Realty Income

The charter permits the Company to co-invest in joint ventures alongside the Sponsor, Advisor, Directors, or their Affiliates, subject to Independent Director approval, creating potential conflicts over deal selection and terms.

“The Company may invest in Joint Ventures with the Sponsor, the Advisor, one (1) or more Directors or any of their Affiliates only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Company and on substantially the same terms and conditions as those received by the other joint venturers.”

The charter explicitly permits the Company to purchase or lease assets from the Sponsor, Advisor, Directors, officers, or their Affiliates, subject only to majority Independent Director approval, creating ongoing related-party transaction risk.

“The Company may purchase or lease an Asset or Assets from the Sponsor, the Advisor, a Director, an officer or any Affiliate thereof upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction (i) that such transaction is fair and reasonable to the Company and (ii) that such transaction is at a price to the Company no greater than the cost of the Asset to such Sponsor, Advisor, Director, officer, Affiliate or, if the price to the Company is in excess of such cost, substantial justification exists for the excess and the excess is reasonable.”

Realty Capital Securities, LLC, the designated Dealer Manager for offerings, is defined as an Affiliate of the Company, creating a structural related-party conflict in the distribution of offering shares.

“'DEALER MANAGER' means Realty Capital Securities, LLC, an Affiliate of the Company, or such other Person selected by the Board to act as the dealer manager for an Offering.”