Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCADGCL, at the First Effective Time, Merger Sub 1 and the Company shall consummate the First Merger, pursuant to which Merger Sub 1 will be merged with and into Merger Subthe Company. As a result of the First Merger, whereupon the separate corporate existence of the Company shall Merger Sub 1 will cease, and Merger Sub shall the Company will continue under the name “Safari Acquisition, LLC” as the surviving entity in corporation of the First Merger (the “Surviving EntityCorporation”) and shall be governed by the laws of the State of Delaware). The First Merger shall will have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this AgreementDGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the First Effective Time, all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of the Company and Merger Sub, including, to Sub 1 will vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Surviving Corporation, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company and Merger Sub shall 1 will become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving EntityCorporation. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPADGCL and NLLCA, at the Partnership Merger Second Effective Time, Merger Sub 2 and the Company Operating Partnership Surviving Corporation shall consummate the Second Merger, pursuant to which the Surviving Corporation shall be merged with and into Merger Sub 2. As a result of the Parent Operating PartnershipSecond Merger, whereupon the separate corporate existence of the Company Operating Partnership shall Surviving Corporation will cease, and the Parent Operating Partnership Merger Sub 2 shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity Surviving Entity (provided that references herein to the Company or the Surviving Corporation in respect of periods after the Partnership Merger (Second Effective Time shall include the “Surviving Partnership”) and shall be governed by the laws of the State of DelawareEntity). The Partnership Second Merger shall will have the effects specified set forth in the DRULPA applicable provisions of the DGCL and this AgreementNLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Second Effective Time, all of the Surviving Partnership shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of the Company Operating PartnershipSurviving Corporation and Merger Sub 2 will vest in the Surviving Entity, and all of the claimsdebts, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCorporation and Merger Sub 2 will become the debts, liabilities and duties of the Surviving Entity. (c) At the First Effective Time, (i) the certificate of incorporation of the Surviving Corporation will, by virtue of the First Merger, be amended and restated so as to be the same as the certificate of incorporation of Merger Sub 1 in effect immediately prior to the First Effective Time (except that the name of the Surviving Corporation shall be “Sun Country Airlines Holdings, Inc.”), until thereafter amended as provided therein or by applicable Law, and (ii) the bylaws of the Surviving Corporation will, by virtue of the First Merger, be amended and restated as of the First Effective Time to read as the bylaws of Merger Sub 1 as in effect immediately prior to the First Effective Time (except that the name of the Surviving Corporation shall be “Sun Country Airlines Holdings, Inc.”), until thereafter amended as provided therein or by applicable Law. (d) At the Second Effective Time, (i) the articles of organization of Merger Sub 2 as in effect immediately prior to the Second Effective Time will, by virtue of the Second Merger, be the articles of organization of the Surviving Entity, until thereafter amended as provided therein or by applicable Law and (ii) the operating agreement of Merger Sub 2 as in effect immediately prior to the Second Effective Time will, by virtue of the Second Merger, be the operating agreement of the Surviving Entity (except that the name of the Surviving Entity shall be “Sun Country Airlines Holdings, LLC”), until thereafter amended as provided therein or by applicable Law. (e) Unless otherwise determined by Parent, at the First Effective Time, (i) the directors of Merger Sub 1 immediately prior to the First Effective Time shall, from and after the First Effective Time until the Second Effective Time, be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and (ii) the officers of Merger Sub 1 immediately prior to the First Effective Time, shall, from and after the First Effective Time until the Second Effective Time, be the officers of the Surviving Corporation, each to hold the same office with the Surviving Corporation as such officer held with Merger Sub 1 immediately prior to the First Effective Time in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (f) Unless otherwise determined by ▇▇▇▇▇▇, at the Second Effective Time, the managers and officers of Merger Sub 2 immediately prior to the Second Effective Time shall, from and after the Second Effective Time, be the managers and officers of the Surviving Entity, each to hold office in accordance with the articles of organization and operating agreement of the Surviving Entity until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of organization and operating agreement of the Surviving Entity. (g) If at any time after the First Effective Time, the Surviving Corporation determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub 1 acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the First Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub 1, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement. (h) If at any time after the Second Effective Time, the Surviving Entity determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub 2 acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Second Merger or otherwise to carry out this Agreement, then the officers and managers of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub 2, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such entities or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA and the DLLCA, at the Partnership Merger Effective Time, Operating Partnership shall merge with and into OP Merger Sub, whereupon the separate existence of Operating Partnership shall cease, and OP Merger Sub shall continue as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, the Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of the Company shall cease, and Merger REIT M▇▇▇▇▇ Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of DelawareREIT Merger. The REIT Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and REIT Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger REIT M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL English Law and the DLLCAFrench Law, as applicable, at the Technip Effective Time, the Company Technip Merger shall occur, upon the consummation of which Technip shall be merged with and into Merger SubTopco, whereupon and without any additional action on the part of Technip, the separate corporate existence of the Company Technip shall cease, thereupon cease and Merger Sub Topco shall continue under the name “Safari Acquisition, LLC” as the surviving entity company in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of DelawareTechnip Merger. The Technip Merger shall have the effects set forth in this Agreement, the Cross-Border Merger Terms and the applicable provisions of the MGCL, UK Merger Regulations and the DLLCA and this AgreementFrench Merger Regulations. Without limiting the generality of the foregoing, foregoing and subject theretoto applicable Law, from and after the Technip Effective Time, Time all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of the Company Technip and Merger Sub, including, to the fullest extent permitted by Law, all rights Topco shall vest in and to the Company Office Lease Topco and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall includedebts, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts liabilities and duties of the Company Technip and Merger Sub Topco shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving EntityTopco. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPADGCL and DLLCA, at the Partnership Merger FMCTI Effective Time, the Company Operating Partnership FMCTI Merger shall occur, upon the consummation of which U.S. Merger Sub shall be merged with and into the Parent Operating PartnershipFMCTI, whereupon the separate corporate existence of the Company Operating Partnership U.S. Merger Sub shall cease, thereupon cease and the Parent Operating Partnership FMCTI shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger corporation (the “FMCTI Merger Surviving PartnershipCorporation”) ). The FMCTI Merger shall be preceded by, and shall be governed by conditioned on the laws completion of, the Technip Merger. As a result of the State FMCTI Merger, FMCTI shall become a wholly owned, indirect Subsidiary of DelawareTopco. The Partnership FMCTI Merger shall have the effects specified in the DRULPA DGCL and this AgreementDLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger FMCTI Effective Time, the FMCTI Merger Surviving Partnership Corporation shall possess all properties, the rights, privilegespowers, powers privileges and franchises of the Company Operating Partnership, and be subject to all of the claims, obligations, liabilities, debts liabilities and duties of FMCTI and U.S. Merger Sub, all as provided under the Company Operating Partnership DGCL and DLLCA. At the FMCTI Effective Time, the certificate of incorporation of FMCTI as in effect immediately prior to the FMCTI Effective Time shall become be the claims, obligations, liabilities, debts and duties certificate of incorporation of the FMCTI Merger Surviving PartnershipCorporation until thereafter changed or amended as provided therein or by applicable Law. The name of the FMCTI Merger Surviving Corporation immediately after the FMCTI Effective Time shall be “FMC Technologies, Inc.”. At the FMCTI Effective Time, the FMCTI bylaws in effect immediately prior to the FMCTI Effective Time shall be the bylaws of the FMCTI Merger Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Subject to applicable Law, as of the FMCTI Effective Time, the directors of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation. As of the FMCTI Effective Time, the officers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the officers of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company shall be merged with and into the Merger Sub, whereupon the separate existence of the Company shall cease, and the Merger Sub shall continue under the name “Safari Genie Acquisition, LLC” as the surviving entity in the Merger (the “Surviving EntityCompany”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth specified in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity Company shall possess all properties, rights, privileges, powers and franchises of the Company and the Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and the Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving EntityCompany. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the its current name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in : (a) In accordance with the MGCL and the DLLCADGCL, at the Effective Time, the Company (a) Merger Sub shall be merged with and into Merger Sub, whereupon the Company and the separate corporate existence of Merger Sub shall thereupon cease, (b) the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as be the surviving entity corporation in the Merger (hereinafter referred to as the “Surviving EntityCorporation”) and a wholly-owned direct subsidiary of Merger Sub II and (c) the separate corporate existence of the Company, with all of its properties, rights, privileges, immunities, powers and franchises, shall be governed continue unaffected by the laws of the State of Delaware. The Merger shall have the effects Merger, except as set forth in the applicable provisions of the MGCL, the DLLCA and this AgreementArticle II. Without limiting the generality of the foregoing, foregoing and subject thereto, from and after at the Effective Time, all the Surviving Entity shall possess all properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights Sub shall vest in and to the Company Office Lease as the Surviving Corporation and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilitiesdebts, debts liabilities and duties of the Company and Merger Sub shall become the claims, obligations, liabilitiesdebts, debts liabilities and duties of the Company as the Surviving EntityCorporation. The Merger shall have the effects set forth in this Agreement and specified in the DGCL. (b) Upon the terms and subject to the conditions of this Agreement, and in In accordance with the DRULPADGCL and the DLLCA, at immediately following the Partnership effectiveness of the Merger Effective Timedescribed in clause (a) above, (i) Parent shall cause the Company Operating Partnership shall Surviving Corporation to be merged with and into the Parent Operating Partnership, whereupon Merger Sub II and the separate corporate existence of the Company Operating Partnership Surviving Corporation shall cease, thereupon cease and the Parent Operating Partnership (ii) Merger Sub II shall continue under the name “ARC Properties Operating Partnership, L.P.” as be the surviving entity company in the Partnership Subsequent Merger (hereinafter referred to as the “Surviving PartnershipCompany”) and shall be governed by a wholly-owned direct subsidiary of Parent. Immediately following the laws effectiveness of the State of Delaware. The Partnership Subsequent Merger shall have described in this clause (b), all the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, immunities, powers and franchises of the Surviving Corporation and Merger Sub II shall vest in the Surviving Company Operating Partnership, and all of the claims, obligations, liabilitiesdebts, debts liabilities and duties of the Company Operating Partnership Surviving Corporation and Merger Sub II shall become the claims, obligations, liabilitiesdebts, debts liabilities and duties of Merger Sub II as the Surviving PartnershipCompany. The Subsequent Merger shall have the effects set forth in this Agreement and specified in the DGCL and the DLLCA.

