Common use of Covenants of Parent Clause in Contracts

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as required or otherwise contemplated or permitted by this Agreement or (v) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws or other organizational documents; (ii) adopt a plan or agreement of complete or partial liquidation or dissolution; or (iii) authorize any of, or agree or commit to take, any of the actions described in clauses (i) through (iv) of this Section 5.02(b). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.

Covenants of Parent. Parent covenants and agrees as to itself and its Subsidiaries (aas applicable) Except that, from and after the date hereof and continuing until the Effective Time, except (i) as set forth in Section 5.02(a) of the Parent Disclosure Letterexpressly contemplated or permitted by this Agreement, (ii) as required by applicable Lawdescribed in Section 6.2 of the Parent Disclosure Schedules, (iii) for any action taken, as required by applicable Law or omitted to be taken, pursuant to COVID-19 Measures, (iv) as required or otherwise contemplated or permitted by this Agreement or (v) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (a) each of Parent and its Subsidiaries shall conduct its business only in the ordinary course and, withheld to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to (i) preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (ii) maintain and keep material properties and assets in good repair and condition, (iii) maintain in effect all material governmental permits pursuant to which it currently operates and (iv) maintain and enforce all Parent Intellectual Property Rights; (b) Parent shall not (i) amend its Memorandum or conditioned)Articles of Association or the comparable governing instruments of any of its Subsidiaries except for such amendments that would not prevent or materially impair the consummation of the transactions contemplated by this Agreement or (ii) split, during combine or reclassify its outstanding shares of capital stock without adjusting the Pre-Closing Period, Merger Consideration pursuant to Section 3.4. (c) Parent shall, shall not and shall cause its Significant Subsidiaries not to, carry on adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other similar reorganization; (d) neither Parent nor any of its business Subsidiaries will declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock, other than (i) dividends from direct or indirect wholly owned Subsidiaries of Parent or any of its Subsidiaries to Parent or any of its other wholly owned Subsidiaries, or (ii) regular quarterly dividends declared and paid in the ordinary course of business business, with such increases or decreases, from time to time, in amounts that are consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)).practice; (be) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, Parent shall not not, and shall not permit any of its SubsidiariesSubsidiaries to, without the prior written consent of the Company (which consent shall not take any action that would, or would reasonably be unreasonably delayedexpected to, withheld or conditioned), to: (i) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws or other organizational documents; (ii) adopt a plan or agreement of complete or partial liquidation or dissolution; or (iii) authorize any of, or agree or commit to take, any of the actions described in clauses (i) through (iv) of this Section 5.02(b). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained to the Merger set forth in Section 7.03(a) Article VIII not being satisfied; provided, however, that satisfied or (ii) have a material adverse effect on the delivery ability of any notice pursuant such party to consummate the transactions contemplated by this Section 5.02 Agreement; (f) Parent shall not cure take any breach action to cause the Parent Ordinary Shares to cease to be admitted to trading on the TASE or the Parent ADSs evidenced by Parent ADRs to cease to be eligible for quotation on Nasdaq; or (g) neither Parent nor any of any representation, warranty, covenant its Subsidiaries will authorize or enter into an agreement contained in this Agreement or otherwise limit or affect to do anything prohibited by the remedies available hereunder to any partyforegoing.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) During the period from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, Parent Disclosure Letteragrees as to itself and its Subsidiaries that, (ii) except as expressly contemplated or permitted by this Agreement, as required by applicable Law, as set forth in Section 6.2 of the Parent Disclosure Letter or to the extent that the Company shall otherwise consent in writing (iii) for any action taken, or omitted such consent not to be takenunreasonably conditioned, pursuant to COVID-19 Measuresdelayed or withheld), (iv) Parent and its Subsidiaries shall carry on their respective businesses in the usual, regular and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, as required or otherwise contemplated or permitted by this Agreement or (v) with the prior written consent applicable Law, as set forth in Section 6.2 of the Parent Disclosure Letter or to the extent that the Company shall otherwise consent in writing (which such consent not to be unreasonably conditioned, delayed or withheld), Parent shall not, and in the case of clauses (d) and (e) and, solely as it relates to clauses (d) and (e), shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause permit any of its Subsidiaries to: (a) in respect of Parent only, carry (i) declare, set aside or pay, or propose to declare, set aside or pay, any dividends on or make other distributions in respect of any of its business share capital, options or warrants (whether in cash, shares or property or any combination thereof), except for regular dividends paid to holders of Parent’s preferred shares or Parent’s subordinate voting shares or multiple voting shares in the ordinary course of business consistent with past practice and use its commercially reasonable efforts practices, (ii) adjust, split, combine or reclassify, or propose to preserve intact its current business organizationsadjust, keep available the services split, combine or reclassify, any of its current officersshare capital, employees and consultants and preserve or any other securities in respect of, in lieu of or in substitution for, shares of its relationships with material customersshare capital, suppliers(iii) amend or