the volume weighted average price of VEREIT common stock on the fifth trading day after the agreement to settle the Class Action is publicly announced. No later than three (3) days after such trading day, the AR Capital Parties shall provide notice to VEREIT of the number of OP Units, amount of dividends/distributions, amount of interest, and amount of cash that they will elect to use to fund the AR Capital Settlement Amount in accordance with Paragraph 2. 4. Valuation of Dividends/Distributions. The Parties agree that the value of the dividends/distributions referred to in clause (iii) of Paragraph 2 is $42,684,838 as of the date of execution of this Settlement Agreement, and that such value is subject to upward adjustment for dividends/distributions on the OP Units designated as being used to fund the AR Capital Settlement Amount based on any additional dividends/distributions declared by VEREIT to its common shareholders for which the record date occurs before the date of funding as described in Paragraph 1. For the avoidance of doubt, this upward adjustment for dividends/distributions on the OP Units designated as being used to fund the AR Capital Settlement Amount will include the dividend/distribution announced by VEREIT on August 5, 2019, scheduled to be paid on October 15, 2019. 5. Valuation of Interest. The Parties agree that the value of interest on dividends/distributions referred to in clause (iv) of Paragraph 2 is $2,500,000. 6. Side A Insurance Proceeds. a. VEREIT acknowledges that the AR Capital Parties will seek to recover proceeds under the following excess difference in conditions insurance policies covering a policy period from February 7, 2014 through February 7, 2015 (the “Side A Policies”): (i) Westchester Fire Insurance Company Policy No. G243714402002, (ii) STARR Policy No. 42350.0020042350.00200 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 114 of 136 EXECUTION COPY SISIXFL21156814, (iii) RSUI Policy No. NHS655965, and (iv) AXIS Policy No. MNH779259/01/2014. VEREIT will cooperate fully with the AR Capital Parties in their pursuit of coverage under the Side A Policies, including providing written confirmation as soon as practicable to the Side A insurers which parties VEREIT does not believe it has a duty to indemnify. The AR Capital Parties shall be entitled to obtain such proceeds under the Side A Policies (in an allocation to be determined by the AR Capital Parties), if and only if, in the event that the Actions are settled, the AR Capital Parties have used their best efforts to obtain for VEREIT from the insurance carriers who issued the Side A Policies, full and complete releases from all claims, demands, losses, rights, and causes of action of any nature whatsoever that arise out of, are based upon, or relate to in any way any of the Side A Policies, that could potentially be brought against VEREIT. b. In the event the AR Capital Parties cannot obtain the settlement and/or release contemplated in Paragraph 6.a, and VEREIT is made a party or threatened to be made a party to any action by the insurers that issued or hold the Side A Policies (or anyone acting at their direction, collectively the “Side A insurers”) or in connection with any third party discovery to which VEREIT is subject in connection with the litigation between the Side A Insurers and the AR Capital Parties: i. the AR Capital Parties, jointly and severally, agree to indemnify and hold harmless VEREIT and VEREIT’s directors, officers, employees, and agents (collectively, the “Indemnitees”) from and against any losses, claims, damages or liabilities (including, without limitation, advancement and indemnification of reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted as such fees and expenses are incurred, joint or several, to which any of the Indemnitees may become subject, insofar as such losses, claims, damages or liabilities) arising out of or are based upon any action related to the Side A Policies; ii. at their election, the AR Capital Parties may assume control of the defense against any such losses, claims, damages or liabilities. If the AR Capital Parties assume control of the defense of such claim, VEREIT shall have the right to employ separate counsel (selected in its reasonable discretion subject to subsection (iv) below) and to participate in the defense thereof and have fees of separate counsel advanced by the AR Capital Parties, if (i) the AR Capital Parties have failed diligently to pursue or defend such claim or (ii) if the AR Capital Parties counsel determines that a conflict of interest has arisen that requires separate representation. If VEREIT believes, contrary to the view of the AR Capital Parties’ counsel, that a conflict of interest has arisen, the General Counsel of VEREIT and the Deputy General Counsel of AR Global shall meet and confer to resolve any disagreement. If they are unable to resolve such disagreement, VEREIT may invoke the dispute resolution procedures of Paragraph 21 for binding arbitration; the prevailing party attorneys’ fees provision of Paragraph 22 shall apply to any such arbitration; and iii. in the event the AR Capital Parties do not assume control of the defense of such claim, the AR Capital Parties will advance all costs and expenses 42350.0020042350.00200 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 115 of 136 EXECUTION COPY (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding) incurred by any of the Indemnitees arising out of or related to the foregoing; and iv. if VEREIT retains as outside counsel Milbank LLP and seeks any indemnification or advancement of reasonable attorneys’ fees as provided for under Paragraph 6(b), VEREIT agrees that it will not seek indemnification or advancement at a rate that exceeds a ten (10) % discount on Milbank LLP’s standard rates. c. VEREIT shall have no obligation to advance to the AR Capital Parties, or to indemnify the AR Capital Parties for, any fees or expenses, legal or otherwise, incurred in connection with litigating against, or negotiating or settling with, the insurers that issued the Side A Policies. d. Each of the AR Capital Parties represent and warrant that, as of the date of this Agreement, other than as set forth in this Agreement, they are not aware of any threatened or pending action by any insurer against VEREIT relating to the Actions. 7. SEC Disgorgement or Penalties. For the avoidance of doubt, to the extent that VEREIT recovers or receives any of the disgorgement or penalty amounts paid by the AR Capital Parties or Brian Block to the U.S. Securities and Exchange Commission (“SEC”) in connection with the matter captioned SEC v. AR Capital, LLC, Nicholas Schorsch and Brian Block, 19 Civ. 6603 (S.D.N.Y.) (the “SEC Action”), such amounts are intended to be for the benefit of VEREIT only and will not be credited in any way towards the obligation of the AR Capital Parties to fund the AR Capital Settlement Amount. This Paragraph 7 does not apply to the OP Units already surrendered to VEREIT with the value of $31,972,934, as referenced in Paragraph 1 hereof. 8. ARCT III & ARCT IV Insurance. For the avoidance of doubt, the Parties agree that, with respect to amounts received going forward from XL Specialty Insurance Company under Management Liability and Company Reimbursement Insurance Policy Numbers ELU125019-12 and ELU127059-12 issued to American Realty Capital Trust III, Inc., and American Realty Capital Trust IV, Inc., respectively (the “ARCT III/IV Insurance”): a. the AR Capital Parties will receive the first $2,270,887.52 of any such amounts, such that the amount of $2,270,887.52 to be received by the AR Capital Parties and the amount of $567,721.88 previously received by VEREIT, which together will comprise the first $2,838,609.40 paid out of the ARCT III/IV Insurance, will have been split between the Parties, with 80% going to the AR Capital Parties and 20% going to VEREIT; and b. the Parties will split all amounts received from the ARCT III/IV Insurance above and beyond this initial $2,838,609.40, with 80% of such amounts going to the AR Capital Parties and 20% of such amounts going to VEREIT. 42350.0020042350.00200 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 116 of 136 EXECUTION COPY 9. Conditions Precedent. In the event that either of the following two conditions: i. that the Court shall have finally approved settlement of the Class Action pursuant to Federal Rule of Civil Procedure 23, with such approval becoming final after exhaustion of any appeals or the time for such appeals having expired; or ii. that the courts shall have finally approved resolutions of the Derivative Actions pursuant to Federal Rule of Civil Procedure 23.1 or applicable state laws and procedures, or otherwise have dismissed the Derivative Actions, with such orders resolving the Derivative Actions becoming final after exhaustion of any appeals or the time for such appeals having expired; are not met and are no longer capable of being met, then the Settlement Agreement shall be null and void and of no force and effect in any respect except that the Parties will revert to the original positions that they were in before any amounts transferred in Paragraph 2 above or Paragraph 13 below. The Parties agree to use reasonable efforts to ensure that any exchange provides each Party with value equivalent to that it possessed at the time of execution of this Settlement Agreement, and that any disputes over value will be subject to binding arbitration before Layn Philips. 10. Releases; Unknown Claims. Upon the occurrence of all of the conditions precedent set forth in this Settlement Agreement (including those in Paragraph 9), the following releases shall automatically and irrevocably be deemed to be valid, in full force and effect, and binding on the Parties: a. AR Capital Parties Releases. The AR Capital Parties, on behalf of themselves and their descendants, successors, heirs, legatees, devisees or trusts or family limited partnerships created for the benefit of any of the foregoing, as well as on behalf of the AR Capital Parties’ parent and subsidiary entities, and any of the aforementioned parties’ directors, officers, employees, agents, attorneys, advisors, and the successors and assigns of each of the foregoing persons and entities (collectively, the “AR Capital Released Parties”) hereby fully, finally, and forever compromise, settle, release, resolve, relinquish, waive, and discharge VEREIT and VEREIT’s parent and subsidiary entities, and each of their respective current and former shareholders, directors, officers, employees, agents, auditors, accountants, attorneys, advisors and underwriters, and the successors and assigns of each of the foregoing persons and entities (collectively, the “VEREIT Released Parties”), from and against any and all claims, causes of action, liabilities, remedies, losses, or obligations of every nature and description, whether known or unknown, whether or not inchoate, whether arising under federal, state, common or foreign law, whether class or individual in nature that the AR Capital Released Parties have or might have against any of the VEREIT Released Parties, including, but not limited to, all rights, claims, or obligations arising under (i) the Conformed Articles of Amendment and Restatement for American Realty Capital Properties, Inc., (ii) the Bylaws of American Realty Capital Properties, Inc., (iii) the Third Amended and Restated Agreement of Limited Partnership of ARC Properties Operating Partnership, L.P., (iv) the indemnification agreements between VEREIT, on the one hand, and the individual AR Capital Parties, on the other hand, (v) the employment agreements between VEREIT, on the one hand, and the individual AR Capital Parties, on the other hand, (vi) the Amended and Restated 42350.0020042350.00200 5