The Mergers. (ai) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions of set forth in this Agreement, and in accordance with the MGCL Delaware Limited Liability Company Act, as amended (the “DLLCA”), and the DLLCAGeneral Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, the Company shall be merged with and into Merger SubSub (the “Merger”). As a result of the Merger, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in Surviving Company, such that following the Merger (Merger, the “Surviving Entity”) and shall Company will be governed by the laws a wholly owned subsidiary of the State of DelawareParent. The Merger shall will have the effects set forth provided in the applicable provisions of the MGCL, this Agreement and as specified in the DLLCA and this Agreement. Without limiting the generality of the foregoingDGCL, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entityas applicable. (bii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions of set forth in this Agreement, and in accordance with the DRULPAMGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPA, at the Partnership Merger Effective Time, the Company Operating Partnership OP shall be merged with and into the Parent Operating PartnershipOP (the “Partnership Merger”). As a result of the Partnership Merger, whereupon the separate existence of the Company Operating Partnership OP shall cease, and the Parent Operating Partnership OP shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall will have the effects provided in this Agreement and as specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipDRUPA.

The Mergers. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, (a) at the Duke Effective Time, the Company Duke Merger Sub shall be merged with and into Merger Sub, whereupon Parent in accordance with the NRS and the separate corporate existence of the Company shall cease, and Duke Merger Sub shall continue under thereupon cease, (b) Parent shall be the name “Safari Acquisition, LLC” surviving corporation in the Duke Merger (sometimes hereinafter referred to as the surviving entity in the Merger (the “Duke Surviving EntityCorporation”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Duke Effective Time, shall be a wholly owned Subsidiary of Holdco and the Surviving Entity shall possess separate corporate existence of Parent with all properties, of its rights, privileges, immunities, powers and franchises of shall continue unaffected by the Company Duke Merger as provided in the NRS, and (c) the Duke Merger Subshall have such other effects as provided in the NRS, includingin each case, to the fullest extent permitted by Law, all rights except as expressly set forth in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries this Agreement (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSEapplicable Laws), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA, (a) at the Partnership Merger Gulf Effective Time, the Company Operating Partnership Gulf Merger Sub shall be merged with and into the Parent Operating Partnership, whereupon Company in accordance with the DGCL and the separate corporate existence of Gulf Merger Sub shall thereupon cease, (b) the Company shall be the surviving corporation in the Gulf Merger (sometimes hereinafter referred to as the “Gulf Surviving Corporation”, and together with Duke Surviving Corporation, collectively “Surviving Corporations”) and from and after the Gulf Effective Time, shall be a wholly owned Subsidiary of Holdco and the separate corporate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws with all of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, its rights, privileges, immunities, powers and franchises shall continue unaffected by the Gulf Merger as provided in the DGCL, and (c) the Gulf Merger shall have such other effects as provided in the DGCL, in each case, except as expressly set forth in this Agreement (to the extent permitted by applicable Laws). (c) In connection with the Mergers and prior to the Duke Effective Time, Holdco shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Holdco Common Stock to permit the issuance of shares of Holdco Common Stock to the holders of shares of Parent Common Stock as of the Duke Effective Time and Company Operating Partnership, and all Common Stock as of the claimsGulf Effective Time, obligationsas applicable, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnershipin accordance with this Agreement.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, Agreement (i) at the Sorin Merger Effective Time, the Company Sorin shall be merged with and into Merger SubHoldco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of the Company Sorin shall cease, and Merger Sub Holdco shall continue under the name “Safari Acquisition, LLC” as the surviving entity company in the Sorin Merger (the “Sorin Merger Surviving EntityCompany”), and (ii) and at the Cyberonics Merger Effective Time, Merger Sub shall be governed by merged with and into Cyberonics in accordance with the laws DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the State of Delawaresurviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects set forth in prescribed by the applicable provisions of the MGCL, UK Merger Regulations and the DLLCA Italian Merger Regulations and this Agreement. , and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing, foregoing and subject thereto, from and after (i) at the Sorin Merger Effective Time, all the Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall vest in Holdco as the Company and Sorin Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Surviving Company, and all of the claims, obligationsdebts, liabilities, debts obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties of the Company Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the claims, obligationsdebts, liabilities, debts obligations and duties of the Cyberonics Merger Surviving Entity. (b) Upon Corporation. After the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective TimeMergers, the Company Operating Partnership Cyberonics Merger Surviving Corporation shall be merged with and into the Parent Operating Partnership, whereupon the separate existence a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Sorin Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipCompany.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCADLLC Act, at the Effective Time, the Company GNL Advisor Sub shall be merged with and into Merger SubGNL Advisor, whereupon the separate existence of the Company GNL Advisor Sub shall cease, and Merger Sub GNL Advisor shall continue under the name “Safari AcquisitionGlobal Net Lease Advisors, LLC” as the surviving entity in the GNL Advisor Merger (the “Surviving GNL Advisor Entity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPADLLC Act, at the Partnership Merger Effective Time, the Company Operating Partnership GNL PM Sub shall be merged with and into the Parent Operating PartnershipGNL Property Manager, whereupon the separate existence of the Company Operating Partnership GNL PM Sub shall cease, and the Parent Operating Partnership GNL Property Manager shall continue under the name “ARC Properties Operating PartnershipGlobal Net Lease Properties, L.P.LLC” as the surviving entity in the Partnership GNL PM Merger (the “Surviving PartnershipGNL PM Entity”). (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor Entity, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and shall be governed by the laws Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of the State of Delaware. The Partnership Merger Internalization Mergers shall have the effects provided in this Agreement and as specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipDLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership Merger Sub shall be merged merge with and into the Parent Operating PartnershipCompany LP, whereupon the separate existence of the Company Operating Partnership Merger Sub shall cease, and the Parent Operating Partnership Company LP shall continue under the name “ARC Properties Operating Partnership, L.P.GOV NEW OPPTY LP” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of DelawareEntity. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and this AgreementDRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company LP and Partnership Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company LP and Partnership Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MD REIT Law, at the REIT Merger Effective Time, the Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of the Company shall cease, and REIT Merger Sub shall continue under the name “GOV NEW OPPTY REIT” as the REIT Surviving Entity. The REIT Merger shall have the effects provided in this Agreement and as specified in the MD REIT Law. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnershipand REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership and REIT Merger Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving PartnershipEntity.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Maryland General Corporation Law (the “MGCL”), at Effective Time 1A, Merger Sub 1 shall merge with and into FSIC III, and the separate corporate existence of Merger Sub 1 shall cease. FSIC III shall be the surviving company in Merger 1A and shall continue its existence as a corporation under the Laws of the State of Maryland. (b) Immediately after the occurrence of Effective Time 1A and in accordance with the MGCL and the DLLCAMGCL, at the Effective Time, the Surviving Company 1 shall be merged merge with and into Merger Sub, whereupon FSIC II and the separate corporate existence of Surviving Company 1 shall cease and all outstanding shares of common stock of Surviving Company 1 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the Company shall cease, surviving company in Merger 1B and Merger Sub shall continue its existence as a corporation under the name “Safari AcquisitionLaws of the State of Maryland. (c) Subject to the terms and conditions of this Agreement, LLC” as in accordance with the surviving entity in Delaware Statutory Trust Act and the Merger (the “Surviving Entity”) and shall be governed by the laws General Corporation Law of the State of Delaware, at Effective Time 2A, Merger Sub 2 shall merge with and into CCT II, and the separate statutory trust existence of Merger Sub 2 shall cease. The CCT II shall be the surviving company in Merger 2A and shall have continue its existence as a trust under the effects set forth Laws of the State of Delaware. (d) Immediately after the occurrence of Effective Time 2A and in accordance with the applicable provisions of Delaware Statutory Trust Act and the MGCL, Surviving Company 2 shall merge with and into FSIC II and the DLLCA separate trust existence of Surviving Company 2 shall cease and this Agreementall outstanding common shares of beneficial interest of Surviving Company 2 shall be cancelled and no consideration shall be exchanged therefor. Without limiting FSIC II shall be the generality surviving company in Merger 2B and shall continue its existence as a corporation under the Laws of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises State of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving EntityMaryland. (be) Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the MGCL, at Effective Time 3A, Merger Sub 3 shall merge with and into FSIC IV, and the separate corporate existence of Merger Sub 3 shall cease. FSIC IV shall be the surviving company in Merger 3A and shall continue its existence as a corporation under the Laws of the State of Maryland. (f) Immediately after the occurrence of Effective Time 3A and in accordance with the DRULPAMGCL, at the Partnership Merger Effective Time, the Surviving Company Operating Partnership 3 shall be merged merge with and into the Parent Operating Partnership, whereupon FSIC II and the separate corporate existence of Surviving Company 3 shall cease and all outstanding shares of common stock of Surviving Company 3 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the Company Operating Partnership shall cease, surviving company in Merger 3B and the Parent Operating Partnership shall continue its existence as a corporation under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws Laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipMaryland.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the MGCL and the DLLCACCAA, at the Thramann Merger Effective Time, the Company Thramann Merger Sub shall be merged with and into Thramann. Following the Thramann Merger SubEffective Time, whereupon the separate corporate existence of the Company Thramann Merger Sub shall cease, and Merger Sub ▇▇▇▇▇▇▇▇ shall continue under the name “Safari Acquisition, LLC” as the surviving entity in company of the Thramann Merger and a wholly owned subsidiary of Holdco (the “Thramann Surviving EntityCompany”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DRULPADGCL, at the Partnership Auddia Merger Effective Time, the Company Operating Partnership Auddia Merger Sub shall be merged with and into Auddia. Following the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Auddia Merger Effective Time, the Surviving Partnership separate corporate existence of Auddia Merger Sub shall possess all propertiescease, rights, privileges, powers and franchises Auddia shall continue as the surviving corporation of the Company Operating PartnershipAuddia Merger and a wholly owned subsidiary of Holdco (the “Auddia Surviving Company”, and all together with the Thramann Surviving Company, the “Surviving Companies” and each a “Surviving Company”). (c) In connection with the Mergers, Auddia shall cause Holdco to take such actions as may be necessary to reserve, prior to the Mergers, a sufficient number of shares of Holdco Common Stock and Holdco Special Preferred Stock to permit (i) the issuance of shares of Holdco Common Stock to the holders of Auddia Common Stock as of Auddia Merger Effective Time and (ii) the issuance of shares of Holdco Special Preferred Stock to the holders of Thramann Membership Interests as of the claims, obligations, liabilities, debts and duties Thramann Merger Effective Time (inclusive of any shares of Holdco Special Preferred Stock that may be issuable upon conversion of the Company Operating Partnership shall become Holdco Notes), respectively, in accordance with the claims, obligations, liabilities, debts and duties terms of the Surviving Partnershipthis Agreement.