waive the terms of any option, licensorswarrant or other right to acquire newly issued shares of its share capital, licenseesor (iv) repurchase, distributors and others having material business dealings with it redeem or otherwise acquire, propose to repurchase, redeem or otherwise acquire, any shares of its share capital or any securities convertible into or exercisable for any shares of its share capital, except in the case of clause (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(biv), such specific provisions shall govern over in the more general case of any (A) “cashless exercise” provision expressly provided for under the terms of options or warrants outstanding as of the date of this Section 5.02(a)).Agreement or awarded or granted following the date of this Agreement in accordance with the terms of this Agreement or in connection with tax withholding upon the exercise of stock options or the vesting of restricted stock units or (B) redemptions or repurchases of Parent’s preferred shares or common shares pursuant to Parent’s previously announced normal course issuer bid; (b) During issue or sell any Parent Shares as consideration for, or to finance, the Pre-Closing Period and except acquisition of, merger with, or purchase of a material interest in, any other Person (other than the Company solely (i) as set forth on Section 5.02(b) of contemplated by the Parent Disclosure Letter, Offer Price or (ii) in connection with any action taken, amendment or omitted to be taken, waiver of this Agreement pursuant to COVID-19 MeasuresSection 7.4(h)) at a price per Parent Share that is less than the USD Equivalent of CAD$614.45 at the time of the entry into the agreement providing for such acquisition, merger or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Lawpurchase; provided, however that Parent shall not and shall be prohibited from or otherwise restricted in issuing or selling Parent Shares in such circumstances in an amount not permit to exceed $500,000,000 in the aggregate (based on the USD Equivalent of the price per Parent Share at the respective time of the entry into each such agreement providing for such acquisition, merger or purchase); provided, further, that, notwithstanding anything herein to contrary, Parent shall, except as expressly prohibited above in this clause (b), be permitted to issue, deliver, pledge, encumber, dispose of, or sell, any shares of its Subsidiariesshare capital of any class, without any share appreciation rights or any securities convertible or redeemable into or exercisable or exchangeable for, or any right, warrants or options to acquire, any such shares; (c) amend or propose to amend (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) its articles of incorporation or by-laws or waive any requirement thereof, except for the prior written consent filing of articles of amendment to create a new series of preferred shares; (d) other than in connection with transactions related to Parent Investment Assets, amalgamate, merge or consolidate with any other Person, or acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a material interest in or a material portion of the Company assets of, by forming a partnership or joint venture with, or by any other manner, any corporation, partnership, association or other business organization or division thereof, or any material assets, rights or properties, in each case, if such action, individually or together with all other such actions, could reasonably be expected to prevent, inhibit or materially delay the consummation of the Merger; (which consent shall not be unreasonably delayed, withheld or conditioned), to: e) take any action with the knowledge and intent that it would (i) amend result in any of the conditions to the Offer set forth in Annex A or permit the adoption Merger set forth in Article VIII not being satisfied or (ii) materially adversely affect or delay the ability of the parties to obtain any amendment to its certificate of incorporation and bylaws or other organizational documentsthe Transaction Approvals without imposition of a Burdensome Regulatory Action; (iif) adopt a any plan or agreement of complete or partial liquidation or dissolution, restructuring, recapitalization or reorganization; or (iiig) authorize any ofagree to, or agree make any commitment to, take, or commit to takeauthorize, any of the actions described in clauses (i) through (iv) of prohibited by this Section 5.02(b)6.2. (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.

Covenants of Parent. (a) Except (i) as set forth provided in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as expressly required or otherwise contemplated or permitted by this Agreement or (viv) with the prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, shall and shall cause its the Parent Subsidiaries toto (A) conduct the business and operations of Parent and the Parent Subsidiaries, carry on its business taken as a whole, in all material respects in the ordinary course of business consistent with past practice and (B) use its commercially reasonable efforts to (v) preserve intact its the current business organizationsorganizations of Parent and the Parent Subsidiaries, keep available the services of its current officers(w) maintain in effect all existing material Parent Permits, employees (x) maintain their assets and consultants properties in good working order and preserve its relationships condition, ordinary wear and tear excepted, and (y) maintain their existing relations and goodwill with material customersall Governmental Entities, key employees, lessors, suppliers, customers, regulators, distributors, landlords, creditors, licensors, licensees, distributors licensees and others other Persons having material business dealings relationships with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a))them. (b) During the Pre-Closing Period and except Except (x) as expressly contemplated by this Agreement or as set forth on the corresponding subsection of Section 5.02(b4.2(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, Letter or (iiiy) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, during the Pre-Closing Period, Parent shall not and shall not permit any of its the Parent Subsidiaries, without the prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned or delayed, withheld or conditioned), ) to: (i) (A) declare, establish a record date for, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, or other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any