SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 9th, 2016 • Spirit Realty Capital, Inc. • Operators of nonresidential buildings • New York
Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), and Spirit Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), each confirms its respective agreements with Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and SunTrust Robinson Humphrey, Inc., as sales agents and/or principals (each, a “Manager” and, collectively, the “Managers”). The Company proposes to issue and sell to or through the Managers, on the terms set forth in this equity distribution agreement shares of its common stock, $0.01 par value per share, having an aggregate gross sales price of up to $500,000,000 (the “Shares” and, such amount, the “Maximum Amount”). The shares of common stock, $0.01 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.” The obligations of Managers under this Agreement shall be several, and not joint. The Company and the