The Mergers. (ai) Upon On the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the MGCL DGCL, on the Closing Date, Merger Sub I shall merge with and into Hyperfine at the DLLCA, at Effective Time. Following the Effective Time, the Company shall be merged with and into Merger Sub, whereupon the separate existence of the Company shall cease, and Merger Sub I shall cease and Hyperfine shall continue under the name “Safari Acquisition, LLC” as the surviving entity in company of the Hyperfine Merger (the “Surviving Hyperfine Entity”). (ii) On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, on the Closing Date, Merger Sub II shall merge with and into Liminal at the Effective Time. Following the Effective Time, the separate existence of Merger Sub II shall cease and Liminal shall continue as the surviving company of the Liminal Merger (the “Surviving Liminal Entity,” and together with the Surviving Hyperfine Entity, the “Surviving Companies”). (iii) At the Closing, Hyperfine and Parent shall cause a certificate of merger, in a form reasonably satisfactory to Hyperfine and Parent (the “Hyperfine Certificate of Merger”), to be governed by executed and filed with the laws Secretary of State of the State of Delaware. The Hyperfine Merger shall become effective at such date and time as is agreed by Parent and Hyperfine and specified in the Hyperfine Certificate of Merger (the time being referred to herein as the “Effective Time”). (iv) At the Closing, Liminal and Parent shall cause a certificate of merger, in a form reasonably satisfactory to Liminal and Parent (the “Liminal Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Liminal Merger will also become effective at the Effective Time, which will be specified in the Liminal Certificate of Merger. (v) Each Merger shall have the effects set forth in the applicable provisions Section 251 of the MGCL, the DLLCA and this AgreementDGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all of the Surviving Entity shall possess all assets, properties, rights, privileges, powers and franchises of the applicable Company Party and Merger Sub shall vest in the applicable Surviving Company and Merger Suball debts, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claimsliabilities, obligations, liabilitiesrestrictions, debts disabilities and duties of the applicable Company Party and the applicable Merger Sub shall become the claims, obligationsdebts, liabilities, debts obligations and duties of the applicable Surviving Entity. (b) Upon the terms and subject to the conditions of this AgreementCompany, and in each case, in accordance with the DRULPA, at DGCL. (vi) At the Partnership Merger Effective Time, the Governing Documents of the applicable Company Operating Partnership Party shall be merged with and into the Parent Operating Partnership, whereupon the separate existence Governing Documents of the Company Operating Partnership applicable Surviving Company, except that the name of the Surviving Hyperfine Entity shall ceasebe “Hyperfine Operations, Inc.”, and the Parent Operating Partnership shall continue under name of the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and Liminal Entity shall be governed “Liminal Operations, Inc.”, in each case, until thereafter changed or amended as provided therein or by applicable Law. (vii) At the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers directors and franchises officers of the applicable Company Operating PartnershipParty immediately prior to the Effective Time shall be the initial directors and officers of the applicable Surviving Company, each to hold office in accordance with the Governing Documents of such Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (viii) At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any other Person, each share of capital stock of each Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one share of common stock, par value $0.0001, of the applicable Surviving Company (each such share, a share of “Surviving Company Common Stock”). (ix) At the Effective Time, by virtue of the applicable Merger and without any action on the part of any Party or any other Person, (A) each share of Hyperfine Stock (other than such Hyperfine Common Stock cancelled and extinguished pursuant to Section 2.1(b)(x) and other than any shares of Hyperfine Series A Preferred Stock) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class A Common Stock equal to the Hyperfine Exchange Ratio, (B) each share of Hyperfine Series A Preferred Stock (other than such Hyperfine Series A Preferred Stock cancelled and extinguished pursuant to Section 2.1(b)(x)) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class B Common Stock equal to the Hyperfine Exchange Ratio, (C) each share of Liminal Stock (other than such Liminal Stock cancelled and extinguished pursuant to Section 2.1(b)(x) and other than any shares of Liminal Series A-1 Preferred Stock) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class A Common Stock equal to the Liminal Exchange Ratio, and all (D) each share of Liminal Series A-1 Preferred Stock (other than such Liminal Series A-1 Preferred Stock cancelled and extinguished pursuant to Section 2.1(b)(x)) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class B Common Stock equal to the Liminal Exchange Ratio. From and after the Effective Time, each Company Parties Stockholder’s certificates (the “Certificates”), evidencing ownership of such Company Parties Stock and such Company Parties Stock held in book-entry form issued and outstanding immediately prior to the Effective Time shall each cease to have any rights with respect to such Company Parties Stock except as otherwise expressly provided for herein or under applicable Law. (x) At the Effective Time, by virtue of the claimsMergers and without any action on the part of any Party or any other Person, obligationseach share of Company Parties Stock held immediately prior to the Effective Time by a Company Party as treasury stock shall be automatically canceled and extinguished, liabilities, debts and duties of the Company Operating Partnership no consideration shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnershipbe paid with respect thereto.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at : (a) Prior to the Effective Time, the Company NYSE shall be merged with and into NYSE Merger SubCorporation Sub (the "NYSE Corporation Merger"), whereupon and the separate corporate existence of the Company NYSE shall thereupon cease, and . NYSE Merger Corporation Sub shall continue under the name “Safari Acquisition, LLC” as be the surviving entity corporation in the NYSE Corporation Merger (the “Surviving Entity”) and shall be governed by continue its corporate existence under the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess with all properties, its rights, privileges, immunities, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entityfranchises. (b) Upon At the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, concurrently with the Company Operating Partnership Archipelago Merger and after the completion of the NYSE Corporation Merger, NYSE Merger Corporation Sub shall be merged with and into NYSE Merger LLC Sub (the Parent Operating Partnership"NYSE LLC Merger" and, whereupon together with the separate existence of NYSE Corporation Merger, the Company Operating Partnership shall cease"NYSE Mergers"), and the Parent Operating Partnership separate corporate existence of NYSE Merger Corporation Sub shall continue under the name “ARC Properties Operating Partnership, L.P.” as thereupon cease. NYSE Merger LLC Sub shall be the surviving entity in the Partnership NYSE LLC Merger (the “"Surviving Partnership”NYSE Entity") and shall continue its existence under the laws of the State of New York, with all its rights, privileges, immunities, powers and franchises. After the NYSE Mergers, the Surviving NYSE Entity shall continue to be governed by a wholly owned subsidiary of Holdco. (c) At the Effective Time, concurrently with the NYSE LLC Merger, Archipelago Merger Sub shall be merged with and into Archipelago (the "Archipelago Merger"), and the separate corporate existence of Archipelago Merger Sub shall thereupon cease. Archipelago shall be the surviving corporation in the Archipelago Merger (the "Surviving Archipelago Entity") and shall continue its corporate existence under the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess with all properties, its rights, privileges, immunities, powers and franchises franchises. As a result of the Company Operating PartnershipArchipelago Merger, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership Surviving Archipelago Entity shall become the claims, obligations, liabilities, debts and duties a wholly owned subsidiary of the Surviving PartnershipHoldco.

