Common use of Sale and Delivery to the Underwriters Clause in Contracts

Sale and Delivery to the Underwriters. CLOSING 17 SECTION 3. COVENANTS OF THE COMPANY 18 SECTION 4. PAYMENT OF EXPENSES 23 SECTION 5. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS 24 SECTION 6. INDEMNIFICATION 27 SECTION 7. CONTRIBUTION 29 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 30 SECTION 9. TERMINATION OF AGREEMENT 31 SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS 31 SECTION 11. NOTICES 32 SECTION 12. PARTIES 32 SECTION 13. NO ADVISORY OR FIDUCIARY RESPONSIBILITY; TAX DISCLOSURE 33 SECTION 14. INTEGRATION 33 SECTION 15. GOVERNING LAW AND TIME 34 SECTION 16. WAIVER OF JURY TRIAL 34 SECTION 17. EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS 34 Schedule B – Pricing Schedule Sch B-1 Schedule C – Pricing Related Information Sch C-1 Exhibit A – Form of Opinion of Xxxxxx & Xxxxxxx LLP A-1 Exhibit B – Form of Opinion of Xxxxxxx X. Xxxxxxxx B-1 Exhibit C – Form of Opinion of Xxxxxxx LLP C-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 As Representatives of the several Underwriters Ladies and Gentlemen: Realty Income Corporation, a Maryland corporation (the “Company”), confirms its agreement with the underwriters named in Schedule A hereto (the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) and RBC Capital Markets, LLC (“RBC”) are acting as representatives (BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, in such capacities, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in said Schedule A and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,800,000 additional shares of Common Stock. The aforesaid 12,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 1,800,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.” The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-186788) (the “Current Registration Statement”) for the registration of shares of its Common Stock (including the Securities), shares of its preferred stock, par value $0.01 per share (the “Preferred Stock”), its debt securities, depositary shares representing fractional interests in shares of Preferred Stock, and warrants to purchase its debt securities, Common Stock, Preferred Stock or depositary shares under the Securities Act of 1933, as amended (the “1933 Act”), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement and the Base Prospectus (as hereinafter defined) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such final prospectus supplement or the Base Prospectus that was omitted from the Current Registration Statement at the time it became effective but that is deemed to be part of and included in the Current Registration Statement pursuant to paragraph (f) of Rule 430B under the 1933 Act Regulations is referred to as the “Rule 430B Information.” Each prospectus, together with the related prospectus supplement, relating to the Securities that omitted the Rule 430B Information or that was captioned “Subject to Completion” or “Preliminary” (or a similar caption) that was used after the date on which the Current Registration Statement first became effective and prior to the execution and delivery of this Agreement is herein called, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, a “preliminary prospectus” and all references herein to any “preliminary prospectus” shall be deemed to include the Statutory Prospectus (as hereinafter defined). The Current Registration Statement, at any given time, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, if any, and documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, and the documents and information (including, without limitation, any 430B Information) otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations at such time, are hereinafter called, collectively, the “Registration Statement.” The prospectus dated February 22, 2013 (the “Base Prospectus”) and the final prospectus supplement relating to the offering of the Securities, including the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the 1933 Act Regulations or otherwise) or, if not furnished to the Underwriters, in the form first filed by the Company pursuant to Rule 424(b), are herein called, collectively, the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as hereinafter defined) or any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “disclosed,” “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation, Rule 430B(f) of the 1933 Act Regulations) to be a part of or included in, the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be. All references in this Agreement to properties or improvements “owned by” or “of” the Company or any of its subsidiaries shall be deemed to mean and include all properties and improvements which are leased by the Company or any of its subsidiaries, as lessee.