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 117 of 136 EXECUTION COPY Management Agreement by and between American Realty Capital Properties, Inc. and ARC Properties Advisors, LLC, dated as of February 28, 2013 (the “Management Agreement”), (vii) the Acquisition and Capital Services Agreement by and between American Realty Capital Properties, Inc. and American Realty Capital II, LLC, dated as of September 6, 2011 (the “Services Agreement”), (viii) any successor, predecessor, or amended contracts, or any other contracts, agreements, or other legally operative documents, and (ix) Maryland, Delaware, or New York state law. Notwithstanding the foregoing, the AR Capital Released Parties do not release any rights to advancement or indemnification, whether under any prior written agreements with VEREIT including the foregoing (i) through (ix) or under applicable law, for any claims, demands, losses or proceedings that arise out of, are based upon, or relate to in any way the allegations, acts, transactions, facts, events, matters, occurrences, representations or omissions involved, set forth, alleged or referred to, in the Actions, including but not limited to any claims asserted or threatened to be asserted by an investor who elects not to participate in the settlement of the Class Action or is not a member of the settlement class, including but not limited to the claims asserted in the matters of Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., No. 15 Civ. 307 (S.D.N.Y.) and Lakewood Capital Partners, L.P. v. American Realty Capital Properties, Inc., Index No. 653676-2019 (N.Y. Sup. Ct.) (the Jet Capital and Lakewood actions, collectively, the “Opt-Out Actions”), and VEREIT will not seek any separate contribution from the AR Capital Released Parties in any future settlements of any such matters. Each of the AR Capital Parties represent and warrant that, as of the date of this Agreement, other than the Opt-Out Actions, they have not been sued in any action, and they are not aware of any threatened action or pending investigation that is unknown to VEREIT, that could give rise to advancement or indemnification under the prior sentence. For the avoidance of doubt, the AR Capital Parties agree not to seek indemnification or advancement for any action that relates predominantly to RCS Capital Corporation, including without limitation, the action captioned RCS Creditor Trust v. Schorsch et al., C.A. No. 2017-0178-SG (Del. Ch.). The Parties also agree that unless and until the AR Capital Parties obtain the release for VEREIT from the insurers that issued the Side A Policies as contemplated in Paragraph 6.a, the AR Capital Parties’ rights to indemnification (if any) for amounts paid out under the Side A Policies remain in full force and effect, including, but not limited to, any rights of subrogation granted to the insurers that issued the Side A Policies. The Parties further agree that no release in this clause or any other provision of this Settlement Agreement will limit the AR Capital Parties rights to enforce Paragraphs 12 and 13 of this Settlement Agreement. b. VEREIT Releases. VEREIT, on behalf of themselves and their parent and subsidiary entities, and the successors and assigns of each of the foregoing persons and entities (collectively, the “VEREIT Releasing Parties”) hereby fully, finally, and forever compromise, settle, release, resolve, relinquish, waive, and discharge the AR Capital Released Parties (as defined above) from and against any and all claims, causes of action, liabilities, remedies, losses, or obligations of every nature and description, whether known or unknown, whether or not inchoate, whether arising under federal, state, common or foreign law, whether class or individual in nature that the VEREIT Releasing Parties have or might have against any of the AR Capital Released Parties. For the avoidance of any doubt, pursuant to the foregoing VEREIT fully, finally and forever releases any rights, 42350.0020042350.00200 6

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 118 of 136 EXECUTION COPY remedies, claims or causes of action related to the Subject Shares, as defined in Paragraph 9 of the Schorsch Agreement, dated December 12, 2014. c. Unknown Claims. The Parties hereto acknowledge that there is a risk that subsequent to the execution of this Settlement Agreement, a Party may discover, incur, or suffer from claims which were unknown or unanticipated at the time this Settlement Agreement was executed, including, without limitation, unknown or unanticipated claims which, if known, may have materially affected a Party’s decision to execute this Settlement Agreement (the “Unknown Claims”). The Parties acknowledge that, subject to exceptions set forth in the above clauses of this paragraph, they are assuming the risk of such Unknown Claims. The Parties expressly waive the benefits of any law that preserves claims not known or suspected to exist in their favor which, if known or anticipated, would have materially affected the execution of this Settlement Agreement. The Parties hereby represent that they are not aware of any such Unknown Claims at this time, and the Parties agree that this representation is a material term of this release of Unknown Claims. d. Bar Order. VEREIT hereby agrees that, in connection with any resolution of the Class Action involving entry of a bar order under the Private Securities Litigation Reform Act or other applicable law, it will not seek any releases of claims against the AR Capital Releasing Parties that are broader in scope than the releases set forth in subsection (a) of this Paragraph. e. Survival. Anything else in this Settlement Agreement notwithstanding, the Parties do not release any Party from any claims related to the enforcement of this Settlement Agreement. 11. Covenant Not to Sue. The AR Capital Released Parties covenant and agree not to bring or maintain any claim against the VEREIT Releasing Parties that is released by Paragraph 10 of this Settlement Agreement. The VEREIT Releasing Parties covenant and agree not to bring or maintain any claim against the AR Capital Released Parties that is released by Paragraph 10 of this Settlement Agreement. 12. Fitracks. The Parties agree that they will continue to comply with the orders of the Delaware Court in the matter of Edward M. Weil v. VEREIT Operating Partnership, L.P., No. CA 02017-0613-JTL, regarding fees incurred by counsel to the AR Capital Parties, including any fees incurred through the date on which the conditions of Paragraph 9 of this Settlement Agreement are met, but only for fees incurred (i) in connection with the Actions until the date on which the conditions of Paragraph 9 of this Settlement Agreement are met, (ii) in connection with the Opt- Out Actions until such time as resolution of the Opt-Out Actions is completed, and (iii) in connection with any newly filed action contemplated by the continuing indemnity set forth in Paragraph 10.a. 13. Sources Not Used to Fund Settlement. a. OP Units. With respect to any existing OP Units held by the AR Capital Released Parties not used by the AR Capital Parties to fund the AR Capital Settlement Amount (the “Remaining OP Units”), the Parties agree that VEREIT will redeem the 42350.0020042350.00200 7