The Mergers. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the parties shall cause the Partnership Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware (the “DSOS”) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Partnership Merger Certificate”) and (B) all other filings or recordings required under the DRULPA and the DLLCA in order to consummate the Partnership Merger, in each case in accordance with the MGCL DRULPA and the DLLCA, . The Partnership Merger Certificate shall become effective at the time the Partnership Merger Certificate is filed with the DSOS or at such later effective time and date (not to exceed one (1) Business Day after the Partnership Merger Certificate is filed with the DSOS) that is agreed to by the Company and Parent and specified in the Partnership Merger Certificate (the “Partnership Merger Effective Time”). As a result of the Partnership Merger, the Company shall be merged with and into Merger Sub, whereupon the separate existence of Merger Sub II shall cease and the Partnership shall continue its existence as a Subsidiary of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws Laws of the State of Delaware. The Partnership, in its capacity as the entity surviving the Partnership Merger, is sometimes referred to in this Agreement as the “Surviving Partnership.” (b) The Partnership Merger shall have the effects set forth in this Agreement, the Partnership Merger Certificate and the applicable provisions of the MGCL, DRULPA and the DLLCA and this AgreementDLLCA. Without limiting the generality of the foregoing, from and after the Partnership Merger Effective Time, all of the rights, privileges and powers of Merger Sub II and the Partnership, and all property, real, personal and mixed, and all debts due to any of Merger Sub II and the Partnership, as well as all other things and causes of actions belonging to each of Merger Sub II and the Partnership shall be vested in the Surviving Partnership, and shall thereafter be the property of the Surviving Partnership, and all debts, liabilities and duties of each of Merger Sub II and the Partnership shall attach to the Surviving Partnership, and may be enforced against the Surviving Partnership to the same extent as if said debts, liabilities and duties have been incurred or contracted by the Surviving Partnership. (c) Subject to compliance with Section 6.07, at the Partnership Merger Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Partnership Merger Effective Time: (i) the name of the Surviving Partnership shall be “Retail Opportunity Investments Partnership, LP” and (ii) the Partnership LPA as in effect immediately prior to the Partnership Merger Effective Time shall be amended by Amendment No. 8 thereto in the form attached hereto as Exhibit B (as Exhibit B may be amended solely by Parent after the date hereof and until a Form of Election is delivered to the Partnership pursuant to Section 3.01(b)(i) to include any other terms determined by Parent that are implemented in compliance with the Partnership LPA as if the terms set forth in Exhibit B were in effect immediately prior to such implementation) (collectively, the “Partnership LPA Amendment”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and in accordance with Applicable Law (the “Amended Partnership LPA”). At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time, shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided by Applicable Law. (d) From and after the Partnership Merger Effective Time, the officers of the Partnership immediately prior to the Partnership Merger Effective Time, if any, shall be the officers of the Surviving Partnership, each to hold office in accordance with the Amended Partnership LPA until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the Amended Partnership LPA. (e) On the terms and subject theretoto the conditions of this Agreement, at the Closing, the parties shall cause the Company Merger to be consummated by causing articles of merger setting forth the terms of the Company Merger (the “Company Articles of Merger”), and executed in accordance with the relevant provisions of the MGCL, to be filed with, and accepted for record by, the State Department of Assessments and Taxation of Maryland (“Maryland SDAT”). The Company Merger shall become effective at the time the Company Articles of Merger are accepted for record by the Maryland SDAT or at such later effective time and date (not to exceed one (1) Business Day after the Company Articles of Merger are accepted for record by the Maryland SDAT) that is agreed to by the Company and Parent and specified in the Company Articles of Merger (the “Company Merger Effective Time”), it being understood and agreed that the parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. As a result of the Company Merger, the separate corporate existence of Merger Sub I shall cease and the Company shall continue its existence as a wholly owned Subsidiary of Parent under the Laws of the State of Maryland. The Company, in its capacity as the entity surviving the Company Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.” (f) The Company Merger shall have the effects set forth in this Agreement, the Company Articles of Merger and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, from and after the Company Merger Effective Time, the Surviving Entity Corporation shall possess all propertiesproperty, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Sub I, and all of the claims, obligations, liabilities, debts liabilities and duties of the Company and Merger Sub I shall become the claims, obligations, liabilities, debts liabilities and duties of the Surviving EntityCorporation. (bg) Upon Subject to compliance with Section 6.07, at the terms Company Merger Effective Time: (i) the name of the Surviving Corporation shall be “Retail Opportunity Investments Corp.”; (ii) the Company Charter shall be amended and restated in its entirety as part of the Company Merger to contain the provisions set forth in Exhibit C (the “Amendment”) and the Company Charter, as so amended, shall be the charter of the Surviving Corporation until, subject to the conditions of this AgreementSection 6.07, and amended in accordance with the DRULPA, at terms therein and Applicable Law; and (iii) unless otherwise jointly determined by Parent and the Partnership Company prior to the Company Merger Effective Time, the bylaws of Merger Sub I, as in effect immediately prior to the Company Operating Partnership Merger Effective Time, shall be merged with and into the Parent Operating Partnership, whereupon the separate existence bylaws of the Company Operating Partnership Surviving Corporation (except that the title thereof shall ceaseread “Retail Opportunity Investments Corp. Bylaws”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger accordance with Applicable Law. (the “Surviving Partnership”h) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from From and after the Partnership Company Merger Effective Time, the directors of Merger Sub I immediately prior to the Company Merger Effective Time shall be the members of the board of directors of the Surviving Partnership Corporation, each to serve in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall possess all propertieshave been duly elected and qualify, rightsor until their earlier death, privilegesresignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation. (i) From and after the Company Merger Effective Time, powers and franchises the officers of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of immediately prior to the Company Operating Partnership Merger Effective Time shall become be the claims, obligations, liabilities, debts and duties officers of the Surviving PartnershipCorporation, each to hold office in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the MGCL and applicable provisions of the DLLCALLCA, at the Intermediate Effective Time, the Company Intermediate Merger Sub shall be merged with and into Merger Sub, whereupon the Company and the separate existence of the Company shall cease, and Intermediate Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of Delawarethereupon cease. The Intermediate Merger shall have the effects set forth specified in this Agreement and the applicable provisions of the MGCL, the DLLCA and this AgreementLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after at the Intermediate Effective Time, all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers and franchises of the Company and Intermediate Merger Sub, including, to Sub shall vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Intermediate Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company and Intermediate Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving EntityIntermediate Company, all as provided under the LLCA. (b) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DRULPAapplicable provisions of the LLCA, at the Partnership Merger Effective Time, the Company Operating Partnership Merger Sub shall be merged with and into the Parent Operating Partnership, whereupon Intermediate Company and the separate existence of the Merger Sub shall thereupon cease. The Intermediate Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as be the surviving entity company in the Partnership Merger (such surviving company, the “Surviving PartnershipCompany”) and shall be governed by continue its existence under the laws LLCA as a direct wholly-owned subsidiary of the State of DelawareParent. The Partnership Merger shall have the effects specified in this Agreement and the DRULPA and this AgreementLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Effective Time, all of the Surviving Partnership shall possess all propertiesproperty, rights, privileges, privileges and powers and franchises of the Intermediate Company Operating Partnershipand Merger Sub shall vest in the Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Intermediate Company Operating Partnership and Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCompany, all as provided under the LLCA.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at following the Effective Timeconsummation of the Vested Units Exchanges and in connection with the consummation of the Rollover, the Company LLC Merger Sub shall be merged with and into Merger Sub, whereupon Focus LLC and the separate limited liability company existence of the Company shall cease, and LLC Merger Sub shall thereupon cease. Focus LLC shall continue under the name “Safari Acquisition, LLC” as the surviving entity in company of the LLC Merger (sometimes hereinafter referred to as the “Surviving EntityLLC”) ). From and shall be governed by after the laws of LLC Merger Effective Time, the State of Delaware. The LLC Merger shall will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the MGCL, the DLLCA and this AgreementDLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after at the LLC Merger Effective Time, Time all (i) of the Surviving Entity shall possess all propertiesproperty, rights, privileges, powers and franchises of Focus LLC and LLC Merger Sub will vest in the Company Surviving LLC; and Merger Sub(ii) debts, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts liabilities and duties of the Company Focus LLC and LLC Merger Sub shall will become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving EntityLLC. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPADGCL, at immediately following the Partnership LLC Merger, Company Merger Effective Time, the Company Operating Partnership Sub shall be merged with and into the Parent Operating Partnership, whereupon Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (sometimes hereinafter referred to as the “Surviving PartnershipCorporation”) ). From and shall be governed by after the laws of Company Merger Effective Time, the State of Delaware. The Partnership Company Merger shall will have the effects specified as set forth in the DRULPA and this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Company Merger Effective Time, Time all (i) of the Surviving Partnership shall possess all propertiesproperty, rights, privileges, powers and franchises of the Company Operating Partnershipand Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, and all of the claims, obligations, liabilities, debts liabilities and duties of the Company Operating Partnership shall and Company Merger Sub will become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCorporation.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with the MGCL Delaware General Corporation Law (“DGCL”) and the DLLCANorth Carolina Business Corporation Act (the “NCBCA”), at the Effective Time, the Company Time Vantage shall be merged merge with and into Merger SubYadkin. Yadkin, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisitionof Yadkin Financial Corporation, LLC” as shall be the surviving entity Surviving Corporation in the Vantage Merger (the “Surviving Entity”) and shall be governed by continue its corporate existence under the laws of the State of DelawareNorth Carolina. The Merger shall have the effects set forth in the applicable provisions As of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity separate corporate existence of Vantage shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entitycease. (ba) Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with DGCL and the DRULPANCBCA, at the Partnership Merger Effective Time, the Company Operating Partnership Time Piedmont shall be merged merge with and into the Parent Operating PartnershipYadkin. Yadkin, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnershipof Yadkin Financial Corporation, L.P.” as shall be the surviving entity Surviving Corporation in the Partnership Piedmont Merger (the “Surviving Partnership”) and shall be governed by continue its corporate existence under the laws of the State of DelawareNorth Carolina. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality As of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership separate corporate existence of Piedmont shall possess all propertiescease. (b) Immediately following the Effective Time, rightsVantage Bank will merge with and into Yadkin Bank, privilegesa wholly owned subsidiary of Yadkin (the “Bank Merger”). Yadkin Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, powers and franchises and, following the Bank Merger, the separate corporate existence of Vantage Bank shall cease. The parties agree that the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership Bank Merger shall become effective immediately after the claimsEffective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, obligationsin the form attached hereto as Exhibit A (the “Subsidiary Plan of Merger”), liabilitieswith such changes thereto as Vantage and Yadkin may mutually agree upon. In order to obtain the necessary Regulatory Approvals for the Bank Merger, debts the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (i) Yadkin shall cause Yadkin Bank to approve the Subsidiary Plan of Merger; (ii) Yadkin, as the sole shareholder of Yadkin Bank, shall approve the Subsidiary Plan of Merger; (iii) Yadkin shall cause the Subsidiary Plan of Merger to be duly executed by Yadkin Bank and duties delivered to Vantage; (iv) Vantage shall cause Vantage Bank to approve the Subsidiary Plan of Merger; (v) Vantage, as the Surviving Partnershipsole shareholder of Vantage Bank, shall approve the Subsidiary Plan of Merger; and (vi) Vantage shall cause Vantage Bank to duly execute and deliver the Subsidiary Plan of Merger to Yadkin.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCADRULPA, at the OP Merger Effective Time, the Company OP Merger Sub shall be merged merge with and into Merger SubCompany OP, whereupon the separate existence of the Company OP Merger Sub shall cease, and Merger Sub Company OP shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of DelawareOP Merger. The OP Merger shall have the effects set forth provided in this Agreement and as specified in the applicable provisions of the MGCL, the DLLCA and this AgreementDRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the OP Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company OP and OP Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company OP and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership DownREIT Merger Effective Time, DownREIT Merger Sub shall merge with and into DownREIT, whereupon the separate existence of DownREIT Merger Sub shall cease, and DownREIT shall continue as the surviving entity in the DownREIT Merger. The DownREIT Merger shall have the effects provided in this Agreement and as specified in the DRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the DownREIT Merger Effective Time, the DownREIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of DownREIT and DownREIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of DownREIT and DownREIT Merger Sub shall become the claims, obligations, liabilities, debts and duties of the DownREIT Surviving Entity. (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the MRL, at the REIT Merger Effective Time, Company Operating Partnership shall be merged with and into the Parent Operating PartnershipREIT Merger Sub, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership REIT Merger Sub shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership REIT Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of DelawareMaryland. The Partnership REIT Merger shall have the effects specified set forth in the DRULPA MGCL, the MRL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership REIT Merger Effective Time, the REIT Surviving Partnership Entity shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnershipand REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership and REIT Merger Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving PartnershipEntity.