shares of capital stock of, Parent or any of the Parent Subsidiaries, except for (1) dividends and distributions by a wholly-owned Subsidiary of Parent or by a wholly-owned Subsidiary of OpCo LLC to Parent, OpCo LLC or another wholly-owned Subsidiary of Parent or OpCo LLC, (2) dividends and distributions by a portfolio company of Parent or OpCo LLC to the members of such portfolio company, (3) (x) regular quarterly cash dividends payable by Parent in respect of shares of Parent Class A Common Stock not exceeding $0.12 per share of Parent Class A Common Stock per quarter and (y) corresponding cash distributions by OpCo LLC on the OpCo LLC Units in an amount sufficient for Parent to make such quarterly cash dividends on shares of Parent Class A Common Stock, in each case, with customary record and payment dates and (4) tax distributions in accordance with Section 5.2 of the OpCo LLC Agreement determined in a manner consistent with past practice; (B) split, combine or reclassify any capital stock of, or other equity interests in, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for equity interests in Parent or any of the Parent Subsidiaries other than, in each case, in respect of an exchange of OpCo LLC Units (together with the same number of shares of Parent Class B Common Stock) in accordance with the Parent Organizational Documents and the OpCo LLC Agreement; or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent or any of the Parent Subsidiaries, except (I) as required by the terms of any capital stock or equity interest of any Parent Subsidiary or any Parent Benefit Plan as in effect as of the date hereof, (II) in respect of any equity compensation awards granted by Parent, in each case, outstanding as of the date hereof, or issued after the date hereof in accordance with this Agreement, in accordance with the terms of a Parent Incentive Plans and applicable award agreements, (III) for exchanges or redemptions of OpCo LLC Units (together with the same number of shares of Parent Class B Common Stock) in accordance with the Parent Organizational Documents and the OpCo LLC Agreement, (IV) repurchases of equity interests (other than equity compensation awards) in any of the Parent Subsidiaries by such Parent Subsidiary in accordance with the organizational documents of such Parent Subsidiary and applicable award agreements and (V) repurchases of Parent Class A Common Stock, Parent Class B Common Stock or OpCo LLC Units pursuant to any applicable stock repurchase program authorized as of the date hereof; (ii) except for (A) issuances of Parent Restricted Stock, Parent RSUs or Parent PSUs pursuant to the terms of the Parent Incentive Plans in the ordinary course of business consistent with past practice or issuances of shares of Parent Common Stock (x) in respect of settlement of any equity compensation awards granted by Parent, in each case, outstanding on the date hereof or (y) issued as a dividend in accordance with Section 4.2(b)(i), (B) the sale of shares of Parent Common Stock issued pursuant to the settlement of any equity compensation awards granted by Parent, in each case, if necessary to effectuate the withholding of Taxes, (C) transactions solely between or among Parent and any wholly-owned Subsidiary of Parent or OpCo LLC, and (D) issuances in connection with an exchange or redemption of OpCo LLC Units (together with shares of Parent Class B Common Stock) in accordance with the Parent Organizational Documents and the OpCo LLC Agreement, issue, sell, pledge, dispose of or encumber (x) any shares of its capital stock or other ownership interest in Parent or any of the Parent Subsidiaries, (y) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest and (z) any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities; (iii) amend or permit the adoption of any amendment to its certificate the Parent Organizational Documents, the organizational documents of incorporation and bylaws OpCo LLC or other organizational documentsthe Management Agreement; (iiiv) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, exchanging, licensing or by any other manner), any Oil and Gas Properties, properties, assets, business or any corporation, partnership, association or other business organization or division thereof, in each case other than (1) acquisitions of inventory or equipment in the ordinary course of business consistent with past practice or pursuant to existing Contracts, (2) transactions solely between Parent and any wholly-owned Subsidiary of Parent or OpCo LLC or solely among wholly-owned Subsidiaries of Parent or OpCo LLC or (3) acquisitions for which the consideration is $250,000,000 in the aggregate or less; (v) sell, lease, swap, exchange, transfer, farmout, license, abandon, permit to lapse, discontinue or otherwise dispose of, or agree to sell, lease, swap, exchange, transfer, farmout, license, abandon, permit to lapse, discontinue or otherwise dispose of, any of its assets (including any intangible assets, such as Intellectual Property) or properties (including any Oil and Gas Properties), other than (A) pursuant to a Contract of Parent or any of the Parent Subsidiaries in effect on the date of this Agreement and listed in Section 4.2(b)(v) of the Parent Disclosure Letter, (B) between Parent and any wholly-owned Subsidiary of Parent or OpCo LLC or among wholly-owned Subsidiaries of Parent or OpCo LLC, (C) sales, leases, swaps, exchanges, transfers, farmouts, licenses, abandonments, lapses, discontinuances or dispositions for which the consideration and fair value is $250,000,000 in the aggregate or less, (D) sales of Hydrocarbons made in the ordinary course of business, (E) the sale or other disposition of equipment that is surplus, obsolete or replaced made in the ordinary course of business consistent with past practice or (F) the expiration of any Oil and Gas Lease in accordance with its terms; (vi) consummate, authorize, recommend, propose or announce any intention to adopt a plan or agreement of complete or partial liquidation or dissolutiondissolution of Parent, or a restructuring, recapitalization or other reorganization of Parent; (vii) change in any material respect any of its financial accounting principles, practices or methods, except as required by GAAP or applicable Law; or (iiiviii) authorize agree to take any of, or agree or commit to take, any of the actions described in clauses (i) through (iv) of action that is prohibited by this Section 5.02(b4.2(b). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.