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 119 of 136 EXECUTION COPY Remaining OP Units for cash or stock, at the election of VEREIT as set forth herein. For Remaining OP Units redeemed for cash, VEREIT will pay to the AR Capital Parties cash, at the per-unit value as determined by the formula provided in Paragraph 3, on the date of funding as described in Paragraph 1. For Remaining OP Units redeemed for common stock, VEREIT will take the steps necessary to convert the OP Units and issue the common stock to the AR Capital Parties on the later of (i) the date of funding as described in Paragraph 1 or (ii) the first business day following January 1, 2020. The Parties will cooperate to agree upon the necessary and appropriate documentation to effectuate any such redemption, including any redemption notice in accordance with the Limited Partnership Agreement of VEREIT Operating Partnership. b. Dividends/Distributions. VEREIT agrees that to the extent any dividends/distributions identified in Paragraph 2(iii) are not used by the AR Capital Parties to fund the AR Capital Settlement Amount (the “Remaining Dividends/Distributions”), such Remaining Dividends/Distributions will be paid to the AR Capital Parties on the date of funding as described in Paragraph 1. The value of the Remaining Dividends/Distributions is subject to upward adjustment for dividends/distributions on the Remaining OP Units based on any additional dividends/distributions declared by VEREIT to its common shareholders for which the record date occurs before the date of funding as described in Paragraph 1. c. Interest. VEREIT agrees that to the extent any interest is not used by the AR Capital Parties to fund the AR Capital Settlement Amount (the “Remaining Interest”), such Remaining Interest will be paid to the AR Capital Parties on the date of funding as described in Paragraph 1. d. No Defenses. VEREIT hereby waives any argument for avoiding compliance with the terms of this Paragraph 13 based on any claims or causes of actions that were or could have been asserted in the Actions, including but not limited to any claims for contribution, cross-claims, or claims that might have been brought by plaintiffs in the Derivative Actions. 14. Non-Disparagement. Neither VEREIT nor the AR Capital Parties shall (i) make any statement or comment which disparages, denigrates, impugns, or discredits any Party hereto, or its business skills, practices, procedures or policies, relations with past or present employees, or compliance or non-compliance with any laws or regulations, or (ii) act in any manner which is intended to or does damage to business or personal reputation of any Party hereto; provided, that nothing in clause (ii) shall limit any Party from conducting its business and affairs in the ordinary course even if such ordinary course activity has or may have an adverse effect on any Party. Nothing contained herein shall prohibit any Party from giving a truthful response to any duly served subpoena or discovery request in a pending litigation. In addition, nothing contained herein shall prohibit any Party from making truthful statements in connection with any litigation concerning the Side A Policies referred to in Paragraph 6 hereof, or in connection with any communications with any regulator or government agency, or to any court in connection with any matter, including the SEC Action. 42350.0020042350.00200 8

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 120 of 136 EXECUTION COPY 15. Requirement to Reach Agreement in the Actions. Notwithstanding any other provision in this Settlement Agreement, unless agreement is reached within 15 calendar days of the execution of this Settlement Agreement by all of the Parties to this Settlement Agreement on the one hand, with all of the plaintiffs in the Actions on the other hand, to resolve all of the Actions to the full satisfaction of all of the Parties to this Settlement Agreement, subject to agreement for extensions of this period in writing among the Parties, then this Settlement Agreement will be deemed terminated, will be null and void and will have no further force or effect. 16. Binding Effect. This Settlement Agreement, including the releases herein, shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors, and assigns, and the other specified persons who are the beneficiaries of the releases. Notwithstanding the foregoing, the terms of this Settlement Agreement may be enforced solely by the Parties or any legal representative, successor, or assignee of any Party to this Settlement Agreement, including by such person on behalf of any released person or entity that is not a party to this Settlement Agreement. 17. Entire Agreement; Written Modifications Only. This Settlement Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter described herein, and shall supersede any prior and contemporaneous undertakings of the Parties in connection therewith. No Party has made any representation or warranty to another Party concerning the subject matter of the Settlement Agreement, except as expressly set forth herein. This Settlement Agreement may not be altered, amended, or modified in any respect whatsoever, except by a writing duly executed by the Parties. This provision cannot be waived by subsequent parol agreement or any actions or conduct of the Parties. 18. Knowledge, Non-Reliance, and Assumption of Risk. Each Party acknowledges, represents and warrants that it has read the Settlement Agreement and has consulted with its attorneys concerning the terms, conditions, and consequences of the Settlement Agreement, and, based on that review, fully comprehends the legal and practical import of the Settlement Agreement. Each Party further acknowledges and represents that such Party is entering into the Settlement Agreement voluntarily and in reliance upon its respective judgment, belief, and knowledge of the Settlement Agreement, and on the advice of its own selected attorneys. 19. Severability. If any provision of this Settlement Agreement, other than Paragraphs 1 through 15, is determined by a final, non-appealable judgment of a court of competent jurisdiction to be illegal, invalid, or unenforceable, such determination shall not affect the balance of this Settlement Agreement, which shall remain in full force and effect as such illegal, invalid, or unenforceable provision shall be deemed severable. 20. Drafter. None of the Parties to this Settlement Agreement shall be considered to be the drafter of this Settlement Agreement or any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter. 21. Choice of Law; Binding Arbitration. This Settlement Agreement shall be governed by and construed, enforced, and performed in accordance with the law of the State of New York, without regard to any otherwise applicable rules relating to conflicts of laws. With 42350.0020042350.00200 9

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 121 of 136 EXECUTION COPY respect to any dispute between the Parties regarding, related to, or arising out of this Settlement Agreement, the Parties agree to submit to the exclusive jurisdiction of Judge Layn R. Phillips of Phillips ADR for binding arbitration. Any petition to confirm or vacate an award arising from such arbitration shall be brought in the United States District Court for the Southern District of New York, if it has or can acquire jurisdiction, or if it does not or cannot acquire jurisdiction, then the courts of the State of New York in New York County. 22. Prevailing Party Attorneys’ Fees. Should any Party institute any action or proceeding to enforce any provision of this Settlement Agreement or for damages by reason of any alleged breach of any provision of this Settlement Agreement, the prevailing Party shall be entitled to recover from the other Party all costs and expenses (including reasonable attorneys’ fees) incurred by such prevailing Party in connection with such action or proceeding. 23. Authority. Each person signing this Settlement Agreement hereby represents and warrants that she or he is authorized to sign this Settlement Agreement on behalf of the applicable Party or Parties listed below. 24. Headings. The headings set forth in this Settlement Agreement have been inserted for the convenience of reference only. Such headings shall not be considered a part of this Settlement Agreement, and neither shall they limit, modify, or affect in any way the meaning or interpretation of this Settlement Agreement. 25. Counterparts. This Settlement Agreement may be executed in counterparts and, as so executed, shall constitute one and the same agreement, and shall be binding on the Parties. A copy, PDF, or facsimile of a signature on this Settlement Agreement shall have the same force and effect as an original signature [Execution Pages Follow] 42350.0020042350.00200 10