Sale and Delivery to the Underwriters. CLOSING 17 18 SECTION 3. COVENANTS OF THE COMPANY 18 19 SECTION 4. PAYMENT OF EXPENSES 23 SECTION 5. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS 24 SECTION 6. INDEMNIFICATION 27 SECTION 7. CONTRIBUTION 29 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 30 SECTION 9. TERMINATION OF AGREEMENT 31 30 SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS 31 SECTION 11. NOTICES 32 31 SECTION 12. PARTIES 32 SECTION 13. RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES 32 SECTION 14. NO ADVISORY OR FIDUCIARY RESPONSIBILITY; TAX DISCLOSURE 33 SECTION 1415. INTEGRATION 33 SECTION 1516. GOVERNING LAW AND TIME 34 SECTION 1617. WAIVER OF JURY TRIAL 34 SECTION 1718. EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS 34 Schedule B – Pricing Schedule Sch B-1 Schedule C – Pricing Related Information Term Sheet Sch C-1 Exhibit A – Form of Opinion of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP A-1 Exhibit B – Form of Opinion of Barclays Capital Inc. 700 Xxxxxxx X. Xxxxxxxx B-1 Exhibit C – Form of Opinion of Xxxxxxx LLP C-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 J.X. Xxxxxx Securities LLC 300 Xxxxxxx & Co. Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Securities USA LLC 0000 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 As Representatives of the several Underwriters Ladies and Gentlemen: Realty Income Corporation, a Maryland corporation (the “Company”), confirms its agreement with the underwriters named in Schedule A hereto (the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. (“BofA Xxxxxxx XxxxxBarclays”), Citigroup Global Markets Inc. (“Citi”), J.X. Xxxxxx Xxxxxxx & Co. Securities LLC (“Xxxxxx XxxxxxxJ.X. Xxxxxx”), Xxxxx Fargo Securities, ) and Mizuho Securities USA LLC (“Xxxxx Fargo”) and RBC Capital Markets, LLC (“RBCMizuho”) are acting as representatives (BofA Xxxxxxx XxxxxBarclays, Citi, J.X. Xxxxxx Xxxxxxx, Xxxxx Fargo and RBCMxxxxx, in such capacities, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares $750,000,000 aggregate principal amount of the Common Stock, par value $0.01 per share, of the Company Company’s 5.625% Notes due 2032 (the “Common StockSecurities”) set forth in said Schedule A and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,800,000 additional shares of Common Stock). The aforesaid 12,000,000 shares Securities are to be issued pursuant to an indenture dated as of Common Stock October 28, 1998 (the “Initial SecuritiesIndenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”) to be purchased by The Bank of New York, the Underwriters and all or any part of the 1,800,000 shares of Common Stock subject to the option described in Section 2(b) hereof original trustee (the “Option SecuritiesOriginal Trustee”) are hereinafter called, collectively, the “Securities.” ). The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. On November 1, 2021 (the “Acquisition Date”), the Company completed the acquisition (the “Acquisition”) of VEREIT, Inc. (“VEREIT” or the “Acquired Company”) pursuant to the Agreement and Plan of Merger dated as of April 29, 2021, as amended on June 25, 2021 (the “Acquisition Agreement,” which term, as used herein, includes all exhibits, schedules and attachments thereto, in each case as amended or supplemented, if applicable, from time to time) by and among the Company, Rams MD Subsidiary I, Inc. (“Merger Sub I”), Rams Acquisition Sub II, LLC, VEREIT, and VEREIT Operating Partnership, L.P. (“VEREIT OP” and, together with VEREIT, collectively, the “Subject Companies” and, individually, a “Subject Company”). Unless otherwise expressly stated herein, all references to “subsidiaries” of the Company and similar references shall include, but not be limited to, the Subject Companies and all other subsidiaries acquired by the Company pursuant to the Acquisition. The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-186788257510) (the “Current Registration Statement”) for the registration of shares of its common stock, par value $0.01 per share (the “Common Stock (including the SecuritiesStock”), shares of its preferred stock, par value $0.01 per share (the “Preferred Stock”), its debt securitiessecurities (including the Securities), depositary shares representing fractional interests in shares of Preferred Stock, and warrants to purchase its debt securities, Common Stock, Preferred Stock or depositary shares under the Securities Act of 1933, as amended (the “1933 Act”), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement and the Base Prospectus (as hereinafter defined) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such final prospectus supplement or the Base Prospectus that was omitted from the Current Registration Statement at the time it became effective but that is deemed to be part of and included in the Current Registration Statement pursuant to paragraph (f) of Rule 430B under the 1933 Act Regulations is referred to as the “Rule 430B Information.” Each prospectus, together with the related prospectus supplement, relating to the Securities that omitted the Rule 430B Information or that was captioned “Subject to Completion” or “Preliminary” (or a similar caption) that was used after the date on which the Current Registration Statement first became effective and prior to the execution and delivery of this Agreement is herein called, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, a “preliminary prospectus” and all references herein to any “preliminary prospectus” shall be deemed to include the Statutory Prospectus (as hereinafter defined). The Current Registration Statement, at any given time, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, if any, and documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, and the documents and information (including, without limitation, any 430B Information) otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations at such time, are hereinafter called, collectively, the “Registration Statement.” The prospectus dated February 22June 29, 2013 2021 (the “Base Prospectus”) and the final prospectus supplement relating to the offering of the Securities, including the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the 1933 Act Regulations or otherwise) or, if not furnished to the Underwriters, in the form first filed by the Company pursuant to Rule 424(b), are herein called, collectively, the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as hereinafter defined) or any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “disclosed,” “contained,” “included,” “made,” “stated” or “statedreferred to” in the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation, Rule 430B(f) of the 1933 Act Regulations) to be a part of or included in, the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”) or the rules and regulations promulgated thereunder (the “1934 Act Regulations”), which is incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be. All references in this Agreement to properties or improvements “owned by” or “of” the Company or any of its subsidiaries shall be deemed to mean and include all properties and improvements which are leased by the Company or any of its subsidiaries, as lessee.