The Mergers. (a) Upon The Merger ---------- (i) Immediately following completion of the Merger Distribution (which shall occur subsequent to the Effective Time of the Merging Subsidiary Mergers (as defined below)) and on the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective TimeTime (as defined below), the Company shall be merged with and into Merger SubPurchaser, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as with Purchaser being the surviving entity in the Merger (in such capacity as well as in the “capacity as the surviving entity of each of the Merging Subsidiary Mergers, the "Surviving Entity”") and shall be governed with the shares of capital stock of ---------------- the Company (including treasury stock, if any) being canceled, retired and ceasing to exist and the issued and outstanding membership interests in Purchaser being unaffected by such Merger. (ii) At the laws of Effective Time, the State of Delaware. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMaryland Law and Delaware Law. Accordingly, the DLLCA and this Agreement. Without limiting the generality separate corporate existence of the foregoingCompany shall cease as of the Effective Time, and subject theretothe Surviving Entity shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company. (iii) On the Closing Date, the parties shall execute and file the Articles of Merger and the Certificate of Merger, in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the Merger under, Maryland Law and Delaware Law. The Merger shall become effective when the later of the Articles of Merger or the Certificate of Merger have been accepted for filing by the Maryland State Department of Assessments and Taxation or the Office of the Delaware Secretary of State, as the case may be (the "Effective Time"), it being understood that the parties shall -------------- cause the Effective Time to occur as soon as practicable on the Closing Date. (iv) The Certificate of Formation and the Limited Liability Company Agreement of Purchaser as in effect as of the Effective Time shall continue in full force and effect following the Merger until amended in accordance with their respective terms. The Manager and officers of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the Surviving Entity shall possess all properties, rights, privileges, powers Manager and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties officers of the Surviving Entity, until their respective successors are duly elected or appointed and qualified. (b) Upon The Merging Subsidiary Mergers ------------------------------ (i) On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective TimeTime of the Merging Subsidiary Mergers (as defined below), the Company Operating Partnership each Merging Subsidiary shall be separately merged with and into Purchaser, with Purchaser being the Parent Operating PartnershipSurviving Entity in each such Merging Subsidiary Merger and with the shares of capital stock of each Merging Subsidiary (including treasury stock, whereupon if any) being canceled, retired and ceasing to exist and the separate existence issued and outstanding membership interests in Purchaser being unaffected by each such Merging Subsidiary Merger. (ii) At the Effective Time of the Company Operating Partnership shall ceaseMerging Subsidiary Mergers, the PTR 1 Merger, the PTR 2 Merger, the Atlantic 1 Merger and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Atlantic 2 Merger shall have the effects specified set forth in this Agreement and the DRULPA applicable provisions of Maryland Law and this AgreementDelaware Law. Without limiting At the generality Effective Time of the foregoingMerging Subsidiary Mergers, the KC Homestead Merger shall have the effects set forth in this Agreement and the applicable provisions of Missouri Law and Delaware Law. At the Effective Time of the Merging Subsidiary Mergers, the Homestead Alabama Merger shall have the effects set forth in this Agreement and the applicable provisions of Alabama Law and Delaware Law. Accordingly, the separate corporate existence of each of the Merging Subsidiaries shall cease as of the Effective Time of the Merging Subsidiary Mergers, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership Entity shall possess have all the properties, rights, privileges, purposes and powers and franchises debts, duties and liabilities of each Merging Subsidiary. (iii) On the Closing Date, the parties shall execute and file the respective Merging Subsidiary Articles of Merger and the Merging Subsidiary Certificates of Merger, as applicable, in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the respective Merging Subsidiary Mergers under, Maryland Law, Delaware Law, Missouri Law and Alabama Law, as applicable. Each of the Merging Subsidiary Mergers shall become effective at such time on the Closing Date as may be agreed to by Purchaser and the Company Operating Partnershipas will be specified in the respective Merging Subsidiary Articles of Merger and Merging Subsidiary Certificates of Merger, and all as the case may be (the "Effective Time of the claimsMerging Subsidiary ---------------------------------------- Mergers"), obligations, liabilities, debts and duties it being understood that the Effective Time of the ------- Merging Subsidiary Mergers shall be the same for each Merging Subsidiary Merger and that the Effective Time of the Merging Subsidiary Mergers shall be soon as practicable on the Closing Date. (iv) The Certificate of Formation and the Limited Liability Company Operating Partnership Agreement of Purchaser as in effect as of the Effective Time of the Merging Subsidiary Mergers shall become continue in full force and effect following each of the claimsMerging Subsidiary Mergers until amended in accordance with their respective terms. The Manager and officers of Purchaser immediately prior to the Effective Time of the Merging Subsidiary Mergers shall, obligationsfrom and after the Effective Time of the Merging Subsidiary Mergers, liabilities, debts be the Manager and duties officers of the Surviving PartnershipEntity, until their respective successors are duly elected or appointed and qualified.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the MGCL and applicable provisions of the DLLCADelaware Limited Liability Company Act (the “LLC Act”), at the Effective Time, the Company EBG Merger shall be consummated pursuant to which EBG MergerCo shall be merged with and into Merger Sub, whereupon EBG and the separate existence of the Company EBG MergerCo shall cease. After the EBG Merger, and Merger Sub EBG shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger company (sometimes hereinafter referred to as the “EBG Surviving EntityCompany”) and shall continue to be governed by the laws of the State of Delaware. The EBG Merger shall have the effects set forth effect as provided in the applicable provisions of the MGCL, the DLLCA and this AgreementLLC Act. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the Surviving Entity shall possess all properties, rights, privileges, immunities, powers and franchises of EBG MergerCo and EBG shall vest in the EBG Surviving Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claimsrestrictions, obligations, liabilitiesduties, debts and duties liabilities of EBG MergerCo and EBG shall be the Company and Merger Sub shall become the claimsrestrictions, obligations, liabilitiesduties, debts and duties liabilities of the EBG Surviving EntityCompany. (b) Upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DRULPAapplicable provisions of the LLC Act, at the Partnership Merger Effective Time, the Company Operating Partnership Astoria Merger shall be consummated pursuant to which Astoria MergerCo shall be merged with and into the Parent Operating Partnership, whereupon Astoria and the separate existence of the Company Operating Partnership Astoria MergerCo shall cease. After the Astoria Merger, and the Parent Operating Partnership Astoria shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger company (sometimes hereinafter referred to as the “Astoria Surviving PartnershipCompany”) and shall continue to be governed by the laws of the State of Delaware. The Partnership Astoria Merger shall have the effects specified effect as provided in the DRULPA and this Agreementapplicable provisions of the LLC Act. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Effective Time, all the Surviving Partnership shall possess all properties, rights, privileges, immunities, powers and franchises of Astoria and Astoria MergerCo shall vest in the Astoria Surviving Company Operating Partnership, and all of the claimsrestrictions, obligations, liabilitiesduties, debts and duties liabilities of Astoria and Astoria MergerCo shall be the Company Operating Partnership shall become the claimsrestrictions, obligations, liabilitiesduties, debts and duties liabilities of the Astoria Surviving PartnershipCompany.