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 122 of 136 EXECUTION COPY

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 123 of 136 EXECUTION COPY Edward M. Weil, Jr. Chief Executive Officer Edward M. Weil, Jr. Chief Executive Officer

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 124 of 136 EXHIBIT F 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 125 of 136 EXECUTION COPY 9/8/2019 SIDE LETTER TO SETTLEMENT AGREEMENT Reference is made to the Agreement Regarding Settlement, Contribution, and Release (the “Settlement Agreement”), executed on August 23, 2019, between and among the undersigned Parties. Capitalized terms used herein have the same meaning as provided in the Settlement Agreement. This side letter, dated September 8, 2019 (the “Side Letter”), is executed between and among the Parties to the Settlement Agreement. The Parties hereby agree as follows: 1. Class Action Payment. The Parties agree that VEREIT will be solely responsible for funding $31,972,934 of the $225,000,000 set forth in paragraph 2(a)(ii) of the memorandum of understanding with the plaintiffs in the Class Action (the “Class MOU”). 2. Derivative Actions. With respect to the Derivative Actions, the Parties agree, in addition to the applicable terms of the Settlement Agreement, that: a. the final release agreed to for the Derivative Action before the Court (Witchko) will be drafted to make clear that (i) the release includes all claims that were or could have been brought in any of the Derivative Actions and (ii) in the event that any Derivative Action is not resolved, VEREIT will provide advancement and indemnification to the AR Capital Parties to the fullest extent permitted under the Parties’ prior written agreements or applicable law; b. VEREIT will argue, in any Derivative Action that is not resolved, that the release described in Paragraph 2(a) should extinguish such Derivative Action; c. in the event any Derivative Action remains unresolved following Paragraphs 2(a) and 2(b), VEREIT will (i) enter into a separate settlement agreement to resolve any such Derivative Action based entirely on the AR Capital Parties’ prior payment of the AR Capital Settlement Amount and (ii) take the position in any such Derivative Action that no further contribution is required from the AR Capital Parties to resolve such Derivative Action; d. in the event any Derivative Action remains unresolved following Paragraphs 2(a), 2(b) and 2(c), VEREIT will take the position in any such Derivative Action that the AR Capital Settlement Amount must be credited as having been paid by the AR Capital Parties to any future resolution of such Derivative Action; e. in the event any Derivative Action remains unresolved following Paragraphs 2(a), 2(b), 2(c) and 2(d), and a final, non-appealable judgment is rendered against any one or more of the AR Capital Parties, which the AR Capital Parties are required to pay, then the AR Capital Parties shall be entitled to reimbursement of that portion of their previous contributions to the Settlement Fund necessary to fund such judgment up to a maximum amount of $225 million. For the avoidance of doubt, no such reimbursement will be required to the extent that the AR Capital Parties are reimbursed by VEREIT pursuant to some other agreement, right of indemnification or otherwise;

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 126 of 136 EXECUTION COPY 9/8/2019 f. the Settlement Agreement shall not terminate (and therefore, shall not be deemed to be null and void or of no force or effect) on account of the fact that resolution of any of the Derivative Actions, other than the Witchko Action, has not been finally approved by the court in which such action is pending and is not capable of being so approved. 3. Secondary Agreement. In the event that the Secondary Agreement, as defined in the memorandum of understanding for the Derivative Action before the Court (the “Derivative MOU”), is determined to be invalid and the circumstances set forth in Paragraph 9(d) of the Derivative MOU become operative, the Parties agree that in connection with any resolution of, or judgment in, any litigation between the ARC Parties and VEREIT, VEREIT will apply a credit to any amount owed by the ARC Parties as part of the litigation, whether by settlement or litigation, of $31,972,934, representing the value of the OP Units and associated dividends/distributions surrendered to VEREIT in connection with the settlement entered into by certain of the ARC Parties with the Securities and Exchange Commission in July 2019. 4. OP Unit Disposition. VEREIT represents that, for any OP Units surrendered by the AR Capital Parties to fund the AR Capital Settlement Amount under Paragraph 2 of the Settlement Agreement, VEREIT’s current intention is to cancel such OP Units at the time of funding as provided in Paragraph 1 of the Settlement Agreement. VEREIT agrees to use commercially reasonable efforts to effectuate its current intention as stated in this Paragraph. 5. OP Unit Dividends/Distributions. The Parties agree that, to the extent that the AR Capital Parties elect to fund the AR Capital Settlement Amount with dividends/distributions as described in Clause (iii) of Paragraph 2 of the Settlement Agreement, VEREIT shall treat such dividends/distributions as distributions with respect to the OP Units for U.S. federal income tax purposes and shall take no position inconsistent with such treatment. 6. Remaining OP Units. The Parties agree that at the time the AR Capital Parties provide notice to VEREIT of the OP Units to be used to fund the AR Capital Settlement Amount as provided in Paragraph 3 of the Settlement Agreement, the AR Capital Parties will provide notice of: (i) how many OP Units should be cancelled and used directly to fund the settlement (the “Cancelled OP Units”); and (ii) how many OP Units should be redeemed in exchange for the cash value as determined in Paragraph 3 of the Settlement Agreement (the “Redeemed OP Units”). The Redeemed OP Units cannot exceed 5 million units. No later than 10:00a.m. EST two (2) business days before the funding date as defined in Paragraph 2 of the Class MOU, the AR Capital Parties will specify (i) what portion of the Redeemed OP Units will be used to fund the AR Capital Settlement Amount and (ii) what portion of the Redeemed OP Units will not be used to fund the AR Capital Settlement Amount. No later than 10:00a.m. EST on the business day prior to the funding date as defined in Paragraph 2 of the Class MOU, VEREIT will (i) pay the cash value (as determined by Paragraph 3 of the Settlement Agreement) of the portion of the Redeemed OP Units used to fund the AR Capital Settlement Amount into an escrow account designated by counsel for the AR Capital Parties for use solely in connection with funding the AR Capital Settlement Amount and (ii) pay the cash value (as determined by Paragraph 3 of the Settlement Agreement) of the portion of the Redeemed OP Units not used to fund the AR Capital Settlement Amount directly to the AR Capital Parties as specified by their counsel. As long as the AR Capital Parties provide a FIRPTA Certificate as defined in, and in accordance with, Section 8.04(e) of the Third 2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 127 of 136 EXECUTION COPY 9/8/2019 Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, LP, VEREIT agrees that it will not withhold any portion of these amounts for U.S. federal, state or local income tax purposes, nor any portion of any amounts paid pursuant to Paragraph 13 of the Settlement Agreement for U.S. federal, state or local income tax purposes. The Parties agree that the total cash value of the Cancelled OP Units and the Redeemed OP Units will not exceed $200 million. Any OP Units not included as Cancelled OP Units or Redeemed OP Units will be treated as Remaining OP Units in accordance with Paragraph 13(a) of the Settlement Agreement. For all Remaining OP Units for which the AR Capital Parties elect to redeem on the date provided in Paragraph 3 of the Settlement Agreement other than the Redeemed OP Units: a. if VEREIT elects to redeem for cash, at its discretion, such redemption will be subject to the terms of Paragraph 13(a) of the Settlement Agreement; and b. if VEREIT elects to redeem for common stock, VEREIT will take the steps necessary to convert the Remaining OP Units and issue common stock to the AR Capital Parties by either, at the election of the AR Capital Parties, (i) the date of funding as defined in paragraph 1 of the Settlement Agreement or (ii) the first business day following January 1, 2020. The AR Capital Parties must provide notice of whether they choose option (i) or (ii) in this paragraph at the time they provide the notice required by paragraph 3 of the Settlement Agreement. 7. Retained OP Units. The Parties agree that the AR Capital Parties are not required to provide notice of redemption of all Remaining OP Units on the date provided in Paragraph 3 of the Settlement Agreement, and that the AR Capital Parties may retain possession of certain Remaining OP Units (the “Retained OP Units”). As to the Retained OP Units, the Parties agree: a. Upon receipt of written notice of a redemption of all or any portion of the Retained OP Units, VEREIT will redeem such Retained OP Units per the terms of Section 8.04(a) of VEREIT’s limited partnership agreement as it exists on the date of execution of this Side Letter; provided that, for any redemption made pursuant to this Paragraph, VEREIT hereby waives any and all rights under Paragraphs 8.04(b) and (d) of the VEREIT limited partnership agreement as it exists on the date of execution of this Side Letter, subject to any change required by law. b. VEREIT acknowledges that the releases provided by VEREIT to the AR Capital Parties in paragraph 10(b) of the Settlement Agreement include releases of any rights or claims to return of the Retained OP Units. VEREIT expressly waives any argument for avoiding compliance with this Paragraph of the Side Letter based on any claims or causes of action that were or could have been asserted in the Actions, including but not limited to any claims for contribution, cross-claims, or claims that might have been brought by plaintiffs in the Derivative Actions. c. To the extent legally permissible under U.S. federal income tax laws, VEREIT will continue to treat each of the AR Capital Parties that holds 3