Covenants of Parent. (a) Except (i) as set forth provided in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measuresas expressly contemplated by this Agreement, (iv) as required or otherwise contemplated or permitted by this Agreement or (v) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during or (v) for the Pre-Closing Period, capital expenditures provided for in Parent’s capital budget (“Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(bBudget”), such specific provisions shall govern over the more general provision a correct and complete copy of this Section 5.02(a)). (b) During the Pre-Closing Period and except as which is set forth on Section 5.02(b4.2(a) of the Parent Disclosure Letter, Parent (iiwhich for purposes of this Section 4.2 shall include the Parent Subsidiaries) any action takenshall (A) use reasonable best efforts to conduct the business and operations of Parent and the Parent Subsidiaries in all material respects in the ordinary course consistent with past practice and (B) use commercially reasonable efforts to (x) preserve intact the current business organizations of Parent and the Parent Subsidiaries in all material respects, or omitted to be takenand (y) maintain their existing material relations and goodwill with Governmental Entities, pursuant to COVID-19 Measureskey employees, lessors, suppliers, customers, regulators, distributors, landlords, creditors, licensors, licensees and other Persons having material business relationships with them. (b) Except (v) as expressly contemplated by this Agreement, (x) for the capital expenditures provided for in the Parent Budget, (y) as set forth on Section 4.2(b) of the Parent Disclosure Letter or (iiiz) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, during the Pre-Closing Period, Parent shall not and shall not permit any of its the Parent Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), and which for purposes solely of this Section 4.2 may consist of an email consent from an executive officer of the Company) to: (i) declare, establish a record date for, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, or other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any shares of capital stock of, Parent (excluding, for the avoidance of doubt, stock buybacks), except for regular quarterly cash dividends payable by Parent in respect of shares of Parent Common Stock (including increases that are materially consistent with past practice); (ii) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws the Parent Organizational Documents in any manner that would be materially adverse to the Company or other organizational documentsthe Company Stockholders; (iiiii) consummate, authorize, recommend, propose or announce any intention to adopt a plan or agreement of complete or partial liquidation or dissolutiondissolution of Parent or a restructuring, recapitalization or other reorganization of Parent; (iv) take any action, cause any action to be taken, knowingly fail to take any action or knowingly fail to cause any action to be taken, which action or failure to act would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or (iiiv) authorize any ofagree, or agree resolve or commit to take, take any of the actions described in clauses (i) through (iv) of action that is prohibited by this Section 5.02(b)4.2. (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.

Covenants of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees, as to itself and its Subsidiaries, except to the extent that Company shall otherwise consent in writing (awhich consent shall not be unreasonably withheld or delayed) Except (i) and except as required by this Agreement or as set forth in Section 5.02(a) 5.02 of the Parent Disclosure LetterSchedule, to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (iiit being acknowledged that the foregoing shall not limit the ability of Parent to make or pursue corporate acquisitions that will not violate any of the restrictions set forth in clause (d) of this Section 5.02 or in clause (e) of this Section 5.02 as it relates to clause (d) of this Section 5.02), to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform its other obligations when due subject to good faith disputes over such obligations, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve substantially intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having business dealings with it and except in each case where the failure to do so would not have a Parent Material Adverse Effect. Except as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as required or otherwise contemplated or permitted by this Agreement or as set forth in Section 5.02 of the Parent Disclosure Schedule, Parent shall not (v) with and shall not permit any of its Subsidiaries to), without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned)delayed): (a) declare or pay any dividends on or make any other distributions (whether in cash, during stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the Preissuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to Parent or any of its Subsidiaries; (b) sell, lease, license or otherwise dispose of a material property or asset or a material amount of properties or assets, except for transactions in the ordinary course of business; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Parent Intellectual Property Rights other than on a non-Closing Period, Parent shall, and shall cause its Subsidiaries to, carry on its business exclusive basis in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws or other organizational documentspractices; (iid) adopt a plan engage in any action or agreement enter into any transaction or permit any action to be taken or transaction to be entered into that could reasonably be expected to delay the consummation of, or otherwise adversely affect, any of complete or partial liquidation or dissolutionthe transactions contemplated by this Agreement; or (iiie) authorize any of, agree in writing or agree or commit otherwise to take, take any of the actions described in clauses (iSection 5.02(a) through (iv) of this Section 5.02(b5.02(d). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.

Covenants of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees, as to itself and its Subsidiaries, except to the extent that Company shall otherwise consent in writing (awhich consent shall not be unreasonably withheld or delayed) Except (i) and except as required by this Agreement or as set forth in Section 5.02(a) 5.02 of the Parent Disclosure LetterSchedule, to ---------------------------------------------- carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (iiit being acknowledged that the foregoing shall not limit the ability of Parent to make or pursue corporate acquisitions that will not violate any of the restrictions set forth in clause (d) of this Section 5.02 or in clause (e) of this Section 5.02 as it relates to ------------ ------------ clause (d) of this Section 5.02), to pay its debts and taxes when due subject to ------------ good faith disputes over such debts or taxes, to pay or perform its other obligations when due subject to good faith disputes over such obligations, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve substantially intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having business dealings with it and except in each case where the failure to do so would not have a Parent Material Adverse Effect. Except as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as required or otherwise contemplated or permitted by this Agreement or as set forth in Section 5.02 of --------------- the Parent Disclosure Schedule, Parent shall not (v) with and shall not permit any of ------------------------------ its Subsidiaries to), without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned)delayed): (a) declare or pay any dividends on or make any other distributions (whether in cash, during stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the Pre-Closing Periodissuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to Parent shallor any of its Subsidiaries; (b) sell, and shall cause its Subsidiaries tolease, carry license or otherwise dispose of a material property or asset or a material amount of properties or assets, except for transactions in the ordinary course of business; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Parent Intellectual Property Rights other than on its business a non- exclusive basis in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws or other organizational documentspractices; (iid) adopt a plan engage in any action or agreement enter into any transaction or permit any action to be taken or transaction to be entered into that could reasonably be expected to delay the consummation of, or otherwise adversely affect, any of complete or partial liquidation or dissolutionthe transactions contemplated by this Agreement; or (iiie) authorize any of, agree in writing or agree or commit otherwise to take, take any of the actions described in clauses (iSection 5.02(a) through (iv) of this Section 5.02(b5.02(d). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.. --------------- ---------------

Covenants of Parent. (a) Except From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) for Law or the regulations or requirements of any action takenstock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or omitted to be taken, pursuant to COVID-19 Measures, (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent agrees as required to itself and its Subsidiaries that such entities shall use commercially reasonable efforts to (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or otherwise by any reason outside of Parent and its Subsidiaries’ reasonable control excepted), (3) preserve Parent’s business organization intact, and to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, (4) maintain all insurance policies in all material respects and (5) maintain the status of Parent as a REIT. (b) Parent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (i) as expressly contemplated or permitted by this Agreement or Agreement, (vii) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on in Section 5.02(b4.2(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by applicable Law or otherwise contemplated the regulations or permitted under this Agreement requirements of any stock exchange or as required by regulatory organization applicable Law, to Parent shall not and shall not permit or any of its Subsidiaries, without or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), tosuch entities shall not: (i) amend (A) split, combine, subdivide or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (B) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than (1) repurchases, redemptions or exchanges of partnership units of Realty Income, L.P. for Parent Common Stock required pursuant to the adoption Parent Partnership Agreement, or (2) acquisitions of any amendment shares of Parent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Parent Equity Awards in accordance with the terms of the applicable Parent Equity Plan in order to its certificate of incorporation and bylaws or other organizational documentssatisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (ii) amend or propose to amend the organizational documents of Parent or Merger Sub (except for immaterial or ministerial amendments); (iii) except as disclosed in any Parent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y) change its methods of accounting in effect as of December 31, 2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (iv) adopt a plan or agreement of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution; or (iii) authorize any of, restructuring, recapitalization or agree or commit to take, any of the actions described in clauses (i) through (iv) of this Section 5.02(b). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfiedreorganization; provided, however, that the delivery foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement; (v) waive the excess share provisions of, or otherwise grant or increase an exception to or waiver of any notice pursuant ownership limits set forth in, the organizational documents of Parent or any of its Subsidiaries for any Person (other than the Company or any of its Subsidiaries); (vi) take any action, or fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a REIT; (vii) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or (viii) agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 5.02 4.2. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall not cure prohibit Parent from taking any breach action, at any time or from time to time, that in the reasonable judgment of any representationthe Board of Directors of Parent, warrantyupon advice of tax counsel to Parent, covenant is reasonably necessary for Parent to avoid incurring entity level income or agreement contained excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement or otherwise limit or affect to qualify or preserve the remedies available hereunder status of any Subsidiary of Parent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, provided Parent provides notice to the Company before taking such action. (d) Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(e) and Section 6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(e) and Section 6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Parent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Parent and in form and substance reasonably satisfactory to Parent REIT Counsel and the Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent REIT Counsel and the Company prior to the date of this Agreement, if any, is and will be in form and substance reasonably satisfactory to Parent REIT Counsel and the Company subject to reasonable changes to take into account any party.changes in fact or law), containing representations of Parent reasonably necessary or appropriate to enable Parent REIT Counsel to render the tax opinion described in Section 6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Parent Merger Counsel and Company Merger Counsel a tax representation letter in form and substance reasonably satisfactory to Parent Merger Counsel and Company Merger Counsel, containing representations of Parent and Merger Sub reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(d) and Section 6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii). ARTICLE V

Covenants of Parent. (a) Except From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 5.02(a) 4.2 of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) for Law or the regulations or requirements of any action takenstock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as required or otherwise contemplated or permitted by this Agreement or (v) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, carry on conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve its business organization intact, maintain its material assets and properties in their current condition (normal wear and tear excepted) and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, and shall maintain the status of Parent as a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 4.2 of the Parent Disclosure Letter, (iii) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that if any action or inaction is permitted by any clause under this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 4.2(a)): (i) other than in connection with the Parent Authorized Capital Amendment or Parent Reverse Stock Split, amend or waive any provision under any of the Organizational Documents of Parent, Merger Sub or the Parent Operating Partnership in a material respect; (ii) other than the Parent Reverse Stock Split, split, combine, subdivide or reclassify any shares of capital stock or other equity interests of Parent or any of its Subsidiaries; (iii) enter into any new material line of business; (iv) declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of Parent or any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, except for (A) the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, at a rate not to exceed a quarterly rate of $0.0725 per share of Parent Common Stock, (B) the declaration and payment of dividends or other distributions to the Parent or the Parent Operating Partnership by any direct or indirect wholly owned Subsidiary of the Parent, (C) the declaration and payment of pro rata dividends or other distributions by the Parent Operating Partnership, and (D) the declaration and payment of dividends or other distributions by any Parent Joint Venture as required pursuant to its Organizational Documents as in effect prior to the date of this Agreement; provided, however, that, notwithstanding the restriction on dividends and other distributions in this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.10, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock upon the exercise or settlement of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice or otherwise required by any Parent Benefit Plan, (C) issuances of shares of Parent Common Stock upon the exchange or conversion of limited partnership units of the Parent Operating Partnership, (D) issuances of partnership units by the Parent Operating Partnership to Parent, and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services (E) issuances by a wholly owned Subsidiary of its current officerscapital stock or other equity interests to its parent or to another wholly owned Subsidiary of Parent or issuance of any directors’ qualifying shares in accordance with applicable Law, employees issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of Parent’s capital stock or other equity interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares or other equity-based awards (whether discretionary, formulaic or automatic grants and consultants and preserve its relationships with material customerswhether under the Parent Equity Plans or otherwise) or any securities convertible into or exercisable or exchangeable for, suppliersor any rights, licensorswarrants or options to acquire, licenseesany such shares or equity interests or Voting Debt, distributors and others having material business dealings with it (it being understood that or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity interests or Voting Debt, or enter into any agreement with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws or other organizational documentsforegoing; (iivi) repurchase, redeem or otherwise acquire, or permit any Subsidiary of Parent to redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests or any securities convertible into or exercisable for any shares of its capital stock or other equity interests, except for acquisitions of shares of Parent Common Stock tendered by holders of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards as in effect on the date of this Agreement in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (vii) adopt a plan or agreement of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization, including any bankruptcy related action or reorganization, in each case other than transactions solely between or among wholly owned Subsidiaries of Parent; (viii) incur, create, assume, refinance, prepay or replace any Indebtedness or issue or amend or modify the material terms of any debt securities or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Subsidiary of Parent), except (A) Indebtedness incurred under Parent’s existing revolving credit facility or any existing construction loans in the ordinary course of business, (B) Indebtedness of any Subsidiary of Parent to Parent or to another Subsidiary of Parent, (C) guarantees by (or releases of guarantees of) Parent or any of its Subsidiaries in respect of Indebtedness of Parent or any of its Subsidiaries and (D) Indebtedness incurred to finance the transactions contemplated by this Agreement (including the repayment of Indebtedness in connection therewith); (ix) change its methods of financial accounting or financial accounting policies, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law or the SEC; (x) take any action, or fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; (xi) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xii) make, change or rescind any material election relating to Taxes (it being understood, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code), change a material method of Tax accounting, amend any material Tax Return, settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or surrender any right to claim any material refund of Taxes, except in each case as necessary or appropriate to (A) preserve Parent’s qualification as a REIT under the Code, or (B) preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; (xiii) engage in any transactions that would be reasonably expected to prevent or materially delay the consummation of the Merger; or (iiixiv) authorize any ofagree to, or agree make any commitment to, take, or commit to takeauthorize, any of the actions described in clauses (i) through (iv) of prohibited by this Section 5.02(b)4.2. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 5.10, nothing in this Agreement shall prohibit Parent or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of counsel to Parent, is reasonably necessary for Parent to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time or to avoid incurring entity level income or excise Taxes under the Code (including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement) or to preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code. (d) Parent shall promptly notify (i) use its reasonable best efforts to obtain the opinions of counsel described in Section 6.2(d) and Section 6.3(c), (ii) deliver to Wachtell, Lipton, Xxxxx & Xxxx (or other nationally recognized law firm reasonably satisfactory to Parent) and Xxxxxxx Procter LLP (or other nationally recognized law firm reasonably satisfactory to the Company) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxxx Procter LLP (or, if applicable, such other nationally recognized law firm(s)) to render the opinions described in Section 6.3(c) and Section 6.2(c), respectively, on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (a “Parent Tax Representation Letter”); and (iii) deliver to Parent’s counsel or other tax advisor reasonably satisfactory to the Company (1it being agreed and understood that a tax advisor that is a “Big Four” accounting firm is reasonably satisfactory to the Company) of any Parent Material Adverse Effect of which it has Knowledge and (2“Parent’s REIT Counsel”) upon having Knowledge of any matter reasonably likely to result in any an officer’s certificate, dated as of the conditions contained Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Parent’s REIT Counsel to render the opinion described in Section 7.03(a6.2(d) not being satisfied; providedon the Closing Date (and, howeverif required, that as of the delivery effective date of any notice pursuant to this Section 5.02 shall not cure any breach the Form S-4, satisfying the requirements of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect Item 601 of Regulation S-K under the remedies available hereunder to any partySecurities Act).

Covenants of Parent. (a) Except From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) for Law or the regulations or requirements of any action takenstock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or omitted to be taken, pursuant to COVID-19 Measures, (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent agrees as required to itself and its Subsidiaries that such entities shall use commercially reasonable efforts to (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or otherwise by any reason outside of Parent and its Subsidiaries’ reasonable control excepted), (3) preserve Parent’s business organization intact, and to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, (4) maintain all insurance policies in all material respects and (5) maintain the status of Parent as a REIT. (b) Parent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (i) as expressly contemplated or permitted by this Agreement or Agreement, (vii) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on in Section 5.02(b4.2(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by applicable Law or otherwise contemplated the regulations or permitted under this Agreement requirements of any stock exchange or as required by regulatory organization applicable Law, to Parent shall not and shall not permit or any of its Subsidiaries, without or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), tosuch entities shall not: (i) amend (A) split, combine, subdivide or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (B) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than (1) repurchases, redemptions or exchanges of partnership units of Realty Income, L.P. for Parent Common Stock required pursuant to the adoption Parent Partnership Agreement, or (2) acquisitions of any amendment shares of Parent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Parent Equity Awards in accordance with the terms of the applicable Parent Equity Plan in order to its certificate of incorporation and bylaws or other organizational documentssatisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (ii) amend or propose to amend the organizational documents of Parent or Merger Sub (except for immaterial or ministerial amendments); (iii) except as disclosed in any Parent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y) change its methods of accounting in effect as of December 31, 2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (iv) adopt a plan or agreement of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution; or (iii) authorize any of, restructuring, recapitalization or agree or commit to take, any of the actions described in clauses (i) through (iv) of this Section 5.02(b). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfiedreorganization; provided, however, that the delivery foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement; (v) waive the excess share provisions of, or otherwise grant or increase an exception to or waiver of any notice pursuant ownership limits set forth in, the organizational documents of Parent or any of its Subsidiaries for any Person (other than the Company or any of its Subsidiaries); (vi) take any action, or fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a REIT; (vii) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or (viii) agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 5.02 4.2. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall not cure prohibit Parent from taking any breach action, at any time or from time to time, that in the reasonable judgment of any representationthe Board of Directors of Parent, warrantyupon advice of tax counsel to Parent, covenant is reasonably necessary for Parent to avoid incurring entity level income or agreement contained excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement or otherwise limit or affect to qualify or preserve the remedies available hereunder status of any Subsidiary of Parent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, provided Parent provides notice to the Company before taking such action. (d) Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(e) and Section 6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(e) and Section 6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Parent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Parent and in form and substance reasonably satisfactory to Parent REIT Counsel and the Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent REIT Counsel and the Company prior to the date of this Agreement, if any, is and will be in form and substance reasonably satisfactory to Parent REIT Counsel and the Company subject to reasonable changes to take into account any partychanges in fact or law), containing representations of Parent reasonably necessary or appropriate to enable Parent REIT Counsel to render the tax opinion described in Section 6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Parent Merger Counsel and Company Merger Counsel a tax representation letter in form and substance reasonably satisfactory to Parent Merger Counsel and Company Merger Counsel, containing representations of Parent and Merger Sub reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(d) and Section 6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii).

Covenants of Parent. (a) Except From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) for Law or the regulations or requirements of any action takenstock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or omitted to be taken, pursuant to COVID-19 Measures, (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent agrees as required to itself and its Subsidiaries that such entities shall use commercially reasonable efforts to (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or otherwise by any reason outside of Parent and its Subsidiaries’ reasonable control excepted), (3) preserve Parent’s business organization intact, and to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, (4) maintain all insurance policies in all material respects and (5) maintain the status of Parent as a REIT. (b) Parent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (i) as expressly contemplated or permitted by this Agreement or Agreement, (vii) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on in Section 5.02(b4.2(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by applicable Law or otherwise contemplated the regulations or permitted under this Agreement requirements of any stock exchange or as required by regulatory organization applicable Law, to Parent shall not and shall not permit or any of its Subsidiaries, without or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), tosuch entities shall not: (i) amend (A) split, combine, subdivide or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (B) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than (1) repurchases, redemptions or exchanges of partnership units of Realty Income, L.P. for Parent Common Stock required pursuant to the adoption Parent Partnership Agreement, or (2) acquisitions of any amendment shares of Parent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Parent Equity Awards in accordance with the terms of the applicable Parent Equity Plan in order to its certificate of incorporation and bylaws or other organizational documentssatisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (ii) amend or propose to amend the organizational documents of Parent or Merger Sub (except for immaterial or ministerial amendments); (iii) except as disclosed in any Parent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or (y) change its methods of accounting in effect as of December 31, 2022, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (iv) adopt a plan or agreement of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution; or (iii) authorize any of, restructuring, recapitalization or agree or commit to take, any of the actions described in clauses (i) through (iv) of this Section 5.02(b). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfiedreorganization; provided, however, that the delivery foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Table of Contents Subsidiaries that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement; (v) waive the excess share provisions of, or otherwise grant or increase an exception to or waiver of any notice pursuant ownership limits set forth in, the organizational documents of Parent or any of its Subsidiaries for any Person (other than the Company or any of its Subsidiaries); (vi) take any action, or fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a REIT; (vii) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or (viii) agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 5.02 4.2. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall not cure prohibit Parent from taking any breach action, at any time or from time to time, that in the reasonable judgment of any representationthe Board of Directors of Parent, warrantyupon advice of tax counsel to Parent, covenant is reasonably necessary for Parent to avoid incurring entity level income or agreement contained excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement or otherwise limit or affect to qualify or preserve the remedies available hereunder status of any Subsidiary of Parent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, provided Parent provides notice to the Company before taking such action. (d) Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(e) and Section 6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(e) and Section 6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Parent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Parent and in form and substance reasonably satisfactory to Parent REIT Counsel and the Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent REIT Counsel and the Company prior to the date of this Agreement, if any, is and will be in form and substance reasonably satisfactory to Parent REIT Counsel and the Company subject to reasonable changes to take into account any party.changes in fact or law), containing representations of Parent reasonably necessary or appropriate to enable Parent REIT Counsel to render the tax opinion described in Section 6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Parent Merger Counsel and Company Merger Counsel a tax representation letter in form and substance reasonably satisfactory to Parent Merger Counsel and Company Merger Counsel, containing representations of Parent and Merger Sub reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(d) and Section 6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii). ARTICLE V

Covenants of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees, as to itself and its Subsidiaries, except to the extent that Company shall otherwise consent in writing (awhich consent shall not be unreasonably withheld or delayed) Except (i) and except as required by this Agreement or as set forth in Section 5.02(a) 5.02 of the Parent Disclosure LetterSchedule, to ---------------------------------------------- carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (iiit being acknowledged that the foregoing shall not limit the ability of Parent to make or pursue corporate acquisitions that will not violate any of the restrictions set forth in clause (d) of this Section 5.02 or in clause (e) of this Section 5.02 as it relates to ------------ ------------ clause (d) of this Section 5.02), to pay its debts and taxes when due subject to ------------ good faith disputes over such debts or taxes, to pay or perform its other obligations when due subject to good faith disputes over such obligations, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve substantially intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having business dealings with it and except in each case where the failure to do so would not have a Parent Material Adverse Effect. Except as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as required or otherwise contemplated or permitted by this Agreement or as set forth in Section 5.02 of --------------- the Parent Disclosure Schedule, Parent shall not (v) with and shall not permit any of ------------------------------ its Subsidiaries to), without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned)delayed): (a) declare or pay any dividends on or make any other distributions (whether in cash, during stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the Preissuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to Parent or any of its Subsidiaries; (b) sell, lease, license or otherwise dispose of a material property or asset or a material amount of properties or assets, except for transactions in the ordinary course of business; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Parent Intellectual Property Rights other than on a non-Closing Period, Parent shall, and shall cause its Subsidiaries to, carry on its business exclusive basis in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with it (it being understood that with respect to the matters specifically addressed by any provision of Section 5.02(b), such specific provisions shall govern over the more general provision of this Section 5.02(a)). (b) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) amend or permit the adoption of any amendment to its certificate of incorporation and bylaws or other organizational documentspractices; (iid) adopt a plan engage in any action or agreement enter into any transaction or permit any action to be taken or transaction to be entered into that could reasonably be expected to delay the consummation of, or otherwise adversely affect, any of complete or partial liquidation or dissolutionthe transactions contemplated by this Agreement; or (iiie) authorize any of, agree in writing or agree or commit otherwise to take, take any of the actions described in clauses (iSection 5.02(a) through (iv) of this Section 5.02(b5.02(d). (c) Parent shall promptly notify the Company (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any party.. --------------- ---------------