The Mergers. (a) Upon At the First Merger Effective Time and upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company Merger Sub I shall be merged with and into Merger Sub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger SpinCo (the “Surviving EntityFirst Merger”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in accordance with the applicable provisions of the MGCLDGCL, the DLLCA separate existence of Merger Sub I shall cease and this Agreement. Without limiting SpinCo shall continue as the generality surviving corporation of the foregoingFirst Merger (sometimes referred to herein as the “First Merger Surviving Corporation”) and shall succeed to and assume all the rights, powers and privileges and be subject theretoto all of the obligations of Merger Sub I in accordance with the DGCL. As a result of the First Merger, the First Merger Surviving Corporation shall be a direct, wholly owned Subsidiary of Parent. References herein to “SpinCo” with respect to the period from and after the First Merger Effective Time and prior to the Second Merger Effective Time shall be deemed to be references to the First Merger Surviving Corporation. At the First Merger Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises effects of the Company First Merger shall be as provided in this Agreement, the First Merger Certificate of Merger and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all applicable provisions of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving EntityDGCL. (b) Upon At the Second Merger Effective Time and upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership First Merger Effective Time, the Company Operating Partnership Surviving Corporation shall be merged with and into Merger Sub II (the Parent Operating Partnership“Second Merger”, whereupon and together with the First Merger, the “Mergers”) in accordance with the applicable provisions of the DLLCA and the DGCL, the separate existence of the Company Operating Partnership First Merger Surviving Corporation shall cease, cease and the Parent Operating Partnership Merger Sub II shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in of the Partnership Second Merger (sometimes referred to herein as the “Surviving PartnershipEntity”) and shall succeed to and assume all the rights, powers and privileges and be governed by the laws subject to all of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality obligations of the foregoingFirst Merger Surviving Corporation in accordance with the DLLCA and the DGCL. As a result of the Second Merger, the Surviving Entity shall be a direct, wholly owned Subsidiary of Parent. References herein and subject thereto, in any of the other Transaction Documents to “SpinCo” with respect to the period from and after the Partnership Second Merger Effective Time shall be deemed to be references to the Surviving Entity. At the Second Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises effects of the Company Operating PartnershipSecond Merger shall be as provided in this Agreement, the Second Merger Certificate of Merger and all the applicable provisions of the claims, obligations, liabilities, debts DLLCA and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipDGCL.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with the MGCL Delaware General Corporation Law (“DGCL”) and the DLLCANorth Carolina Business Corporation Act (the “NCBCA”), at the Effective Time, the Company Time Vantage shall be merged merge with and into Merger SubYadkin. Yadkin, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisitionof Yadkin Financial Corporation, LLC” as shall be the surviving entity Surviving Corporation in the Vantage Merger (the “Surviving Entity”) and shall be governed by continue its corporate existence under the laws of the State of DelawareNorth Carolina. The Merger shall have the effects set forth in the applicable provisions As of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity separate corporate existence of Vantage shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entitycease. (b) Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with DGCL and the DRULPANCBCA, at the Partnership Merger Effective Time, the Company Operating Partnership Time Piedmont shall be merged merge with and into the Parent Operating PartnershipYadkin. Yadkin, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnershipof Yadkin Financial Corporation, L.P.” as shall be the surviving entity Surviving Corporation in the Partnership Piedmont Merger (the “Surviving Partnership”) and shall be governed by continue its corporate existence under the laws of the State of DelawareNorth Carolina. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality As of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership separate corporate existence of Piedmont shall possess all propertiescease. (c) Immediately following the Effective Time, rightsVantage Bank will merge with and into Yadkin Bank, privilegesa wholly owned subsidiary of Yadkin (the “Bank Merger”). Yadkin Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, powers and franchises and, following the Bank Merger, the separate corporate existence of Vantage Bank shall cease. The parties agree that the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership Bank Merger shall become effective immediately after the claimsEffective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, obligationsin the form attached hereto as Exhibit A (the “Subsidiary Plan of Merger”), liabilitieswith such changes thereto as Vantage and Yadkin may mutually agree upon. In order to obtain the necessary Regulatory Approvals for the Bank Merger, debts the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (i) Yadkin shall cause Yadkin Bank to approve the Subsidiary Plan of Merger; (ii) Yadkin, as the sole shareholder of Yadkin Bank, shall approve the Subsidiary Plan of Merger; (iii) Yadkin shall cause the Subsidiary Plan of Merger to be duly executed by Yadkin Bank and duties delivered to Vantage; (iv) Vantage shall cause Vantage Bank to approve the Subsidiary Plan of Merger; (v) Vantage, as the Surviving Partnershipsole shareholder of Vantage Bank, shall approve the Subsidiary Plan of Merger; and (vi) Vantage shall cause Vantage Bank to duly execute and deliver the Subsidiary Plan of Merger to Yadkin.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, and pursuant to the provisions of the Ohio General Corporation Law (the "OGCL") and applicable federal laws and regulations, Merger Sub shall merge with and into Lincoln (the "Merger") in accordance with the MGCL and terms of a plan of merger in substantially the DLLCA, at form of the Effective Time, Plan of Merger attached as Exhibit A to this agreement (the Company shall be merged with and into "Merger Sub, whereupon the Agreement"). The separate corporate existence of the Company shall cease, and Merger Sub shall continue under cease at the name “Safari Acquisition, LLC” as date and time indicated on the Certificate of Merger (the "Effective Time"). Lincoln shall be the surviving entity in corporation of the Merger (the “"Surviving Entity”Corporation") and shall be governed by continue its corporate existence under the laws of the State of DelawareOhio. The Merger name of the Surviving Corporation shall have the effects set forth be as stated in the applicable provisions Articles of Incorporation of Lincoln immediately prior to the Effective Time. The Articles of Incorporation and Constitution of Lincoln as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Constitution of the MGCL, Surviving Corporation. The directors and officers of Merger Sub immediately prior to the DLLCA Effective Time shall be the directors and this Agreement. Without limiting the generality officers of the foregoing, and subject thereto, from Surviving Corporation. From and after the Effective Time, the Surviving Entity Corporation shall possess all propertiesassets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, powers immunities, powers, franchises and franchises authority, of the Company a public as well as a private nature, of Merger Sub and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease Lincoln and all obligations belonging or due to each of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity.them; (b) Upon Immediately following the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective TimeMerger, the Company Operating Partnership Surviving Corporation shall be merged merge with and into First Federal (the Parent Operating Partnership"Interim Merger"); (c) With the consent of Lincoln, whereupon which consent shall not be unreasonably withheld, First Federal and Merger Sub may at any time change the separate existence method of effecting the Merger or the Interim Merger (collectively, the "Bank Merger") if and to the extent First Federal deems such change to be desirable; provided, however, that no such change shall (i) alter or change the amount of the Company Operating Partnership shall ceasePer Share Merger Consideration (hereinafter defined) or the Preferred Share Consideration (hereinafter defined), and (ii) be likely to materially delay or jeopardize receipt of any required regulatory approvals or materially delay or prevent the Parent Operating Partnership shall continue under satisfaction of any conditions to the name “ARC Properties Operating PartnershipClosing (hereinafter defined) or (iii) cause Lincoln to occur any additional expense. Lincoln shall, L.P.” as if requested by First Federal, enter into one or more amendments to this Agreement prior to the surviving entity Effective Time in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnershiporder to effect any such change.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCAVRULPA, at the Partnership Merger Effective Time, the Company Partnership Merger Sub shall be merged merge with and into Merger SubCompany LP, whereupon the separate existence of the Company Partnership Merger Sub shall cease, and Merger Sub Company LP shall continue under the name “Safari Acquisition, LLCCOMPANY LP” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of DelawarePartnership Merger. The Partnership Merger shall have the effects set forth provided in this Agreement and as specified in the applicable provisions of the MGCL, the DLLCA and this AgreementVRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company LP and Partnership Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company LP and Partnership Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DRULPA, at the Partnership REIT Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating PartnershipREIT Merger Sub, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership REIT Merger Sub shall continue under the name “ARC Properties Operating PartnershipMonument Intermediate Holdings, L.P.” as the surviving entity in the Partnership REIT Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership REIT Merger shall have the effects specified set forth in the MGCL, the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership REIT Merger Effective Time, the REIT Surviving Partnership Entity shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnershipand REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership and REIT Merger Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving PartnershipEntity.