Sale and Delivery to the Underwriters. CLOSING 17 18 SECTION 3. COVENANTS OF THE COMPANY 18 19 SECTION 4. PAYMENT OF EXPENSES 23 24 SECTION 5. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS 24 SECTION 6. INDEMNIFICATION 27 SECTION 7. CONTRIBUTION 29 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 30 SECTION 9. TERMINATION OF AGREEMENT 31 30 SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS 31 SECTION 11. NOTICES 32 31 SECTION 12. PARTIES 32 SECTION 13. NO ADVISORY OR FIDUCIARY RESPONSIBILITY; TAX DISCLOSURE 33 32 SECTION 14. INTEGRATION 33 SECTION 15. GOVERNING LAW AND TIME 34 33 SECTION 16. WAIVER OF JURY TRIAL 34 33 SECTION 17. EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS 34 33 Schedule B – Pricing Schedule Sch B-1 Schedule C – Pricing Related Information Sch C-1 Exhibit A – Form of Opinion of Xxxxxx & Xxxxxxx LLP A-1 Exhibit B – Form of Opinion of Xxxxxxx X. Xxxxxxxx B-1 Exhibit C – Form of Opinion of Xxxxxxx LLP C-1 Xxxxxxx LynchCredit Suisse Securities (USA) LLC Eleven Madison Avenue New York, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10010 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, UBS Securities LLC 000 Xxxx 0000 Xxxxxx 0xx Xxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 As Representatives of the several Underwriters Ladies and Gentlemen: Realty Income Corporation, a Maryland corporation (the “Company”), confirms its agreement with the underwriters underwriter or underwriters, as the case may be, named in Schedule A hereto (individually, an “Underwriter” and collectively, the “Underwriters,” which term terms shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, it being understood and agreed that, if there is only one Underwriter listed on Schedule A hereto, then all references herein to the “Underwriters” shall mean such sole Underwriter, mutatis mutandis), for whom Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (“BofA Xxxxxxx Xxxxx”)USA) LLC, Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), Xxxxx Fargo Securities, and UBS Securities LLC (“Xxxxx Fargo”) and RBC Capital Markets, LLC (“RBC”) are acting as representatives representative or representatives, as the case may be (BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, in such capacitiescapacity, individually, a “Representative” and, collectively, the “Representatives”,” it being understood and agreed that, if there is only one such Representative named in this sentence, then all references herein to the “Representatives” shall be deemed to mean such sole Representative, mutatis mutandis), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in said Schedule A and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,800,000 additional shares of Common Stock. A. The aforesaid 12,000,000 6,500,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 1,800,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, called the “Securities.” The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-186788208652) (the “Current Registration Statement”) for the registration of shares of its Common Stock (including the Securities), shares of its preferred stock, par value $0.01 per share (the “Preferred Stock”), its debt securities, depositary shares representing fractional interests in shares of Preferred Stock, and warrants to purchase its debt securities, Common Stock, Preferred Stock or depositary shares under the Securities Act of 1933, as amended (the “1933 Act”), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement and the Base Prospectus (as hereinafter defined) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such final prospectus supplement or the Base Prospectus that was omitted from the Current Registration Statement at the time it became effective but that is deemed to be part of and included in the Current Registration Statement pursuant to paragraph (f) of Rule 430B under the 1933 Act Regulations is referred to as the “Rule 430B Information.” Each prospectus, together with the related prospectus supplement, relating to the Securities that omitted the Rule 430B Information or that was captioned “Subject to Completion” or “Preliminary” (or a similar caption) that was used after the date on which the Current Registration Statement first became effective and prior to the execution and delivery of this Agreement is herein called, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, a “preliminary prospectus” and all references herein to any “preliminary prospectus” shall be deemed to include the Statutory Prospectus (as hereinafter defined). The Current Registration Statement, at any given time, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, if any, and documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, and the documents and information (including, without limitation, any 430B Information) otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations at such time, are hereinafter called, collectively, the “Registration Statement.” The prospectus dated February 22December 21, 2013 2015 (the “Base Prospectus”) and the final prospectus supplement relating to the offering of the Securities, including the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the 1933 Act Regulations or otherwise) or, if not furnished to the Underwriters, in the form first filed by the Company pursuant to Rule 424(b), are herein called, collectively, the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as hereinafter defined) or any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “disclosed,” “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation, Rule 430B(f) of the 1933 Act Regulations) to be a part of or included in, the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be. All references in this Agreement to properties or improvements “owned by” or “of” the Company or any of its subsidiaries shall be deemed to mean and include all properties and improvements which are leased by the Company or any of its subsidiaries, as lessee.