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 128 of 136 EXECUTION COPY 9/8/2019 Retained OP Units as having a deficit restoration obligation under Section 5.06(d) of the Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P. (the “LPA”) and a corresponding debt allocation at least equal to the amount of such deficit restoration obligation. VEREIT and the AR Capital Parties agree to work in good faith to execute within seven (7) days following the execution of this Side Letter, but in any event no later than one day prior to the date of funding under this Side Letter, a side letter (the “DRO Side Letter”) to increase the AR Capital Parties’ deficit restoration obligations under Section 5.06(d) of the LPA to an amount not to exceed $92,000,000. The Parties agree that the deficit restoration obligations under the DRO Side Letter are intended to comply with Treasury Regulations Section 1.704- 1(b)(2)(ii). 8. Interest on Class Settlement. The Parties agree that to the extent any obligation to pay interest under paragraph 2(a)(ii) of the memorandum of understanding entered into with the plaintiffs in the Class Action arises, that VEREIT will reimburse the AR Capital Parties for such interest obligation on (i) the $31,972,934 already deemed to be in VEREIT’s custody, and (ii) 50% of such obligation on the remaining $193,027,066, with such reimbursement provided to the AR Capital Parties no later than one (1) business day after such amounts come due. 9. Conflict with Class and Derivative Memoranda of Understanding. Contemporaneously herewith, the Parties are entering into the Class MOU and the Derivative MOU (collectively, the “MOUs”). The Parties agree that to the extent there is any conflict between the MOUs (or the further definitive agreements contemplated by the MOUs) and a provision of the Settlement Agreement that has not been modified by this Side Letter, the MOUs (or the further definitive agreements contemplated by the MOUs) shall control. 10. Requirement to Reach Agreement in the Actions. The Parties agree that Paragraph 15 of the Settlement Agreement, including its heading, shall be amended as follows: a. the word “Actions” is replaced with the phrase “the Class Action and the Witchko Action”; and b. the phrase “15 calendar days” is replaced with the phrase “20 calendar days”. 11. Written Modifications Only. The Parties agree that this Side Letter constitutes a written modification as permitted by Paragraph 17 of the Settlement Agreement. 12. Incorporation of Terms. The Parties agree to incorporate the terms of Paragraphs 16, and 18 through 25 of the Settlement Agreement into this Side Letter, and agree that those terms will apply as though they had been separately set out in this Side Letter. [Execution Pages Follow] 4

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 129 of 136

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19EXECUTIO PageN 130COP ofY 1369/8/2019 EXECUTED AND AGREED: VEREIT, INC. By: NICHOLAS S. SCHORSCH Title: VEREIT OPERATING PARTNERSHIP, L.P. By: VEREIT, INC. SHELLEY SCHORSCH By: Title: AR CAPITAL, LLC PETER M. BUDKO By: Title: ARC PROPERTIES ADVISORS, LLC By: WILLIAM M. KAHANE Title: EDWARD M. WEIL

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 131 of 136 EXHIBIT G 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 132 of 136 SIDE LETTER AGREEMENT BETWEEN BRIAN BLOCK AND VEREIT, INC. September 7, 2019 This email reflects the terms on which Br1an Block and VEREIT have agreed to settle the class and derivative actions, consistent with the terms of the Derivative MOU and the Class MOU that are being entered into contemporaneously herewith: First, the releases are set forth in the Class MOU and Derivative MOU. Additionally, Brian has been released or will be released from any settled or pending opt-out actions, including Jet Capital and Lakewood. • Second, Brian agrees that, as part of a Global Settlement, he will surrender to VEREIT the 631,872 ARCP OP units that he claims to own (the "OP Units") and to relinquish to VEREIT his rights to the dividends allegedly due and payable on the aforementioned ARCP OP units in the amount of $1,369,577. The OP Units will be valued based on the average trading price of one share of VEREIT common stock on the flfth trading day after the agreement to settle the class action is publicly announced. • Third, Brian agrees that, as part of a Global Settlement, he will also pay to VERE IT cash sufficient to bring the value of the OP Units and cash to a total of $12.5 million. • Fourth, Brian agrees that, as part of a Global Settlement, he will release VEREIT from all claims that he has against VEREIT and its affiliates, including but not limited to his claims related to the accrued benefits that he alleges they have failed to pay to him - in particular approximately $20,000 in expense reimbursements and $1,400,000 in life insurance premium payments, payments that were specifically contemplated by ARCP in Brian's resignation letter. For your reference, we have excerpted the relevant passage of the resignation letter below: o I hereby confirm that beginning immediately I am not entitled to any payments or benefits of any kind from the Company, other than (a) any earned and unpaid Base Salary, expense reimbursements, and pay in lieu of any accrued but unused vacation, in each case, due and owing only up to and including October 27, 2014, and (b) other accrued and vested benefits due in accordance with the Company's retirement, pension or benefit plans (other than the Retention Award, the OPP Award and any other Equity Unit awards referenced in the Employment Agreement.) • Section 5(d)(iv) under the heading "BENEFITS," states in relevant part that "As soon as practicable after the Effective Date, the Company shall purchase an additional whole life policy on the life of the Executive in the amount of $7.5 million." In addition 1 on the - 1 - 4811-2652-6626v2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 133 of 136 night of October 28, 2014, Mr. Block had contemporaneous conversations with Nicholas Schorsch, David Kay, and Richard Silfen who confirmed that the life insurance policy was covered by this provision. • Fifth, VEREIT agrees that following the date on which all parties sign the Memorandum of Understanding memorializing the terms of the Global Settlement ("MOU" "MOU Execution Date") VERE IT will promptly meet any advancement obligations for legal fees and expenses incurred by Brian on any date up to and including the MOU Execution Date ("Pre-MOU Fees and Expenses") consistent with past practice and procedures that VEREIT has employed until the MOU Execution Date for advancing fees. VERE IT agrees to surrender whatever rights it has to clawback any Pre-MOU Fees and Expenses and Block releases any claim to any amounts that were deducted by VEREIT for invoices already paid as of the MOU Execution Date. VE REIT agrees that it will continue to indemnify and advance funds sufficient to cover the legal fees and expenses incurred by Brian for services rendered after the MOU Execution Date ("Post-MOU Fees and Expenses") in connection with the pending criminal matter and the actions that are the subject of this Global Settlement, consistent with past practices and procedures, but VERE IT will maintain its rights to seek a claw back of the Post- MOU Fees and Expenses consistent with applicable law. Otherwise, Brian will release any further claims to indemnity or advancement. • Sixth, Brian agrees to waive and release any claim of any kind whatsoever on any insurance policy that might be used to satisfy any or all of a settlement, judgment, or verdict in any action arising from or related to the subject matters at issue in the actions listed in Paragraph "Firsf' above, including, but not limited to, the following excess difference in conditions insurance policies covering a policy period from February 7, 2014 through February 7, 2015: (i) Westchester Fire Insurance Company Policy No. G243714402002, (ii) STARR Policy No. SISIXFL21156814, (iii) RSUI Policy No. NHS655965, and (iv) AXIS Policy No. MN H779259/01 /2014. • Finally, VEREIT represents that it has not assigned, subrogated, or in any way transferred or encumbered any rights it has to pursue damages from Brian, including, but not limited to VEREIT's rights to seek a clawback of Pre-MOU Fees and Expenses and Post-MOU Fees and Expenses. EXECUTED AND AGREED: - 2 - 4811-2 652-6626v2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 134 of 136 MILBANK LLP, on behalf ofVEREIT . 3 . 4811-2652-6626v2