The Mergers. (a) Upon Before the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the Partnership Merger Effective Time, the Company Partnership Merger Sub shall be merged with and into Merger SubNSP (the "Partnership Merger") in accordance with DRULPA and the LLC Act, whereupon and the separate existence of the Company shall cease, and Partnership Merger Sub shall cease and NSP shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger partnership (the “"Surviving Entity”) and shall be governed by Partnership"), with NCIC remaining as the laws general partner of the State of DelawareSurviving Partnership. The Partnership Merger shall have the effects set forth in the applicable provisions of the MGCLDRULPA, the DLLCA LLC Act and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Effective Time, all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers of NSP and franchises of Partnership Merger Sub will vest in the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Surviving Partnership, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company NSP and Partnership Merger Sub shall will become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving EntityPartnership. (b) Upon Following the Partnership Merger Effective Time, upon the terms and subject to the conditions of this Agreement, at the Effective Time, NCIC Merger Sub shall merge with and into NCIC (the "Merger," and together with the Partnership Merger, the "Mergers") in accordance with Subtitle 1 of Title 3 of the MGCL, and the separate corporate existence of NCIC Merger Sub shall cease and NCIC shall continue as the surviving company (the "Surviving Company") in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of DelawareMGCL. The Partnership Merger shall have the effects specified set forth in the DRULPA MGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Effective Time, all of the Surviving Partnership shall possess all propertiesproperty, rights, privileges, privileges and powers of NCIC and franchises of NCIC Merger Sub will vest in the Company Operating PartnershipSurviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company Operating Partnership shall NCIC and NCIC Merger Sub will become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCompany.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL DGCL and the DLLCA, LLCA, (i) at the Effective Time, Merger Sub I shall be merged with and into the Company and, as a result of the First Merger, the separate corporate existence of Merger Sub I shall cease, and the Company shall continue as the Intermediate Surviving Corporation; and (ii) promptly thereafter, the Intermediate Surviving Corporation shall be merged with and into Merger SubSub II and, whereupon as a result of the Second Merger, the separate corporate existence of the Company Intermediate Surviving Corporation shall cease, and Merger Sub II shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) Company and shall be governed by the laws of the State of Delawarerenamed “Spectrum Group International, LLC”. The Merger Mergers shall each have the effects set forth in the applicable provisions of the MGCL, the DLLCA DGCL and this AgreementLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after (I) at the Effective Time, upon consummation of the Surviving Entity shall possess First Merger, all propertiesof the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub, including, to Sub I shall vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Intermediate Surviving Corporation, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company and Merger Sub I shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Intermediate Surviving Entity. Corporation; and (bII) Upon the terms and subject to the conditions of this Agreementpromptly thereafter, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence upon consummation of the Company Operating Partnership shall ceaseSecond Merger, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws all of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of the Company Operating PartnershipIntermediate Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company Operating Partnership Intermediate Surviving Corporation and Merger Sub II shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCompany. (i) At the Effective Time, upon consummation of the First Merger, the certificate of incorporation of the Intermediate Surviving Corporation will, by virtue of the First Merger, be amended and restated so as to read in its entirety in the form set forth as Exhibit A1 hereto. The bylaws of Merger Sub I in effect immediately prior to the Effective Time shall be the bylaws of the Intermediate Surviving Corporation. (ii) Promptly following the Effective Time, upon consummation of the Second Merger, the certificate of formation of the Surviving Company will, by virtue of the Second Merger, be amended and restated so as to read in its entirety in the form set forth as Exhibit A2 hereto, until thereafter amended as provided therein or by applicable Law. The LLC operating agreement of Merger Sub II in effect immediately prior to the consummation of the Second Merger shall be the LLC operating agreement of the Surviving Company (except that the name of the Surviving Company shall be “Spectrum Group International LLC”), until thereafter amended as provided therein or by applicable Law. (c) The directors of the Company immediately prior to the Effective Time, upon consummation of the First Merger, shall be the directors of the Intermediate Surviving Corporation, and thereafter, upon consummation of the Second Merger, shall be the managers of the Surviving Company, each to hold office in accordance with the certificate of formation and LLC operating agreement of the Surviving Company until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of formation and LLC operating agreement of the Surviving Company. (d) The officers of the Company immediately prior to the Effective Time, upon consummation of the First Merger, shall be the sole officers of the Intermediate Surviving Corporation, and thereafter, upon consummation of the Second Merger, shall be sole officers of the Surviving Company, each to hold the same office with the Surviving Company as such officer held with the Intermediate Surviving Corporation immediately prior to the time of the Second Merger in accordance with the certificate of formation and LLC operating agreement of the Surviving Company until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of formation and LLC operating agreement of the Surviving Company. (i) If at any time after the Effective Time and the consummation of the First Merger, the Intermediate Surviving Corporation determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Intermediate Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub I acquired or to be acquired by the Intermediate Surviving Corporation as a result of, or in connection with, the First Merger or otherwise to carry out this Agreement, then the officers and directors of the Intermediate Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub I, as applicable, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Intermediate Surviving Corporation or otherwise to carry out this Agreement. (ii) If at any time after the consummation of the Second Merger, the Surviving Company determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Intermediate Surviving Corporation or Merger Sub II acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Second Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Company shall be authorized to execute and deliver, in the name and on behalf of either the Intermediate Surviving Corporation or Merger Sub II, as applicable, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company or otherwise to carry out this Agreement.

The Mergers. (a) Upon At the Closing, upon the terms and subject to the conditions of this Agreement, the following transactions shall occur: (a) Merger Sub 1 and GP shall duly prepare, execute and acknowledge a certificate of merger (the “GP Certificate of Merger”) in accordance with Section 18-209 of the LLC Act that shall be filed with the Secretary of State of the State of Delaware at such time and in accordance with the MGCL provisions of the LLC Act. The GP Merger shall become effective upon the filing of the GP Certificate of Merger (or at such later time set forth in the GP Certificate of Merger as shall be determined by the Sellers’ Representative). The date and time when the DLLCAGP Merger shall become effective is hereinafter referred to as the “GP Effective Time”. In accordance with the LLC Act, at the GP Effective Time, the Company Merger Sub 1 shall be merged with and into Merger SubGP, whereupon and the separate existence of the Company Merger Sub 1 shall cease, and Merger Sub GP shall continue under the name “Safari Acquisition, LLC” as the surviving entity in limited liability company under the Merger Laws of the State of Delaware (the “Surviving EntityGP”) ). From and shall be governed by after the laws of GP Effective Time, the State of Delaware. The GP Merger shall have the effects set forth in the applicable provisions Section 18-209(g) of the MGCL, the DLLCA and this AgreementLLC Act. Without limiting the generality of the foregoing, and subject thereto, from and after at the GP Effective Time, all the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company GP and Merger Sub, including, to Sub 1 shall vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Surviving GP, and all of the claimsdebts, obligationsLiabilities, liabilities, debts obligations and duties of the Company GP and Merger Sub 1 shall become the claimsdebts, obligationsLiabilities, liabilities, debts obligations and duties of the Surviving EntityGP. (b) Upon Merger Sub 2 and the terms Partnership shall duly prepare, execute and subject to acknowledge a certificate of merger (the conditions “Partnership Certificate of this AgreementMerger”, collectively with the GP Certificate of Merger, the “Certificates of Merger”) in accordance with Section 17-211 of the LP Act that shall be filed with the Secretary of State of the State of Delaware at such time and in accordance with the DRULPAprovisions of the LP Act. The Partnership Merger shall become effective upon the filing of the Partnership Certificate of Merger (or at such later time set forth in the Partnership Certificate of Merger as shall be determined by the Sellers’ Representative). The date and time when the Partnership Merger shall become effective is hereinafter referred to as the “Partnership Effective Time”. In accordance with the LP Act, at the Partnership Merger Effective Time, the Company Operating Partnership Merger Sub 2 shall be merged with and into the Parent Operating Partnership, whereupon and the separate existence of the Company Operating Partnership Merger Sub 2 shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in limited partnership under the Partnership Merger Laws of the State of Delaware (the “Surviving Partnership”) ). From and shall be governed by after the laws of Partnership Effective Time, the State of Delaware. The Partnership Merger shall have the effects specified set forth in Section 17211(h) of the DRULPA and this AgreementLP Act. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Effective Time, all the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership and Merger Sub 2 shall vest in the Surviving Partnership, and all of the claimsdebts, obligationsLiabilities, liabilities, debts obligations and duties of the Company Operating Partnership and Merger Sub 2 shall become the claimsdebts, obligationsLiabilities, liabilities, debts obligations and duties of the Surviving Partnership.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company shall be merged with and into Merger SubSub I, whereupon the separate existence of the Company shall cease, and Merger Sub I shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth specified in the applicable provisions of the MGCL, DLLCA, the DLLCA articles of merger with respect to the Merger (the “Articles of Merger”), the certificate of merger with respect to the Merger (the “Company Certificate of Merger”) and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Sub I, and all of the claims, obligations, liabilities, liabilities and debts and duties of the Company and Merger Sub I shall become the claims, obligations, liabilities, liabilities and debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership Merger Sub II shall be merged with and into the Parent Operating Company Partnership, whereupon the separate existence of the Company Operating Partnership Merger Sub II shall cease, and the Parent Operating Company Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity partnership in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA DRULPA, the Partnership Certificate of Merger and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating PartnershipPartnership and Merger Sub II, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership and Merger Sub II shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company following transactions shall be merged with and into Merger Subtake place simultaneously, whereupon the separate existence without any further approval, authorization or direction from or by any of the Company shall cease, and Merger Sub shall continue under Parties (other than the name “Safari Acquisition, LLC” as authorization of any necessary filings with the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws Secretary of State of the State of Delaware. The ): (i) Merger Sub 1 shall have merge with and into Katonah (the effects set forth “Katonah Merger”), in accordance with the applicable provisions Delaware Law, and following the Katonah Merger, the separate limited liability company existence of Merger Sub 1 shall cease and Katonah shall continue as the surviving limited liability company of the MGCLKatonah Merger, with all its property (the DLLCA “Surviving Company 1”) and this Agreement. Without limiting the generality as a wholly-owned Subsidiary of the foregoing, and subject thereto, from Purchaser. From and after the Effective Time, the Surviving Entity Company 1 shall possess succeed to all propertiesthe assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Katonah Merger, and with the effects of the Company and Katonah Merger Sub, including, to the fullest extent permitted by Law, all rights be as provided in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSEthis Agreement, the “LSE” ticker symbol currently used by the Company on the NYSEapplicable Certificate of Merger (as defined below), and all the applicable provisions of the claims, obligations, liabilities, debts and duties Delaware Law. As a result of the Company Katonah Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 1, as of immediately prior to the Katonah Merger, shall become be converted into the claimsvalidly issued, obligations, liabilities, debts fully paid and duties non-assessable outstanding limited liability company interests of the Surviving EntityCompany 1 and (y) the issued and outstanding limited liability company interests of Katonah, as of immediately prior to the Katonah Merger, shall be converted into the right to receive the Katonah Merger Consideration. (bii) Upon Merger Sub 2 shall merge with and into Trimaran (the terms and subject to the conditions of this Agreement“Trimaran Merger”), and in accordance with the DRULPADelaware Law, at and following the Partnership Merger Effective TimeTrimaran Merger, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate limited liability company existence of the Company Operating Partnership Merger Sub 2 shall cease, cease and the Parent Operating Partnership Trimaran shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in limited liability company of the Partnership Merger Trimaran Merger, with all its property (the “Surviving PartnershipCompany 2”) and shall be governed by the laws as a wholly-owned Subsidiary of the State of DelawarePurchaser. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from From and after the Partnership Merger Effective Time, the Surviving Partnership Company 2 shall possess succeed to all propertiesthe assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Trimaran Merger, and with the effects of the Company Operating PartnershipTrimaran Merger to be as provided in this Agreement, the applicable Certificate of Merger (as defined below), and all the applicable provisions of the claims, obligations, liabilities, debts and duties Delaware Law. As a result of the Company Operating Partnership Trimaran Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 2, as of immediately prior to the Trimaran Merger, shall become be converted into the claimsvalidly issued, obligations, liabilities, debts fully paid and duties non-assessable outstanding limited liability company interests of the Surviving PartnershipCompany 2 and (y) the issued and outstanding limited liability company interests of Trimaran, as of immediately prior to the Trimaran Merger, shall be converted into the right to receive the Trimaran Merger Consideration. (iii) Merger Sub 3 shall merge with and into Trimaran Management (the “Trimaran Management Merger” and, together with the Katonah Merger and the Trimaran Merger, each, a “Merger” and collectively, the “Mergers”), in accordance with the Delaware Law, and following the Trimaran Management Merger, the separate limited liability company existence of Merger Sub 3 shall cease and Trimaran Management shall continue as the surviving limited liability company of the Trimaran Management Merger, with all its property (the “Surviving Company 3” and, together with the Surviving Company 1 and the Surviving Company 2, the “Surviving Companies”) and as a wholly-owned Subsidiary of the Purchaser. From and after the Effective Time, the Surviving Company 3 shall succeed to all the assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Trimaran Management Merger, and with the effects of the Trimaran Management Merger to be as provided in this Agreement, the applicable Certificate of Merger (as defined below), and the applicable provisions of the Delaware Law. As a result of the Trimaran Management Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 3, as of immediately prior to the Trimaran Management Merger, shall be converted into the validly issued, fully paid and non-assessable outstanding limited liability company interests of the Surviving Company 3 and (y) the issued and outstanding limited liability company interests of Trimaran Management, as of immediately prior to the Trimaran Management Merger, shall be converted into the right to receive the Trimaran Management Merger Consideration.

The Mergers. (a) Upon At the DE Effective Time and the Bermuda Effective Time, as applicable, upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL Agreement and the DLLCAFirst Plan of Merger: (i) Parent, at the Effective Time, the Company DE Merger Sub I and Insite shall cause DE Merger Sub I to be merged with and into Insite in accordance with Delaware Law, whereupon the separate existence of DE Merger SubSub I shall cease, and Insite shall continue as the surviving company (the “First Surviving DE Corporation”); and (ii) Parent, Bermuda Merger Sub I and STC shall cause Bermuda Merger Sub I to be merged with and into STC in accordance with Bermuda Law and Cayman Law, whereupon the separate existence of Bermuda Merger Sub I shall cease, and STC shall continue as the surviving company, being a Cayman Islands exempted company (the “Surviving Cayman Corporation”). (b) At the Second DE Effective Time and the Second Bermuda Effective Time, as applicable, upon the terms and subject to the conditions set forth in this Agreement and the Second Plan of Merger: (i) Parent, DE Merger Sub II and the First Surviving DE Corporation shall cause the First Surviving DE Corporation to be merged with and into DE Merger Sub II in accordance with Delaware Law, whereupon the separate existence of the Company First Surviving DE Corporation shall cease, and DE Merger Sub II shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger company (the “Final Surviving EntityDE Corporation”); and (ii) Parent, Bermuda Merger Sub II and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity Cayman Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of cause the Surviving Entity. (b) Upon the terms and subject Cayman Corporation to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating PartnershipBermuda Merger Sub II in accordance with Bermuda Law and Cayman Law, whereupon the separate existence of the Company Operating Partnership Surviving Cayman Corporation shall cease, and the Parent Operating Partnership Bermuda Merger Sub II shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity company, being a Bermuda exempted company (the “Final Surviving Bermuda Corporation” and, together with the Final Surviving DE Corporation, the “Surviving Corporations”). (c) From and after the Second DE Effective Time and the Second Bermuda Effective Time, as applicable, the effect of the DE Merger and Bermuda Merger, respectively, shall be as provided in this Agreement and the Partnership applicable provisions of Delaware Law, Bermuda Law or Cayman Law, as applicable, and (i) the Final Surviving DE Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Insite, DE Merger Sub I, the First Surviving DE Corporation and DE Merger Sub II, all as provided under Delaware Law, and (ii) the Final Surviving Bermuda Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of STC, Bermuda Merger Sub I, the Surviving Cayman Corporation and Bermuda Merger Sub II, all as provided under Bermuda Law and Cayman Law, as applicable. (d) Subject to the provisions of Article 11, the closing of the DE Merger and the Bermuda Merger (the “Surviving PartnershipClosing”) shall take place (i) in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely by the exchange of documents and signatures (or their electronic counterparts), on the third Business Day following the date on which all of the conditions set forth in Article 11 have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions (other than those conditions that by their nature are to be satisfied at the Closing (the “Closing Date Conditions”), but subject to the satisfaction of, or, to the extent permissible, waiver by the party or parties entitled to the benefit of, the Closing Date Conditions) or (ii) at such other place, at such other time or on such other date as Parent and Seller may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (e) At the Closing, STC and Bermuda Merger Sub I shall execute and deliver a plan of merger relating to the First Bermuda Merger which shall implement the First Bermuda Merger and the terms and conditions of this agreement (the “First Plan of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as soon as practicable thereafter shall make all other filings or recordings required under Bermuda Law and Cayman Law, and on the Closing Date Bermuda Merger Sub I shall cause an application for registration of the Surviving Cayman Corporation to be executed and delivered to the Registrar of Companies in Bermuda (the “Bermuda Registrar”) as provided under Section 108 of Bermuda Law and to be accompanied by the documents required by Section 108(2) of Bermuda Law, and a corresponding application shall be governed made to the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 237(2) of the Cayman Law (collectively, the “First Merger Application”), and cause to be included in the First Merger Application a request that the Bermuda Registrar issue the certificate of merger (the “First Bermuda Certificate of Merger”) with respect to the Merger and a corresponding request shall be made to the Cayman registrar to issue a certificate of merger under Cayman Law with respect to the Merger, in each case on the Closing Date at the time of day mutually agreed upon by Parent and Seller and set forth in the First Merger Application. The First Bermuda Merger shall become effective upon the issuance of the First Bermuda Certificate of Merger by the laws Bermuda Registrar (or such other date and time as the First Bermuda Certificate of Merger shall provide) and the registration of the merger under Cayman Law by the Cayman Registrar (collectively, the “Bermuda Effective Time”). (f) At the Closing, immediately following receipt of evidence from the Bermuda Registrar and the Cayman Registrar, as applicable, of the effectiveness of the First Bermuda Merger, Insite shall file, or cause to be filed, with the Secretary of State of the State of Delaware, a certificate of merger relating to the First DE Merger (the “First DE Certificate of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Delaware Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The Partnership First DE Merger shall have become effective at such time as the effects First DE Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such other later time as may be agreed by Parent and Insite and specified in the DRULPA and this Agreement. Without limiting First Certificate of Merger) (the generality of “DE Effective Time”). (g) Promptly following the foregoing, and subject thereto, from and after the Partnership Merger DE Effective Time, but in no event later than the second Business Day thereafter, Parent, the First Surviving DE Corporation and DE Merger Sub II shall file, or cause to be filed, with the Secretary of State of the State of Delaware, a certificate of merger relating to the Second DE Merger (the “Second DE Certificate of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Delaware Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The Second DE Merger shall become effective at such time (the “Second DE Effective Time”) as the Second DE Certificate of Merger is duly filed with the Secretary of State of the State of Delaware. (h) Promptly following the Bermuda Effective Time, but in no event later than the second Business Day thereafter, Parent, the Surviving Partnership Cayman Corporation and Bermuda Merger Sub II shall possess execute and deliver a plan of merger relating to the Second Bermuda Merger which shall implement the Second Bermuda Merger and the terms and conditions of this agreement (the “Second Plan of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as soon as practicable thereafter, shall make all propertiesother filings or recordings required under Bermuda Law and Cayman Law, rights, privileges, powers and franchises on the Closing Date Bermuda Merger Sub II shall cause an application for registration of the Company Operating Partnership, Final Surviving Bermuda Corporation to be executed and all delivered to the Bermuda Registrar as provided under Section 108 of Bermuda Law and to be accompanied by the documents required by Section 108(2) of Bermuda Law and a corresponding application shall be made under to the Cayman Registrar under Section 237(7) of the claimsCayman Law (collectively, obligationsthe “Second Merger Application”) and cause to be included in the Second Merger Application a request that the Registrar issue the certificate of merger with respect to the Second Bermuda Merger (the “Second Bermuda Certificate of Merger”) and a corresponding request shall be made to the Cayman Registrar to issue a certificate of merger under Cayman Law with respect to the Merger, liabilities, debts in each case on the Closing Date at the time of day mutually agreed upon by the Parent and duties Seller and set forth in the Second Merger Application. The Second Bermuda Merger shall become effective upon the issuance of the Company Operating Partnership Second Bermuda Certificate of Merger by the Registrar (or such other date and time as the Second Bermuda Certificate of Merger shall become provide) and the claims, obligations, liabilities, debts and duties registration of the Surviving Partnershipmerger by the Cayman Registrar under the Cayman Law (collectively, the “Second Bermuda Effective Time”).