Sale and Delivery to the Underwriters. CLOSING 17 18 SECTION 3. COVENANTS OF THE COMPANY 18 19 SECTION 4. PAYMENT OF EXPENSES 23 24 SECTION 5. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS 24 25 SECTION 6. INDEMNIFICATION 27 SECTION 7. CONTRIBUTION 29 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 30 SECTION 9. TERMINATION OF AGREEMENT 31 30 SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS 31 SECTION 11. NOTICES 32 SECTION 12. PARTIES 32 SECTION 13. NO ADVISORY OR FIDUCIARY RESPONSIBILITY; TAX DISCLOSURE 33 32 SECTION 14. INTEGRATION 33 SECTION 15. GOVERNING LAW AND TIME 34 33 SECTION 16. WAIVER OF JURY TRIAL 34 33 SECTION 17. EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS 34 33 Schedule B – Pricing Schedule Sch B-1 Schedule C – Pricing Related Information Sch C-1 Exhibit A – Form of Opinion of Xxxxxx & Xxxxxxx LLP A-1 Exhibit B – Form of Opinion of Xxxxxxx X. Xxxxxxxx B-1 B-2 Exhibit C – Form of Opinion of Xxxxxxx LLP C-1 RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 As Representatives of the several Underwriters Ladies and Gentlemen: Realty Income Corporation, a Maryland corporation (the “Company”), confirms its agreement with the underwriters named in Schedule A hereto (the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC Capital Markets, LLC (“RBC”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) and RBC Capital Markets, LLC (“RBC”) are acting as representatives (RBC and BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, in such capacities, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in said Schedule A and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,800,000 additional shares of Common Stock. A. The aforesaid 12,000,000 5,500,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 1,800,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, called the “Securities.” The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-186788) (the “Current Registration Statement”) for the registration of shares of its Common Stock (including the Securities), shares of its preferred stock, par value $0.01 per share (the “Preferred Stock”), its debt securities, depositary shares representing fractional interests in shares of Preferred Stock, and warrants to purchase its debt securities, Common Stock, Preferred Stock or depositary shares under the Securities Act of 1933, as amended (the “1933 Act”), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement and the Base Prospectus (as hereinafter defined) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such final prospectus supplement or the Base Prospectus that was omitted from the Current Registration Statement at the time it became effective but that is deemed to be part of and included in the Current Registration Statement pursuant to paragraph (f) of Rule 430B under the 1933 Act Regulations is referred to as the “Rule 430B Information.” Each prospectus, together with the related prospectus supplement, relating to the Securities that omitted the Rule 430B Information or that was captioned “Subject to Completion” or “Preliminary” (or a similar caption) that was used after the date on which the Current Registration Statement first became effective and prior to the execution and delivery of this Agreement is herein called, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, a “preliminary prospectus” and all references herein to any “preliminary prospectus” shall be deemed to include the Statutory Prospectus (as hereinafter defined). The Current Registration Statement, at any given time, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, if any, and documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, and the documents and information (including, without limitation, any 430B Information) otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations at such time, are hereinafter called, collectively, the “Registration Statement.” The prospectus dated February 22, 2013 (the “Base Prospectus”) and the final prospectus supplement relating to the offering of the Securities, including the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the 1933 Act Regulations or otherwise) or, if not furnished to the Underwriters, in the form first filed by the Company pursuant to Rule 424(b), are herein called, collectively, the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as hereinafter defined) or any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “disclosed,” “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation, Rule 430B(f) of the 1933 Act Regulations) to be a part of or included in, the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case may be. All references in this Agreement to properties or improvements “owned by” or “of” the Company or any of its subsidiaries shall be deemed to mean and include all properties and improvements which are leased by the Company or any of its subsidiaries, as lessee.