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 135 of 136 EXHIBIT H 42350.00400

Case 1:15-cv-06043-AKH Document 287-1 Filed 10/02/19 Page 136 of 136 Notwithstanding Paragraph 12 of the Memorandum of Understanding among the parties to the Derivative Actions (Derivative Action MOU), Grant Thornton and VEREIT enter into this side agreement which contains the following additional terms, which are binding between the parties. The defined terms of the Derivative MOU shall have the same meaning here. The parties agree that: (1) After the execution of the Derivative Action MOU, VEREIT and its counsel will use commercially reasonable efforts to settle or otherwise terminate any Derivative Action naming Grant Thornton prior to the approval of the Derivative Settlement or the Secondary Agreement becoming effective as set forth in Paragraph 4 of the Derivative MOU. (2) VEREIT has had or will seek to have its Board of Directors exercise its reasonable business judgment to determine whether it is in the best interests of VEREIT to resolve claims asserted against Grant Thornton in any Derivative Action naming Grant Thornton on the terms as set forth in the Derivative MOU, given, among other things, the strength and weakness of VEREIT’s claims and defenses against Grant Thornton, the strength and weakness of the defenses and counterclaims of Grant Thornton, the value of finality of the matters arising from the events in question and the value of avoiding additional time and expense of continued litigation.



	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to __________



Maryland	(VEREIT, Inc.)		45-2482685
Delaware	(VEREIT Operating Partnership, L.P.)		45-1255683
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2325 E. Camelback Road, 9th Floor	Phoenix	AZ	85016
(Address of principal executive offices)			(Zip Code)




Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:		Trading symbol(s):	Name of each exchange on which registered:
Common Stock	$0.01 par value per share (VEREIT, Inc.)	VER	New York Stock Exchange
6.70% Series F Cumulative Redeemable Preferred Stock	$0.01 par value per share (VEREIT, Inc.)	VER PF	New York Stock Exchange



VEREIT, Inc.	Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐

	Smaller reporting company	☐	Emerging growth company	☐



VEREIT Operating Partnership, L.P.	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒

	Smaller reporting company	☐	Emerging growth company	☐



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



800	606-3610
(Registrant’s telephone number, including area code)


•	enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;


•	eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and


•	creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.



	Page
PART I
Item 1. Unaudited Financial Statements	4
Consolidated Balance Sheets of VEREIT, Inc. as of September 30, 2019 and December 31, 2018	4
Consolidated Statements of Operations of VEREIT, Inc. for the Three and Nine Months Ended September 30, 2019 and 2018	5
Consolidated Statements of Comprehensive Income (Loss) of VEREIT, Inc. for the Three and Nine Months Ended September 30, 2019 and 2018	6
Consolidated Statements of Changes in Equity of VEREIT, Inc. for the Nine Months Ended September 30, 2019 and 2018	7
Consolidated Statements of Cash Flows of VEREIT, Inc. for the Nine Months Ended September 30, 2019 and 2018	10
Consolidated Balance Sheets of VEREIT Operating Partnership, L.P. as of September 30, 2019 and December 31, 2018	12
Consolidated Statements of Operations of VEREIT Operating Partnership, L.P. for the Three and Nine Months Ended September 30, 2019 and 2018	13
Consolidated Statements of Comprehensive Income (Loss) of VEREIT Operating Partnership, L.P. for the Three and Nine Months Ended September 30, 2019 and 2018	14
Consolidated Statements of Changes in Equity of VEREIT Operating Partnership, L.P. for the Nine Months Ended September 30, 2019 and 2018	15
Consolidated Statements of Cash Flows of VEREIT Operating Partnership, L.P. for the Nine Months Ended September 30, 2019 and 2018	19
Notes to Consolidated Financial Statements	21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3. Quantitative and Qualitative Disclosures About Market Risk	68
Item 4. Controls and Procedures	70
PART II
Item 1. Legal Proceedings	71
Item 1A. Risk Factors	71
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3. Defaults Upon Senior Securities	71
Item 4. Mine Safety Disclosures	71
Item 5. Other Information	71
Item 6. Exhibits	72
Signatures	74



	September 30, 2019			December 31, 2018
ASSETS
Real estate investments, at cost:
Land	$	2,728,560		$	2,843,212
Buildings, fixtures and improvements	10,287,047			10,749,228
Intangible lease assets	1,909,932			2,012,399
Total real estate investments, at cost	14,925,539			15,604,839
Less: accumulated depreciation and amortization	3,559,403			3,436,772
Total real estate investments, net	11,366,136			12,168,067
Operating lease right-of-use assets	218,393			—
Investment in unconsolidated entities	69,025			35,289
Cash and cash equivalents	1,029,315			30,758
Restricted cash	20,742			22,905
Rent and tenant receivables and other assets, net	347,455			366,092
Goodwill	1,337,773			1,337,773
Real estate assets held for sale, net	66,684			2,609
Total assets	$	14,455,523		$	13,963,493

LIABILITIES AND EQUITY
Mortgage notes payable, net	$	1,717,817		$	1,922,657
Corporate bonds, net	2,622,320			3,368,609
Convertible debt, net	397,726			394,883
Credit facility, net	895,351			401,773
Below-market lease liabilities, net	147,997			173,479
Accounts payable and accrued expenses	1,125,703			145,611
Deferred rent and other liabilities	101,828			69,714
Distributions payable	201,451			186,623
Operating lease liabilities	223,288			—
Total liabilities	7,433,481			6,663,349
Commitments and contingencies (Note 10)
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 38,871,246 and 42,834,138 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	389			428
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,067,688,887 and 967,515,165 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	10,677			9,675
Additional paid-in capital	13,360,675			12,615,472
Accumulated other comprehensive loss	(47,886		)	(1,280		)
Accumulated deficit	(6,306,590		)	(5,467,236		)
Total stockholders’ equity	7,017,265			7,157,059
Non-controlling interests	4,777			143,085
Total equity	7,022,042			7,300,144
Total liabilities and equity	$	14,455,523		$	13,963,493



