Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among Realty Income Corporation, Rams Md Subsidiary I, Inc., Rams Acquisition Sub Ii, Llc, Vereit, Inc., and Vereit Operating Partnership, L.p.,

• Date: 29 January 2021
• Section: Merger Agreements

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among

REALTY INCOME CORPORATION, RAMS MD SUBSIDIARY I, INC., RAMS ACQUISITION SUB

II, LLC, VEREIT, INC., and VEREIT OPERATING PARTNERSHIP, L.P., Dated as

of April 29, 2021

TABLE OF CONTENTS

ARTICLE I THE TRANSACTIONS 2

Section 1.1 The Mergers 2 Section 1.2 Closing 3 Section 1.3

Organizational Documents 3 Section 1.4 Directors and Officers 3 Section 1.5

Tax Consequences 4

ARTICLE II TREATMENT OF SECURITIES 4

Section 2.1 Effect on Capital Stock 4 Section 2.2 Effect on Partnership

Interests 5 Section 2.3 Exchange of Certificates 6 Section 2.4 Further

Assurances 11 Section 2.5 Treatment of VEREIT Equity Awards 11 Section 2.6

Adjustments to Prevent Dilution 14 Section 2.7 Lost Certificates 14 Section

2.8 No Dissenters’ Rights 14

ARTICLE III REPRESENTATIONS AND WARRANTIES 14

Section 3.1 Representations and Warranties of VEREIT 14 Section 3.2

Representations and Warranties of Realty Income 30

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS 47

Section 4.1 Covenants of VEREIT 47 Section 4.2 Covenants of Realty

Income 53

ARTICLE V ADDITIONAL AGREEMENTS 56

Section 5.1 Preparation of Proxy Statement; Stockholders Meetings 56 Section

5.2 Access to Information 58 Section 5.3 Reasonable Best Efforts 59

Section 5.4 Acquisition Proposals 60 Section 5.5 NYSE Listing 64 Section

5.6 Employee Matters 65 Section 5.7 Fees and Expenses 67 Section 5.8

Governance 67 Section 5.9 Exculpation; Indemnification; Directors’ and

Officers’ Insurance 68 Section 5.10 Dividends 69 Section 5.11 Public

Announcements 70 Section 5.12 Additional Agreements 70 Section 5.13 Tax

Matters 70

________________

Section 5.14 Financing Cooperation 71 Section 5.15 Separation and OfficeCo

Distribution 74

i

Section 5.16 Redemption of VEREIT Series F Preferred Stock 77 Section 5.17

Notification of Certain Matters; Transaction Litigation. 78 Section 5.18

Section 16 Matters 78 Section 5.19 Alternative Structure 79

ARTICLE VI CONDITIONS PRECEDENT 79

Section 6.1 Conditions to Each Party’s Obligation 79 Section 6.2

Conditions to Obligations of VEREIT 80 Section 6.3 Conditions to Obligations

of Realty Income 81

ARTICLE VII TERMINATION AND AMENDMENT 82

Section 7.1 Termination 82 Section 7.2 Effect of Termination 84

ARTICLE VIII GENERAL PROVISIONS 89

Section 8.1 Non-Survival of Representations, Warranties and Agreements 89

Section 8.2 Notices 89 Section 8.3 Interpretation 90 Section 8.4

Counterparts 91 Section 8.5 Entire Agreement; No Third-Party Beneficiaries

91 Section 8.6 Governing Law 91 Section 8.7 Severability 91 Section 8.8

Assignment 92 Section 8.9 Submission to Jurisdiction 92 Section 8.10

Enforcement 92 Section 8.11 WAIVER OF JURY TRIAL 93 Section 8.12 Amendment

93 Section 8.13 Extension; Waiver 93

ARTICLE IX DEFINITIONS 93

Exhibit A Terms of Separation and OfficeCo Distribution

ii

AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of

April 29, 2021 (this “ Agreement”), is by and among REALTY INCOME CORPORATION, a

Maryland corporation (“Realty Income”), RAMS MD SUBSIDIARY I, INC., a Maryland

corporation and a direct wholly owned Subsidiary of Realty Income (“Merger Sub

1”), RAMS ACQUISITION SUB II, LLC, a Delaware limited liability company and a

direct wholly owned Subsidiary of Realty Income (“Merger Sub 2”), VEREIT, INC.,

a Maryland corporation (“VEREIT”), and VEREIT OPERATING PARTNERSHIP, L.P., a

Delaware limited partnership (“ VEREIT OP”). Each of Realty Income, Merger Sub

1, Merger Sub 2, VEREIT and VEREIT OP is referred to herein as a “party” and,

collectively, the “parties.” WHEREAS, the parties intend that, subject to the

terms and conditions set forth herein, (a) at the date and time the Partnership

Merger (as defined below) becomes effective (the “Partnership Merger Effective

Time”), Merger Sub 2 will be merged with and into VEREIT OP pursuant to the

Partnership Merger, with VEREIT OP continuing as the surviving entity of the

Partnership Merger, and in which (i) each outstanding VEREIT Partnership Common

Unit that is owned by VEREIT immediately prior to the Partnership Merger

Effective Time will remain outstanding as one Surviving VEREIT Partnership

Common Unit (as defined below), and (ii) each outstanding VEREIT Partnership

Common Unit that is owned by a VEREIT OP Minority Partner (as defined below)

immediately prior to the Partnership Merger Effective Time will be converted

into the right to receive a number of newly issued shares of common stock, par