The Merger Agreement also includes certain termination rights for both the Company and ARCP and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, the Company or ARCP, as applicable, may be required to pay to the other party expense reimbursements in an amount equal to $10,000,000. The Merger Agreement also provides for the payment of a break-up fee by the Company in the amount of $100,000,000 if the Merger Agreement is terminated under specified circumstances, and for the payment of a reverse break-up fee by ARCP in the amount of either $5,000,000 or $110,000,000 if the Merger Agreement is terminated under certain other specified circumstances.

The completion of the Merger is subject to various conditions, including, among other things, the approval by the Company’s stockholders of the Merger and the approval by ARCP’s stockholders of the issuance of ARCP Common Stock in connection with the Merger, the absence of any law, order or injunction prohibiting the consummation of the Merger, the receipt of certain third party consents and the consummation by ARCP of its previously announced mergers with CapLease, Inc. (“CapLease” and the proposed merger with CapLease, the “CapLease Merger”) and American Realty Capital Trust IV, Inc. (“ARCT IV” and the proposed merger with ARCT IV, the“ARCT IV Merger”). Moreover, each party’s obligation to consummate the Merger is subject to certain other conditions, including the accuracy of the other party’s representations and warranties (subject to customary qualifications) and the other party’s material compliance with its covenants and agreements contained in the Merger Agreement.