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Rental revenue	$	302,985		$	313,866		$	931,871		$	944,604
Operating expenses:
Acquisition-related	1,199			810			3,169			2,496
Litigation and non-routine costs, net	832,024			138,595			806,763			267,422
Property operating	30,822			31,893			95,703			93,894
General and administrative	14,483			15,186			45,745			46,713
Depreciation and amortization	115,111			157,181			369,688			487,568
Impairments	3,944			18,382			24,240			36,082
Restructuring	783			—			10,149			—
Total operating expenses	998,366			362,047			1,355,457			934,175
Other (expenses) income:
Interest expense	(67,889		)	(69,310		)	(208,946		)	(210,055		)
Gain (loss) on extinguishment and forgiveness of debt, net	975			90			(497		)	5,339
Other income (loss), net	2,737			(947		)	5,510			8,082
Equity in income and gain on disposition of unconsolidated entities	677			252			1,682			1,644
Gain on disposition of real estate and real estate assets held for sale, net	18,520			45,295			251,106			68,451
Total other expenses, net	(44,980		)	(24,620		)	48,855			(126,539		)
Loss before taxes	(740,361		)	(72,801		)	(374,731		)	(116,110		)
Provision for income taxes	(1,168		)	(1,141		)	(3,543		)	(3,487		)
Loss from continuing operations	(741,529		)	(73,942		)	(378,274		)	(119,597		)
Income from discontinued operations, net of income taxes	—			—			—			3,725
Net loss	(741,529		)	(73,942		)	(378,274		)	(115,872		)
Net loss attributable to non-controlling interests ⁽¹⁾	15,089			1,825			6,796			2,880
Net loss attributable to the General Partner	$	(726,440	)	$	(72,117	)	$	(371,478	)	$	(112,992	)

Basic and diluted net loss per share from continuing operations attributable to common stockholders	$	(0.76	)	$	(0.09	)	$	(0.43	)	$	(0.18	)
Basic and diluted net income per share from discontinued operations attributable to common stockholders	$	—		$	—		$	—		$	0.00
Basic and diluted net loss per share attributable to common stockholders⁽²⁾	$	(0.76	)	$	(0.09	)	$	(0.43	)	$	(0.17	)


(1)	Represents loss attributable to limited partners and a consolidated joint venture partner.


(1)	Represents comprehensive loss attributable to limited partners and a consolidated joint venture partner.



	Preferred Stock					Common Stock
	Number of Shares		Par Value			Number of Shares		Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Stock-holders’ Equity			Non-Controlling Interests			Total Equity
Balance, January 1, 2019	42,834,138		$	428		967,515,165		$	9,675		$	12,615,472		$	(1,280	)	$	(5,467,236	)	$	7,157,059		$	143,085		$	7,300,144
Issuance of Common Stock, net	—		—			3,309,808		33			27,511			—			—			27,544			—			27,544
Conversion of OP Units to Common Stock	—		—			—		—			(26		)	—			—			(26		)	26			—
Conversion of Series F Preferred Units to Series F Preferred Stock	37,108		1			—		—			922			—			—			923			(923		)	—
Repurchases of Common Stock to settle tax obligation	—		—			(199,083	)	(2		)	(1,593		)	—			—			(1,595		)	—			(1,595		)
Equity-based compensation, net	—		—			950,487		10			2,862			—			—			2,872			—			2,872
Contributions from non-controlling interest holders	—		—			—		—			—			—			—			—			64			64
Distributions declared on Common Stock — $0.1375 per common share	—		—			—		—			—			—			(133,480		)	(133,480		)	—			(133,480		)
Distributions to non-controlling interest holders	—		—			—		—			—			—			—			—			(3,262		)	(3,262		)
Dividend equivalents on awards granted under the Equity Plan	—		—			—		—			—			—			(1,222		)	(1,222		)	—			(1,222		)
Distributions to preferred shareholders and unitholders	—		—			—		—			—			—			(17,940		)	(17,940		)	(33		)	(17,973		)
Net income	—		—			—		—			—			—			69,304			69,304			1,667			70,971
Other comprehensive loss	—		—			—		—			—			(10,922		)	—			(10,922		)	(267		)	(11,189		)
Balance, March 31, 2019	42,871,246		$	429		971,576,377		$	9,716		$	12,645,148		$	(12,202	)	$	(5,550,574	)	$	7,092,517		$	140,357		$	7,232,874
Issuance of Common Stock, net	—		—			1,773,456		18			14,516			—			—			14,534			—			14,534
Repurchases of Common Stock to settle tax obligation	—		—			—		—			(9		)	—			—			(9		)	—			(9		)
Equity-based compensation, net	—		—			36,066		—			3,883			—			—			3,883			—			3,883
Distributions declared on Common Stock — $0.1375 per common share	—		—			—		—			—			—			(133,841		)	(133,841		)	—			(133,841		)
Distributions to non-controlling interest holders	—		—			—		—			—			—			—			—			(3,264		)	(3,264		)
Dividend equivalents on awards granted under the Equity Plan	—		—			—		—			—			—			(44		)	(44		)	—			(44		)
Distributions to preferred shareholders and unitholders	—		—			—		—			—			—			(17,958		)	(17,958		)	(15		)	(17,973		)
Distributions payable relinquished	—		—			—		—			—			—			—			—			6,429			6,429
Surrender of Limited Partner OP Units	—		—			—		—			(8,520		)	—			—			(8,520		)	(18,017		)	(26,537		)
Net income	—		—			—		—			—			—			285,658			285,658			6,626			292,284
Other comprehensive loss	—		—			—		—			—			(15,824		)	—			(15,824		)	(385		)	(16,209		)
Balance, June 30, 2019	42,871,246		$	429		973,385,899		$	9,734		$	12,655,018		$	(28,026	)	$	(5,416,759	)	$	7,220,396		$	131,731		$	7,352,127
Issuance of Common Stock, net	—		—			94,300,000		943			885,983			—			—			886,926			—			886,926
Redemption of Series F Preferred Stock	(4,000,000	)	(40		)	—		—			(100,056		)	—			—			(100,096		)	—			(100,096		)
Repurchases of Common Stock to settle tax obligation	—		—			(1,248	)	—			(14		)	—			—			(14		)	—			(14		)
Equity-based compensation, net	—		—			4,236		—			3,144			—			—			3,144			—			3,144
Distributions declared on Common Stock — $0.1375 per common share	—		—			—		—			—			—			(146,808		)	(146,808		)	—			(146,808		)
Distributions to non-controlling interest holders	—		—			—		—			—			—			—			—			(2,859		)	(2,859		)


(1)	Represents net loss attributable to a consolidated joint venture partner.



	Preferred Units										Common Units
	General Partner					Limited Partner					General Partner					Limited Partner
	Number of Units		Capital			Number of Units		Capital			Number of Units		Capital			Number of Units		Capital			Total Partners' Capital			Non-Controlling Interests			Total Capital
Balance, January 1, 2019	42,834,138		$	710,325		86,874		$	2,883		967,515,165		$	6,446,734		23,715,908		$	138,931		$	7,298,873		$	1,271		$	7,300,144
Issuance of common OP Units, net	—		—			—		—			3,309,808		27,544			—		—			27,544			—			27,544
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units	—		—			—		—			—		(26		)	—		26			—			—			—
Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock	37,108		923			(37,108	)	(923		)	—		—			—		—			—			—			—
Repurchases of common OP Units to settle tax obligation	—		—			—		—			(199,083	)	(1,595		)	—		—			(1,595		)	—			(1,595		)
Equity-based compensation, net	—		—			—		—			950,487		2,872			—		—			2,872			—			2,872
Contributions from non-controlling interest holders	—		—			—		—			—		—			—		—			—			64			64
Distributions to Common OP Units and non-controlling interests —$0.1375 per common unit	—		—			—		—			—		(133,480		)	—		(3,262		)	(136,742		)	—			(136,742		)
Dividend equivalents on awards granted under the Equity Plan	—		—			—		—			—		(1,222		)	—		—			(1,222		)	—			(1,222		)
Distributions to Series F Preferred Units	—		(17,940		)	—		(33		)	—		—			—		—			(17,973		)	—			(17,973		)
Net income (loss)	—		—			—		—			—		69,304			—		1,695			70,999			(28		)	70,971
Other comprehensive loss	—		—			—		—			—		(10,922		)	—		(267		)	(11,189		)	—			(11,189		)
Balance, March 31, 2019	42,871,246		$	693,308		49,766		$	1,927		971,576,377		$	6,399,209		23,715,908		$	137,123		$	7,231,567		$	1,307		$	7,232,874
Issuance of common OP Units, net	—		—			—		—			1,773,456		14,534			—		—			14,534			—			14,534
Repurchases of common OP Units to settle tax obligation	—		—			—		—			—		(9		)	—		—			(9		)	—			(9		)
Equity-based compensation, net	—		—			—		—			36,066		3,883			—		—			3,883			—			3,883
Distributions to Common OP Units and non-controlling interests —$0.1375 per common unit	—		—			—		—			—		(133,841		)	—		(3,264		)	(137,105		)	—			(137,105		)
Dividend equivalents on awards granted under the Equity Plan	—		—			—		—			—		(44		)	—		—			(44		)	—			(44		)
Distributions to Series F Preferred Units	—		(17,958		)	—		(15		)	—		—			—		—			(17,973		)	—			(17,973		)
Distributions payable relinquished	—		—			—		—			—		—			—		6,429			6,429			—			6,429
Surrender of Limited Partner OP Units	—		—			—		—			—		(8,520		)	(2,922,445	)	(18,017		)	(26,537		)	—			(26,537		)
Net income (loss)	—		—			—		—			—		285,658			—		6,656			292,314			(30		)	292,284
Other comprehensive income	—		—			—		—			—		(15,824		)	—		(385		)	(16,209		)	—			(16,209		)
Balance, June 30, 2019	42,871,246		$	675,350		49,766		$	1,912		973,385,899		$	6,545,046		20,793,463		$	128,542		$	7,350,850		$	1,277		$	7,352,127
Issuance of common OP Units, net	—		—			—		—			94,300,000		886,926			—		—			886,926			—			886,926
Redemption of Series F Preferred Stock	(4,000,000	)	(63,012		)	—		—			—		(37,084		)	—		—			(100,096		)	—			(100,096		)
Repurchases of common OP Units to settle tax obligation	—		—			—		—			(1,248	)	(14		)	—		—			(14		)	—			(14		)
Equity-based compensation, net	—		—			—		—			4,236		3,144			—		—			3,144			—			3,144


(2)	Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the nine months ended September 30, 2018.


(3)	Refer to Note 10 – Commitments and Contingencies for additional information.


(4)	$2.3 million during the three months ended September 30, 2018 relates to litigation resulting from prior mergers.


(5)	Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information.


(1)	Includes stock compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date.


(1)	The weighted average amortization period for acquired in-place leases and other intangibles is 15.2 years and 15.7 years for 2019 Acquisitions and 2018 Acquisitions, respectively.



	Weighted-Average Useful Life	September 30, 2019		December 31, 2018
Intangible lease assets:
In-place leases and other intangibles, net of accumulated amortization of $741,320 and $703,909, respectively	14.1	$	867,642	$	980,971
Leasing commissions, net of accumulated amortization of $5,313 and $4,048, respectively	10.2	15,058		15,660
Above-market lease assets and deferred lease incentives, net of accumulated amortization of $108,256 and $105,936, respectively	13.6	172,343		201,875
Total intangible lease assets, net		$	1,055,043	$	1,198,506

Intangible lease liabilities:
Below-market leases, net of accumulated amortization of $96,911 and $89,905, respectively	19.2	$	147,997	$	173,479



	Remainder of 2019		2020		2021		2022		2023
In-place leases and other intangibles:
Total projected to be included in amortization expense	$	31,015	$	115,891	$	108,723	$	95,161	$	84,677
Leasing commissions:
Total projected to be included in amortization expense	571		2,154		1,997		1,906		1,725
Above-market lease assets and deferred lease incentives:
Total projected to be deducted from rental revenue	5,063		19,426		19,000		18,189		17,245
Below-market lease liabilities:
Total projected to be included in rental revenue	4,432		15,778		14,637		13,796		13,073



			Carrying Amount of Investment ⁽²⁾				Equity in Income
			Carrying Amount of Investment ⁽²⁾				Nine Months Ended
Investment	Ownership % ⁽¹⁾	Number of Properties	September 30, 2019		December 31, 2018		September 30, 2019		September 30, 2018
Faison JV Bethlehem GA	90%	1	$	39,633	$	35,289	$	1,583	$	993
Industrial Partnership	20%	6	29,392		—		99		—
			$	69,025	$	35,289	$	1,682	$	993



	September 30, 2019		December 31, 2018
Straight-line rent receivable, net ⁽¹⁾	$	261,074	$	259,106
Accounts receivable, net⁽¹⁾	38,732		36,939
Deferred costs, net ⁽²⁾	10,359		17,515
Investment in direct financing leases, net	9,914		13,254
Investment in Cole REITs ⁽³⁾	7,552		7,844
Prepaid expenses	6,662		5,022
Leasehold improvements, property and equipment, net ⁽⁴⁾	5,042		9,754
Other assets, net	8,120		16,658
Total	$	347,455	$	366,092


(3)	On February 1, 2018, the Company completed the sale of Cole Capital (as described in Note 13 — Discontinued Operations), retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”).



	Level 1		Level 2			Level 3		Balance as of September 30, 2019
Assets:
Investment in Cole REITs	$	—	$	—		$	7,552	$	7,552
Liabilities:
Derivative liabilities	$	—	$	(47,964	)	$	—	$	(47,964	)

	Level 1		Level 2			Level 3		Balance as of December 31, 2018
Assets:
Derivative assets	$	—	$	544		$	—	$	544
Investment in Cole REITs	—		—			7,844		7,844
Total assets	$	—	$	544		$	7,844	$	8,388



	Investment in Cole REITs
Beginning balance, January 1, 2019	$	7,844
Unrealized loss included in other income, net	(292		)
Ending Balance, September 30, 2019	$	7,552



	CMBS			Investment in Cole REITs
Beginning balance, January 1, 2018	$	40,974		$	3,264
Total gains and losses
Unrealized loss included in other comprehensive income, net	(71		)	—
Realized loss included in other income, net	(34		)	—
Unrealized gain included in other income, net	—			5,102
Purchases, issuance, settlements
Return of principal received	(4,864		)	—
Amortization included in net income, net	157			—
Sale of investments	(9,880		)	(522		)
Transfers out of Level 3 into Level 1 ⁽¹⁾	(12,756		)	—
Ending Balance, September 30, 2018	$	13,526		$	7,844


(1)	As of December 31, 2017, the Company’s commercial mortgage backed securities (“CMBS”) were carried at fair value and valued using Level 3 inputs. Subsequent to September 30, 2018, the Company sold two of its CMBS. This resulted in transfers out of Level 3 into Level 1, as the Company used trade confirmations to determine the fair value as of September 30, 2018.



	Level	Carrying Amount at September 30, 2019		Fair Value at September 30, 2019		Carrying Amount at December 31, 2018		Fair Value at December 31, 2018
Liabilities⁽¹⁾:
Mortgage notes payable and other debt, net	2	$	1,726,620	$	1,787,529	$	1,933,209	$	1,961,496
Corporate bonds, net	2	2,646,348		2,848,669		3,395,885		3,368,928
Convertible debt, net	2	400,053		409,419		398,591		396,905
Credit facility	2	900,000		900,000		403,000		403,000
Total liabilities		$	5,673,021	$	5,945,617	$	6,130,685	$	6,130,329


(1)	Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs.