Common use of Effective Times Clause in Contracts

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinprovisions of this Agreement, on at or as promptly as practicable following the day immediately prior to the Closing DateClosing, PubcoParent, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror I and the Company will cause an appropriate Certificate of Merger (the “Pubco Merger I Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan Secretary of MergerState”) in such form and filing such Plan executed as provided in the DGCL. The First Merger shall become effective on the date and at the time when the Merger I Certificate of Merger and other documents required under the Companies Act has been duly filed with the Registrar Secretary of Companies of State or, subject to the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filingsDGCL, or such later time as may be is agreed upon by the parties and specified in the Pubco Merger I Certificate of Merger, being and such time is hereinafter referred to as the “Pubco Merger I Effective Time.”). (b) On Upon the terms and subject to the conditions set forth hereinprovisions of this Agreement, on at or as promptly as practicable following the Closing Date, but and immediately after the Corp Merger I Effective Time, Parent, Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror II and the Company Merger I Surviving Corporation will cause an appropriate Certificate of Merger (the “First Merger II Certificate of Merger” and, together with the Merger I Certificate of Merger, the “Certificates of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Secretary of State”) in such form and executed as provided in the DGCL. The Second Merger shall become effective on the date and at the time when the Merger II Certificate of Merger”) Merger has been duly filed with the Secretary of State of or, subject to the State of DelawareDGCL, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be is agreed in writing upon by the Company and Acquiror parties and specified in the Second Merger II Certificate of Merger, being which in any event shall be as promptly as practicable after the Merger I Effective Time, and such time is hereinafter referred to as the “Second Merger II Effective Time.”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the day immediately prior to the Closing Date, Pubcoeach of the Company, Acquiror Parent and LLC Merger Sub I shall cause the Pubco Merger to be consummated by (i) filing the a certificate of merger in with respect to the form to be agreed to by Acquiror and the Company First Merger (the “Pubco Merger First Certificate of Merger”) to be executed, acknowledged, delivered to and filed with the Office of the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of MergerSecretary”) and filing such Plan of Merger and other documents required as provided under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco DGCL. The First Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, shall become effective on the Closing Date, but after date and time at which the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with Mxxxxx has been accepted for filing by the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the such date and time of such filing, or such later time as may be agreed in writing to by Pxxxxx, Merger Sub I and the Company and Acquiror and specified set forth in the First Certificate of Merger, being hereinafter referred to as the “First Effective Time”). As soon as practicable In the event that the Threshold Percentage is at least 40%, immediately following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, each of the Surviving Corporation Corporation, Parent and LLC Merger Sub II shall cause a certificate of merger with respect to the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be executed, acknowledged, delivered to and filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of as provided under the DGCL and DLLCA DLLCA. The Second Merger shall become effective on the date and time at which the Second Certificate of Mxxxxx has been accepted for filing by the Secretary (the such date and time of such filing, or such later time as may be agreed in writing to by Pxxxxx, Merger Sub II and the Company Surviving Corporation and Acquiror and specified set forth in the Second Certificate of Merger, being hereinafter referred to as the “Second Effective Time”). (b) The Mergers shall have the effects set forth in the applicable provisions of the DGCL, the DLLCA, this Agreement and the Certificates of Merger. Without limiting the generality of the foregoing, from and after the Second Effective Time, the Surviving LLC shall possess all properties, rights, privileges, powers and franchises of the Company, Merger Sub I and Merger Sub II, and all of the claims, obligations, liabilities, debts and duties of the Company, Merger Sub I and Merger Sub II shall become the claims, obligations, liabilities, debts and duties of the Surviving LLC.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after following the Corp Merger Sub Contribution, Pubco, consummation of the Company Recapitalization and Corp the SPAC Secondary Purchase: (a) SPAC and Merger Sub shall cause the First Merger to be consummated by filing the certificate execute a plan of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate Plan of Merger”) substantially in the form attached as Exhibit J-1 hereto and shall file the First Plan of Merger and other documents as required to effect the First Merger pursuant to the Cayman Companies Law with the Secretary Registrar of State Companies of the State of Delaware Cayman Islands as provided in accordance with the applicable provisions of the DGCL (Cayman Companies Law. The First Merger shall become effective at the time when the First Plan of such filing, Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub and SPAC may be agreed in writing by agree and specify pursuant to the Company and Acquiror and specified in the First Certificate of Merger, being Cayman Companies Law (the “First Effective Time”). As soon as practicable ; and (b) Immediately following the consummation of the First Effective Time and in any case on the same day as Merger at the First Effective Time, Pubco, the Surviving Corporation Entity and LLC Merger Sub II shall cause the Second Merger to be consummated by filing the certificate execute a plan of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate Plan of Merger”) substantially in the form attached as Exhibit J-2 hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Cayman Companies Law with the Secretary Registrar of State Companies of the State of Delaware, Cayman Islands as provided in accordance with the applicable provisions of the DGCL and DLLCA (Cayman Companies Law. The Second Merger shall become effective at the time when the Second Plan of such filing, Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub II and the Surviving Entity may be agreed in writing by agree and specify pursuant to the Company and Acquiror and specified in the Second Certificate of Merger, being Cayman Companies Law (the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the Partnership shall cause articles of merger with respect to the Pubco Partnership Merger to be consummated by (i) filing duly executed and filed with, and accepted for record by, the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware SDAT in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror MRUPLA and the Company MLLCA (the “Plan Partnership Articles of Merger”). The Partnership Merger shall become effective upon the later of (x) and filing such Plan time as the Company Articles of Merger are accepted for record by the SDAT or (y) on such other date and other documents required under time (not to exceed 30 days after the Companies Act with Partnership Articles of Merger are accepted for record by the Registrar SDAT) as may be agreed between the Parties and specified in the Partnership Articles of Companies of the Cayman Islands Merger in accordance with the applicable provisions of MLLCA and the Companies Act MRULPA (the time of the latter of such filingsdate and time, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Partnership Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, I and the Company and Corp Merger Sub shall (i) cause articles of merger with respect to the First Company Merger to be consummated by filing duly executed and filed with, and accepted for record by, the certificate of merger SDAT in accordance with the form to be agreed to by Acquiror and the Company MGCL (the “First Certificate Company Articles of Merger”) and a certificate of merger with respect to the Company Merger to be duly executed and filed with the Secretary of State of the State of Delaware (the “DE SOS”) in accordance with the applicable provisions DLLCA (the “Company Certificate of Merger”), and (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MGCL or the DLLCA in connection with the Company Merger. The Company Merger shall become effective upon the later of (x) such time as the Company Articles of Merger are accepted for record by the SDAT, (y) the filing of the DGCL Certificate of Merger with the DE SOS or (z) such other date and time (not to exceed 30 days after the time Company Articles of such filing, or such later time Merger are accepted for record by the SDAT) as may be agreed in writing by between the Company and Acquiror Parties and specified in the First Company Articles of Merger and Company Certificate of MergerMerger (such date and time, being the “First Company Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. (c) Unless otherwise agreed in writing, the Parties shall cause the Partnership Merger Effective Time and in any case the Company Merger Effective Time to occur on the same day as Closing Date, with the First Company Merger Effective Time occurring immediately after the Partnership Merger Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinprovisions of this Agreement, as soon as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror the Company and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the file a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Company Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the applicable provisions DLLCA and the Laws of the DLLCA and State of Delaware, (ii) executing a plan file articles of merger in the form to be agreed to by Acquiror and the Company (the “Plan Company Articles of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar State Department of Companies Assessments and Taxation of Maryland (the Cayman Islands “SDAT”), executed in accordance with the applicable provisions MGCL and (iii) make any and all other filings or recordings required to be made by the Company or Merger Sub under the MGCL and the DLLCA in connection with the Company Merger. The Company Merger shall become effective upon the later of the Companies Act (the time acceptance for record of the latter Company Articles of Merger by the SDAT, the filing of the Company Certificate of Merger with the Delaware Secretary of State or on such filings, or such later other date and time as may be mutually agreed to by the parties hereto and specified in the Pubco Company Articles of Merger and the Company Certificate of Merger, Merger in accordance with the MGCL and the DLLCA (not to exceed five days from the date of filing) (the time the Company Merger becomes effective being the “Pubco Company Merger Effective Time”). (b) On Upon the terms and subject to the conditions set forth hereinprovisions of this Agreement, as soon as practicable on the Closing Date, but the Surviving Company and Parent Affiliate shall execute the Assignment Agreement effecting the Affiliate Contribution. The Affiliate Contribution shall occur and be effective immediately after the Corp Company Merger Sub ContributionEffective Time and prior to the Partnership Merger Effective Time (the time the Affiliate Contribution becomes effective being the “Affiliate Contribution Effective Time”). (c) Upon the terms and subject to the provisions of this Agreement, Pubcoas soon as practicable on the Closing Date after the Affiliate Contribution Effective Time, the Company Partnership and Corp Merger Sub Partnership shall cause the First Merger to be consummated by filing the (i) file a certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Partnership Certificate of Merger”) with the Delaware Secretary of State of the State of Delaware State, executed in accordance with the applicable provisions DRULPA and (ii) make any and all other filings or recordings required to be made by the Partnership or Merger Partnership under the DRULPA in connection with the Partnership Merger. The Partnership Merger shall become effective upon the filing of the DGCL (Partnership Certificate of Merger with the time Delaware Secretary of State or on such filing, or such later other date and time as may be mutually agreed in writing to by the Company and Acquiror parties hereto and specified in the First Partnership Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA DRULPA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, Partnership Merger becomes effective being the “Second Partnership Merger Effective Time”). (d) Unless otherwise agreed to in writing, the parties shall cause the Asset Exchange Effective Time, the Company Merger Effective Time, the Affiliate Contribution Effective Time and the Partnership Merger Effective Time to occur sequentially on the Closing Date. The Asset Exchange Effective Time shall occur first, followed immediately by the Company Merger Effective Time, followed immediately by the Affiliate Contribution Effective Time, followed immediately by the Partnership Merger Effective Time.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror New NHT and LLC Merger Sub NXDT Intermediary shall cause the Pubco Merger to be consummated by (i) filing the duly execute and file a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Company Merger Certificate of MergerCertificate”) with the Secretary of State DSOS in accordance with the Laws of the State of Delaware and (ii) make any other filings, recordings or publications required to be made by the Company or NXDT Intermediary under the DLLCA and the DGCL in connection with the Company Merger. The Company Merger will become effective upon the later of the acceptance for record of the Company Merger Certificate by the DSOS or such other date and time not more than 30 days after acceptance for record by the DSOS of the Company Merger Certificate as may be mutually agreed to by New NHT and NXDT Intermediary and specified in the Company Merger Certificate in accordance with the applicable provisions of the DLLCA and the DGCL (ii) executing a plan of merger such date and time being referred to in the form to be agreed to by Acquiror and the Company (this Agreement as the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Company Merger Effective Time”). (b) On the terms Closing Date, NHT Intermediary and subject NXDT Intermediary shall (i) duly execute and file a certificate of merger (the “Intermediary Merger Certificate”) with the DSOS in accordance with the Laws of the State of Delaware and (ii) make any other filings, recordings or publications required to be made by NHT Intermediary or NXDT Intermediary under the conditions set forth hereinDLLCA in connection with the Intermediary Merger. The Intermediary Merger will become effective upon the later of the acceptance for record of the Intermediary Merger Certificate by the DSOS or such other date and time not more than 30 days after acceptance for record by the DSOS of the Intermediary Merger Certificate as may be mutually agreed to by NHT Intermediary and NXDT Intermediary and specified in the Intermediary Merger Certificate in accordance with the DLLCA (the “Intermediary Merger Effective Time”), being understood and agreed that the Parties shall cause the Intermediary Merger Effective Time to occur immediately after the Company Merger Effective Time. (c) On the Closing Date, the NHT Holdings and NXDT Intermediary shall (i) duly execute and file a certificate of merger (the “Holdings Merger Certificate”) with the DSOS in accordance with the Laws of the State of Delaware and (ii) make any other filings, recordings or publications required to be made by NHT Holdings or NXDT Intermediary under the DLLCA in connection with the Holdings Merger. The Holdings Merger will become effective upon the later of the acceptance for record of the Holdings Merger Certificate by the DSOS or such other date and time not more than 30 days after acceptance for record by the DSOS of the Holdings Merger Certificate as may be mutually agreed to by NHT Holdings and NXDT Intermediary and specified in the Holdings Merger Certificate of Merger in accordance with the DLLCA (such date and time being referred to in this Agreement as the “Holdings Merger Effective Time”), being understood and agreed that the Parties shall cause the Holdings Merger Effective Time to occur immediately after the Intermediary Merger Effective Time. (d) On the Closing Date, NHT OP and NXDT Merger Sub shall duly execute and file a certificate of merger (the “Operating Partnership Merger Certificate”) with the DSOS in accordance with the Laws of the State of Delaware. The Operating Partnership Merger will become effective upon the filing of the Operating Partnership Merger Certificate with the DSOS or such other date and time as may be mutually agreed to by NHT OP and NXDT Merger Sub and specified in the Operating Partnership Merger Certificate in accordance with the DLLCA (the “Operating Partnership Merger Effective Time”), it being understood and agreed that the Parties shall cause the Operating Partnership Merger Effective Time to occur immediately after the Holdings Merger Effective Time. (e) Unless otherwise agreed in writing, the Parties shall cause the Company Merger Effective Time, the Intermediary Merger Effective Time, the Holdings Merger Effective Time and the Operating Partnership Merger Effective Time to occur on the Closing Date, but with the Intermediary Merger Effective Time occurring immediately after the Corp Company Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubcothe Holdings Merger Effective Time occurring immediately after the Intermediary Merger Effective Time, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (Operating Partnership Merger Effective Time occurring immediately after the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Holdings Merger Effective Time”).

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinin this Agreement, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the parties shall cause the Pubco Merger to be consummated by (i) filing the a certificate of merger in with respect to the form to be agreed to by Acquiror and the Company First Merger (the “Pubco Merger Certificate of First Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by Saturn or Merger Sub 1 under the DGCL in accordance connection with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of First Merger”) and filing . The First Merger shall become effective at such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) is duly filed with the Secretary of State of the State of Delaware or on such later date and time as shall be agreed to by Saturn and Xxxxxx and specified in the Certificate of First Merger in accordance with the applicable provisions of the DGCL (the date and time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in at which the First Certificate of Merger, Merger becomes effective being hereinafter referred to as the “First Effective Time”). As soon as practicable . (b) Immediately following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause but only if the Second Merger to be consummated by filing Opt-Out Condition has not occurred, the parties will cause a certificate of merger in with respect to the form of Exhibit I to be agreed to by Acquiror and the Company Second Merger (the “Second Certificate of Second Merger”) to be duly executed and filed with the Secretary of State of the State of DelawareDelaware as provided under the DGCL and the LLC Act, and make any other filings, recordings or publications required to be made by the Surviving Corporation or Merger Sub 2 under the DGCL or LLC Act in connection with the Second Merger. The Second Merger shall become effective at such time as the Certificate of Second Merger is duly filed with the Secretary of State of the State of Delaware or on such later date and time as shall be agreed to by Saturn and Xxxxxx and specified in the Certificate of Second Merger in accordance with the applicable provisions of the DGCL and DLLCA the LLC Act (the date and time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in at which the Second Certificate of Merger, Merger becomes effective being hereinafter referred to as the “Second Merger Effective Time”). (c) At the Second Merger Effective Time (i) each share of the Surviving Corporation common stock outstanding immediately prior to the Second Merger Effective Time shall be cancelled, and no consideration shall be paid with respect thereto, and (ii) the limited liability company interests of Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall constitute the only outstanding limited liability company interests of the Surviving Company.

Effective Times. (a) On At the terms and subject to the conditions set forth hereinClosing, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC REIT Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company shall duly execute and file the Articles of Merger (the “Pubco Merger Certificate Maryland Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the Maryland REIT Law and shall duly execute and file with the Secretary of State of Delaware (the State “DSOS”) a certificate of merger (the “Delaware Merger Certificate”) in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act Maryland REIT Law or the DLLCA to effect the REIT Merger. The REIT Merger shall become effective upon the later of (A) such time as the Maryland Articles of Merger have been accepted for record by the SDAT and (B) such time as the Delaware Merger Certificate has been filed with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filingsDSOS, or such later time as may be specified which the parties hereto shall have agreed upon and designated in the Pubco Delaware Merger Certificate in accordance with the DLLCA and the Maryland Articles of Merger, being Merger in accordance with the Maryland REIT Law as the effective time of the REIT Merger (the “Pubco REIT Merger Effective Time”). (b) On At the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, PubcoClosing, the Company and Corp Merger Sub the Delaware Company shall cause the First Merger to be consummated by filing the certificate duly execute and file articles of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate Reincorporation Articles of Merger”) with the Secretary SDAT in accordance with the Maryland REIT Law and shall duly execute and file with the DSOS a certificate of State merger (the “Reincorporation Merger Certificate”) in accordance with the DGCL and shall make all other filings or recordings required under the Maryland REIT Law or the DGCL to effect the Reincorporation Merger. The Reincorporation Merger shall become effective upon the later of (A) such time as the Reincorporation Articles of Merger have been accepted for record by the SDAT and (B) such time as the Reincorporation Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in the Reincorporation Merger Certificate in accordance with the DGCL and the Reincorporation Articles of Merger in accordance with the Maryland REIT Law as the effective time of the State Reincorporation Merger (the “Reincorporation Merger Effective Time”). (c) At the Closing, immediately after the REIT Merger Effective Time, the Partnership shall file with the DSOS a certificate of Delaware merger (the “Partnership Merger Certificate”), executed in accordance with the applicable provisions of the DGCL (DRULPA and shall make all other filings or recordings required under the DRULPA to effect the Partnership Merger. The Partnership Merger shall become effective promptly after the REIT Merger Effective Time upon such time of such filingas the Partnership Merger Certificate has been filed with the DSOS, or such later time as may be which the parties hereto shall have agreed upon and designated in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by such filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions DRULPA as the effective time of the DGCL and DLLCA Partnership Merger (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Partnership Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, As soon as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the Parties shall cause the Pubco Merger to be consummated by (ia) filing the a certificate of merger in with respect to the form to be agreed to by Acquiror and the Company First Merger (the “Pubco Merger First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Purchaser under the DGCL in accordance connection with the applicable provisions First Merger, and (b) following the filing of the First Certificate of Merger, a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Delaware Secretary as provided under the DGCL and the DLLCA and (ii) executing a plan make any other filings, recordings or publications required to be made by the First Surviving Corporation or Merger Sub 2 under the DGCL and the DLLCA in connection with the Second Merger. The First Merger shall become effective at such time as the First Certificate of merger in Merger is duly filed with the form to Delaware Secretary or on such later date and time as shall be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror Parent and specified in the First Certificate of MergerMerger (which, if the Acceptance Time occurs, shall be as soon as is practicable thereafter) (such date and time being hereinafter referred to as the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day The Second Merger shall become effective at such time as the First Effective Time, Pubco, Second Certificate of Merger is duly filed with the Surviving Corporation Delaware Secretary or on such later date and LLC Merger Sub time as shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror Parent and specified in the Second Certificate of Merger, Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, as soon as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the Parties shall cause the Pubco Merger to be consummated by filed (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware the certificate of merger relating to the First Merger (the “First Delaware Certificate of Merger”), executed and acknowledged in accordance with the applicable relevant provisions of the DLLCA DGCL, and (ii) executing a plan with the Secretary of State of the State of Minnesota the articles of merger in relating to the form to be agreed to by Acquiror and the Company First Merger (the “Plan First Minnesota Articles of Merger”) ” and filing such Plan of Merger and other documents required under the Companies Act together with the Registrar First Delaware Certificate of Companies of Merger, the Cayman Islands “First Merger Certificates”), executed and acknowledged in accordance with the applicable relevant provisions of the Companies Act MBCA. The First Merger shall become effective at the later of (A) the time that the First Delaware Certificate of Merger has been duly filed with the Secretary of State of the latter State of such filingsDelaware and (B) the time that the First Minnesota Articles of Merger have been duly filed with the Secretary of State of the State of Minnesota, or at such later time as may be specified Parent and the Company shall agree and specify in the Pubco First Merger Certificate of MergerCertificates (the time the First Merger becomes effective, being the “Pubco Merger First Effective Time”). (b) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the Closing Date, but as soon as practicable after the Corp Merger Sub Contribution, PubcoFirst Effective Time, the Company and Corp Merger Sub Parties shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company filed (the “First Certificate of Merger”i) with the Secretary of State of the State of Delaware the certificate of merger relating to the Second Merger (the “Second Delaware Certificate of Merger”), executed and acknowledged in accordance with the applicable relevant provisions of the DGCL DLLCA, and (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”ii) with the Secretary of State of the State of DelawareMinnesota the articles of merger relating to the Second Merger (the “Second Minnesota Articles of Merger” and together with the Second Delaware Certificate of Merger, the “Second Merger Certificates”), executed and acknowledged in accordance with the applicable relevant provisions of the DGCL and DLLCA MBCA. The Second Merger shall become effective at the later of (A) the time that the Second Delaware Certificate of such filingMerger has been duly filed with the Secretary of State of the State of Delaware and (B) the time that the Second Minnesota Articles of Merger have been duly filed with the Secretary of State of the State of Minnesota, or at such later time as may be agreed in writing by Parent and the Company shall agree and Acquiror and specified specify in the Second Certificate of MergerMerger Certificates (the time the Second Merger becomes effective, being the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, PubcoREIT II, Acquiror REIT I and LLC Merger Sub shall (i) cause articles of merger with respect to the Pubco REIT Merger to be consummated by (i) filing duly executed and filed with the certificate State Department of merger in the form to be agreed to by Acquiror Assessments and the Company Taxation of Maryland (the “Pubco Merger Certificate of MergerSDAT”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror MGCL and the Company MLLCA (the “Plan Articles of Merger”) and filing (ii) make any other filings, recordings or publications required to be made by REIT I, Merger Sub or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such Plan time as the Articles of Merger are accepted for record by the SDAT or on such other date and other documents required under time (not to exceed thirty (30) days after the Companies Act with Articles of Merger are accepted for record by the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time SDAT) as may be specified in the Pubco Articles of Merger Certificate of Merger(such date and time, being the “Pubco REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Globe Merger Sub, LLC”. (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after REIT II Operating Partnership and REIT I Operating Partnership shall (i) cause a certificate of merger with respect to the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Partnership Merger to be consummated by filing duly executed and filed with the certificate Delaware Secretary of merger in the form to be agreed to by Acquiror and the Company State (the “First DE SOS”) in accordance with the DRULPA (the “Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT II Operating Partnership, REIT I Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (Partnership Merger. The Partnership Merger shall become effective at the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified set forth in the First Partnership Certificate of MergerMerger (such date and time, being the “First Partnership Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub Parties shall cause the Second Partnership Merger Effective Time to be consummated by filing occur on the certificate of merger in Closing Date after the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second REIT Merger Effective Time”).

Effective Times. (a) On the terms and subject Prior to the conditions set forth hereinClosing, Parent shall prepare and, on the day immediately prior to the Closing Date, Pubcothe Company, Acquiror Parent and LLC Merger Sub I shall cause the Pubco Merger to be consummated by (i) filing the certificate cause articles of merger with respect to the Company Merger (the “Articles of Merger”) to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) as provided under the MGCL and the MLLCA and (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MGCL and the MLLCA in connection with the Company Merger. The Company Merger shall become effective following the close of business on the Closing Date, with such date and time specified in the form to Articles of Merger, or on such other date and time, not more than thirty (30) days after acceptance for record of the Articles of Merger by the SDAT, as shall be agreed to by Acquiror and the Company and Parent and specified in the Articles of Merger, following acceptance for record by the SDAT (such date and time being hereinafter referred to as the “Pubco Company Merger Certificate Effective Time”). (b) Prior to the Closing, Parent shall prepare and, on the Closing Date, immediately after the Company has filed the Articles of Merger”, Merger Sub II shall (i) file with the Secretary of State of the State of Delaware (the “DSOS”) a certificate of merger (the “Partnership Merger Certificate”), executed in accordance with the applicable provisions of the DLLCA and the DRULPA, and (ii) executing make all other filings or recordings required under the DLLCA and the DRULPA to effect the Partnership Merger. The Partnership Merger shall become effective immediately after the Company Merger Effective Time and the transfer by Merger Sub I of certain of its Merger Partnership Units (acquired by Merger Sub I as a plan consequence of merger the Company Merger) to a Parent Subsidiary that is treated as a Taxable REIT Subsidiary upon the close of business on the Closing Date, with such date and time specified in the form to Partnership Merger Certificate, or on such other date and time as shall be agreed to by Acquiror Merger Partnership and the Company Partnership and specified in the Partnership Merger Certificate (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Partnership Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Prior to the conditions set forth hereinClosing, Parent, Company LP and Partnership Merger Sub shall prepare and, on the day immediately prior to the Closing Date, PubcoParent, Acquiror Company LP and LLC Partnership Merger Sub shall cause the Pubco Merger to be consummated by (i) filing cause the certificate of merger in with respect to the form to be agreed to by Acquiror and the Company Partnership Merger (the “Pubco Partnership Merger Certificate of Merger”) to be duly executed and filed with the Secretary of State of Delaware SOS as provided under the State of Delaware in accordance with the applicable provisions of the DLLCA DRULPA, and (ii) executing a plan of merger in the form make any other filings, recordings or publications required to be agreed to made by Acquiror and Company LP or Partnership Merger Sub under the Company (DRULPA in connection with the “Plan of Partnership Merger”) and filing . The Partnership Merger shall become effective upon such Plan time as the Partnership Merger Certificate of Merger and other documents required under the Companies Act has been filed with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filingsDelaware SOS, or such later time that the Parties shall have agreed upon and designated in such filings in accordance with the DRULPA as may be specified in the Pubco effective time of the Partnership Merger Certificate of Merger, being (the “Pubco Partnership Merger Effective Time”). (b) On the terms and subject Prior to the conditions set forth hereinClosing, Parent, REIT Merger Sub and the Company shall prepare and, on the Closing Date, but after for effectiveness immediately following the Corp Partnership Merger Effective Time, Parent, REIT Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company shall (i) cause articles of merger with respect to the REIT Merger (the “First Certificate REIT Merger Articles of Merger”) to be duly executed and filed with the Secretary of State of Maryland SDAT as provided under the State of Delaware MD REIT Law, and (ii) make any other filings, recordings or publications required to be made by the Company, Parent or REIT Merger Sub under the MD REIT Law in accordance connection with the applicable provisions of REIT Merger. The REIT Merger shall become effective upon the DGCL (the time later of such filingtime as the REIT Merger Articles of Merger have been accepted for record by the Maryland SDAT, or such later time as may be which the Parties shall have agreed in writing by the Company upon and Acquiror and specified designated in the First Certificate REIT Merger Articles of Merger, being Merger in accordance with the MD REIT Law as the effective time of the REIT Merger (the “First REIT Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub Parties shall cause the Second REIT Merger Effective Time to be consummated by filing occur immediately following the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Partnership Merger Effective Time”).

Effective Times. (a) On At or promptly following the terms and subject to the conditions set forth herein, Closing on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company and Parent will cause a Certificate of Merger (the “Pubco Merger Certificate of First Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the applicable provisions Section 251 of the DLLCA DGCL, and (ii) executing a plan of merger in the form make any other filings, recordings or publications required to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing made by the Company and Acquiror and specified in or Merger Sub 1 under the DGCL. The First Merger shall become effective at the time when the Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) has been duly filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or at such later date or time as may be agreed in writing by the Company and Acquiror Parent in writing and specified in the Second Certificate of Merger, being First Merger (the “Second Effective Time”). (b) Immediately following the Effective Time, the Surviving Corporation and Parent will cause a Certificate of Merger (the “Certificate of Second Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 264 of the DGCL and Section 18-209 of the LLC Act, and make any other filings, recordings or publications required to be made by the Surviving Corporation or Merger Sub 2 under the DGCL or LLC Act. The Second Merger shall become effective at the time when the Certificate of Second Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by the Surviving Corporation and Parent in writing and specified in the Certificate of Second Merger (the “Second Merger Effective Time”). At the Second Merger Effective Time (i) each share of the Surviving Corporation common stock outstanding immediately prior to the Second Merger Effective Time shall be cancelled, and no consideration shall be paid with respect thereto, and (ii) the limited liability company interests of Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall constitute the only outstanding limited liability company interests of the Surviving Company.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, PubcoREIT II, Acquiror REIT I and LLC Merger Sub shall (i) cause articles of merger with respect to the Pubco REIT Merger to be consummated by duly executed and filed with the State Department of Assessments and Taxation of Maryland (ithe “SDAT”) filing in accordance with the MGCL (the “Articles of Merger”), (ii) cause a certificate of merger in with respect to the form REIT Merger to be agreed to by Acquiror duly executed and filed with the Company Delaware Secretary of State (the “Pubco Merger DE SOS”) in accordance with the DLLCA (the “REIT I Certificate of Merger”), and (iii) make any other filings, recordings or publications required to be made by REIT I, Merger Sub or the Surviving Entity under the MGCL or DLLCA in connection with the Secretary of State of REIT Merger. The REIT Merger shall become effective at the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger time set forth in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan Articles of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger REIT I Certificate of MergerMerger (such date and time, being the “Pubco REIT Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger and the REIT I Certificate of Merger shall provide that the name of the Surviving Entity shall be “Mxxxx National REIT II Subsidiary, LLC.” (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after REIT II Operating Partnership and REIT I Operating Partnership shall (i) cause a certificate of merger with respect to the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Partnership Merger to be consummated by filing duly executed and filed with the certificate of merger DE SOS in accordance with the form to be agreed to by Acquiror and the Company DRULPA (the “First Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT II Operating Partnership, REIT I Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Secretary Partnership Merger. The Partnership Merger shall become effective at the time set forth in the Partnership Certificate of State of Merger (such date and time, the State of Delaware in accordance “Partnership Merger Effective Time” and together with the applicable provisions of the DGCL (the time of such filingREIT Merger Effective Time, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub Parties shall cause the Second Partnership Merger Effective Time to be consummated by filing occur on the certificate of merger in Closing Date after the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second REIT Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, As early as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror Merger Sub and the Company (shall file the “Pubco Certificates of Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with all requirements under the applicable provisions of Entity Law, and shall make all other filings and recordings required under the DLLCA Entity Law and (ii) executing a plan OP Merger Sub and Company OP shall file the OP Certificate of merger Merger in accordance with all requirements under the form to be agreed to by Acquiror OP Merger Entity Law, and make all other filings and recordings required under the Company OP Merger Entity Law. The Merger shall become effective (the “Plan of MergerMerger Effective Time”) and filing on the Closing Date at such Plan time as the Certificates of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands are accepted for record in accordance with all requirements under the applicable provisions of the Companies Act Entity Law (the time of the latter of such filings, or at such later date and time as may be specified in the Pubco Certificates of Merger), and, immediately prior to the Merger Effective Time, the OP Merger shall become effective (the “OP Merger Effective Time” and, collectively with the Merger Effective Time, the “Effective Times”) on the Closing Date at such time as the OP Certificate of Merger is accepted for record in accordance with all requirements under the OP Merger Entity Law (or at such later date and time as may be specified in the OP Certificate of Merger, being ). The Merger shall have the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubcoeffects specified in this Agreement, the Company Certificates of Merger and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (Entity Law. The OP Merger shall have the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and effects specified in this Agreement, the First OP Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time Merger and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL OP Merger Entity Law. Without limiting the generality of the foregoing and DLLCA subject to the terms of this Agreement, (i) at the time Merger Effective Time, all the respective properties, rights, privileges, powers and franchises of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified Constituent Entities shall vest in the Second Certificate Surviving Entity, and all debts, liabilities and duties of Mergerthe Constituent Entities shall become the debts, being liabilities and duties of the “Second Surviving Entity and (ii) at the OP Merger Effective Time”), all the respective properties rights, privileges, powers and franchises of the OP Merger Constituent Entities shall vest in the Surviving Partnership, and all debts, liabilities and duties of the OP Merger Constituent Entities shall become the debts, liabilities and duties of the Surviving Partnership.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, PubcoREIT II, Acquiror REIT III and LLC Merger Sub shall (i) cause articles of merger with respect to the Pubco REIT Merger to be consummated by (i) filing duly executed and filed with the certificate State Department of merger in the form to be agreed to by Acquiror Assessments and the Company Taxation of Maryland (the “Pubco Merger Certificate of MergerSDAT”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror MGCL and the Company MLLCA (the “Plan Articles of Merger”) and filing (ii) make any other filings, recordings or publications required to be made by REIT III or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such Plan time as the Articles of Merger are accepted for record by the SDAT or on such other date and other documents required under time (not to exceed 30 days after the Companies Act with Articles of Merger are accepted for record by the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time SDAT) as may be specified in the Pubco Articles of Merger Certificate of Merger(such date and time, being the “Pubco REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Revolution III Merger Sub, LLC.” (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after REIT II Operating Partnership and REIT III Operating Partnership shall (i) cause a certificate of merger with respect to the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Partnership Merger to be consummated by filing duly executed and filed with the certificate Delaware Secretary of merger in the form to be agreed to by Acquiror and the Company State (the “First DE SOS”) in accordance with the DRULPA (the “Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT II Operating Partnership, REIT III Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (Partnership Merger. The Partnership Merger shall become effective at the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified set forth in the First Partnership Certificate of MergerMerger (such date and time, being the “First Partnership Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub Parties shall cause the Second Partnership Merger Effective Time to be consummated by filing occur on the certificate of merger in Closing Date after the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second REIT Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after following the Corp Merger Sub Contributionconsummation of the Recapitalization: (a) The Company, Pubco, the Company SPAC and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate execute a plan of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate Plan of Merger”) substantially in the form attached as Exhibit H-1 hereto and shall file the First Plan of Merger and other documents as required to effect the First Merger pursuant to the Cayman Companies Law with the Secretary Registrar of State Companies of the State of Delaware Cayman Islands as provided in accordance with the applicable provisions of the DGCL (Cayman Companies Law. The First Merger shall become effective at the time when the First Plan of such filing, Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub and SPAC may be agreed in writing by agree and specify pursuant to the Company and Acquiror and specified in the First Certificate of Merger, being Cayman Companies Law (the “First Effective Time”). As soon as practicable . (b) Immediately following the consummation of the First Effective Time and in any case on the same day as Merger at the First Effective Time, Pubco(i) the Company, in its capacity as the sole shareholder of the Surviving Corporation and LLC Merger Sub shall cause Entity following the First Merger, will approve the Second Merger to be consummated by filing and the certificate Second Plan of merger Merger, in accordance with applicable Law and the form Organizational Documents of Exhibit I to be agreed to by Acquiror the Surviving Entity and (ii) the Surviving Entity and the Company shall execute a plan of merger (the “Second Certificate Plan of Merger”) substantially in the form attached as Exhibit H-2 hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Cayman Companies Law with the Secretary Registrar of State Companies of the State of Delaware, Cayman Islands as provided in accordance with the applicable provisions of the DGCL and DLLCA (Cayman Companies Law. The Second Merger shall become effective at the time when the Second Plan of such filing, Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as may be agreed in writing by the Surviving Entity and the Company may agree and Acquiror and specified in specify pursuant to the Second Certificate of Merger, being Cayman Companies Law (the “Second Effective Time”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the day immediately prior to the Closing Date, Pubcoeach of the Company, Acquiror Parent and LLC Merger Sub I shall cause the Pubco Merger to be consummated by (i) filing the a certificate of merger in with respect to the form to be agreed to by Acquiror and the Company First Merger (the “Pubco Merger First Certificate of Merger”) to be executed, acknowledged, delivered to and filed with the Office of the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of MergerSecretary”) and filing such Plan of Merger and other documents required as provided under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco DGCL. The First Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, shall become effective on the Closing Date, but after date and time at which the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with Xxxxxx has been accepted for filing by the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the such date and time of such filing, or such later time as may be agreed in writing to by Xxxxxx, Merger Sub I and the Company and Acquiror and specified set forth in the First Certificate of Merger, being hereinafter referred to as the “First Effective Time”). As soon as practicable In the event that the Threshold Percentage is at least 40%, immediately following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, each of the Surviving Corporation Corporation, Parent and LLC Merger Sub II shall cause a certificate of merger with respect to the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be executed, acknowledged, delivered to and filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of as provided under the DGCL and DLLCA DLLCA. The Second Merger shall become effective on the date and time at which the Second Certificate of Xxxxxx has been accepted for filing by the Secretary (the such date and time of such filing, or such later time as may be agreed in writing to by Xxxxxx, Merger Sub II and the Company Surviving Corporation and Acquiror and specified set forth in the Second Certificate of Merger, being hereinafter referred to as the “Second Effective Time”). (b) The Mergers shall have the effects set forth in the applicable provisions of the DGCL, the DLLCA, this Agreement and the Certificates of Merger. Without limiting the generality of the foregoing, from and after the Second Effective Time, the Surviving LLC shall possess all properties, rights, privileges, powers and franchises of the Company, Merger Sub I and Merger Sub II, and all of the claims, obligations, liabilities, debts and duties of the Company, Merger Sub I and Merger Sub II shall become the claims, obligations, liabilities, debts and duties of the Surviving LLC.

Effective Times. (a) On At or promptly following the terms and subject to the conditions set forth herein, Closing on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company and Parent will cause a Certificate of Merger (the “Pubco Merger Delaware Certificate of First Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the applicable provisions Section 251 of the DLLCA DGCL, and (ii) executing a plan of merger in the form make any other filings, recordings or publications required to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing made by the Company and Acquiror and specified in or Merger Sub 1 under the DGCL. The First Merger shall become effective at the time when the Delaware Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) has been duly filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or at such later date or time as may be agreed by the parties in writing by the Company and Acquiror and specified in the Second Delaware Certificate of Merger, being First Merger (the “Second Effective Time”). (b) If a Second Merger Election is made pursuant to Section ‎6.6(b) in connection with the Closing, then, immediately following the Effective Time, the Surviving Corporation and Parent will cause a Certificate of Merger (the “Delaware Certificate of Second Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 264 of the DGCL and Section 18-209 of the LLC Act, and make any other filings, recordings or publications required to be made by the Surviving Corporation or Merger Sub 2 under the DGCL or LLC Act. The Second Merger shall become effective at the time when the Delaware Certificate of Second Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by the parties in writing and specified in the Delaware Certificate of Second Merger (the “Second Merger Effective Time”). (c) At the Second Merger Effective Time (i) each share of the Surviving Corporation common stock outstanding immediately prior to the Second Merger Effective Time shall be cancelled, and no consideration shall be paid with respect thereto, and (ii) the limited liability company interests of Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall constitute the only outstanding limited liability company interests of the Surviving Company.

Effective Times. (ai) On the terms First Closing, the Purchaser and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Cayman Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such executed Cayman Plan of Merger and other documents required under the Companies Act Cayman Merger Filing Documents to be filed with the Cayman Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time the Cayman Plan of Merger is registered by the latter of such filingsCayman Registrar, or such later time as may be specified in the Pubco Merger Certificate Cayman Plan of Merger, being the “Pubco Merger Cayman Effective Time”). , (bii) On the terms and subject to the conditions set forth herein, on the Closing DateSecond Closing, but after the Corp Company, Norway Merger Sub Contribution, Pubco, the Company 2 and Corp Norway Merger Sub 1 shall cause the First Norway Merger to be consummated in accordance with the Norway Plan of Merger and with the relevant provisions of the Norwegian Companies Act, and by filing making the required filings, and after the end of the creditor period, register the completion of Norway Merger in the Norwegian Business Register (the time when such registration of completion is completed, being the “Norway Effective Time”) and (iii) immediately following, and for the avoidance of doubt, subject to and conditional upon the, completion of the Preferred Share Transfer, Pubco and Norway Merger Sub 1 shall cause the Cross-Border Merger to be consummated in accordance with the Cross-Border Plan of Merger, by (a) making the required filings and obtaining a certificate of merger for Norway Merger Sub 2, in the form and substance reasonably acceptable to be agreed to by Acquiror Purchaser and the Company (the “First Norwegian Certificate of Merger”) from the Norwegian Business Registry, (b) causing the Cross-Border Merger Resolutions to be published in the RESA, in form and substance reasonably acceptable to Purchaser and the Company (the “Cross-Border Merger Publication”) and (c) causing a representative of Pubco to appear before a Luxembourg notary to record that all conditions precedent to the Cross-Border Merger set out in the Cross-Border Merger Resolutions have been satisfied (the “Cross-Border Merger Deed of Record” and, together with the Secretary Cross-Border Merger Publication, the Cayman Certificate of State Merger and the Norway Certificate of Merger, the State “Certificates of Delaware Merger”), all in accordance with the applicable relevant provisions of the DGCL (Norwegian Companies Act and the time of such filingLuxembourg Companies Act, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of MergerCross-Border Merger Resolutions, being the “First Cross-Border Effective Time”). As soon as practicable following , and, together with the First Cayman Effective Time and in any case on the same day as the First Norway Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of MergerEffective Times”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the each an “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on at the day immediately prior to the Closing Date, PubcoClosing, Acquiror and LLC Merger Sub 1 shall cause the Pubco Reorganization Merger to be consummated by (i) filing the a certificate of merger in the form to be agreed by the Parties pursuant to by Acquiror and the Company Section 7.01(a) (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Reorganization Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and filing a plan of merger with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act, and the time of the later of such filings, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Reorganization Certificate of Merger, will be the effective time of and constitute the consummation of the Reorganization Merger (the “Reorganization Effective Time”). (b) On the terms and subject to the conditions set forth herein, at the Closing, immediately following the consummation of the Reorganization Merger, the Company and Merger Sub 2 shall cause the Acquisition Merger to be consummated by filing a certificate of merger in the form to be agreed by the Parties pursuant to Section 7.01(a) (the “Acquisition Certificate of Merger” and, together with the Reorganization Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, and the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Acquisition Certificate of Merger, being will be the effective time of and constitute the consummation of the Acquisition Merger (the “First Acquisition Effective Time”). As soon as practicable following ” and together with the First Effective Time and in any case on the same day as the First Reorganization Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate provisions of merger in the form to be agreed to by Acquiror this Agreement and the First Step Merger Agreement, as soon as reasonably practicable following the Company (Stockholder Approval the “Pubco Merger Certificate of Merger”) parties shall file with the Secretary of State of the State of Delaware a certificate of merger for the First Merger, executed in accordance with the applicable relevant provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company DGCL (the “Plan First Certificate of Merger”) and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act DGCL in connection with the Registrar First Merger. The First Certificate of Companies Merger will provide that the First Merger shall become effective at 12:01 a.m. (Eastern time) on the date immediately following the date of the Cayman Islands in accordance with the applicable provisions filing of the Companies Act First Certificate of Merger or at such other time as is agreed to by the parties to this Agreement and specified in the First Certificate of Merger (the time of at which the latter of such filings, or such later time First Merger becomes effective is herein referred to as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger First Effective Time”). (b) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause as soon as practicable following the First Merger to be consummated by filing Effective Time the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) parties shall file with the Secretary of State of the State of Delaware a certificate of conversion for the LLC Conversion, executed in accordance with the applicable relevant provisions of the DLLCA (the “Certificate of Conversion”) and shall make all other filings or recordings required under the DGCL and DLLCA in connection with the LLC Conversion. The Certificate of Conversion will provide that the LLC Conversion shall become effective at 12:02 a.m. (Eastern time) on the date immediately following the date of the filing of the Certificate of Conversion or at such other time as is agreed to by the parties to this Agreement and specified in the Certificate of Conversion (the time at which the LLC Conversion becomes effective is herein referred to as the “Conversion Effective Time”). (c) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger for the Second Merger, executed in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) and shall make all other filings or recordings required under the DGCL in connection with the Second Merger. The Second Certificate of Merger will provide that the Second Merger shall become effective at 12:01 a.m. (Eastern time) on the date immediately following the date of the filing of the Second Certificate of Merger or at such other time as is agreed to by the parties to this Agreement and specified in the Second Certificate of Merger (the time at which the Second Merger becomes effective is herein referred to as the “Second Effective Time”). (d) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of DelawareDelaware a certificate of merger for the Third Merger, executed in accordance with the applicable relevant provisions of the DGCL and DLLCA (the time “Third Certificate of such filingMerger” and collectively with the First Certificate of Merger, or such later time as may be agreed in writing by the Company Certificate of Conversion and Acquiror and specified in the Second Certificate of Merger, being the “Second Delaware Filings”) and shall make all other filings or recordings required under the DGCL and DLLCA in connection with the Third Merger. The Third Certificate of Merger will provide that the Third Merger shall become effective at 12:02 a.m. (Eastern time) on the date immediately following the date of the filing of the Third Certificate of Merger or at such other time as is agreed to by the parties to this Agreement and specified in the Third Certificate of Merger (the time at which the Third Merger becomes effective is herein referred to as the “Third Effective Time”).

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinin this Agreement, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall Parties will cause the Pubco Merger Mergers to be consummated by consummated: (i) filing on the certificate of merger in the form to be agreed to by Acquiror Closing Date and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA Section 2.4(a), SPAC and (ii) First Merger Sub executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “First Plan of Merger”) substantially in the form attached as Exhibit I hereto and filing such the First Plan of Merger and other documents as required under to effect the First Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in accordance with the applicable provisions of the Companies Act Act; (ii) on the Closing Date and in accordance with Section 2.4(b), Initial SPAC Surviving Sub and Second Merger Sub executing a plan of merger (the time “Second Plan of Merger”) substantially in the form attached as Exhibit J hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Companies Act with the Registrar of Companies of the latter Cayman Islands as provided in the applicable provisions of such filingsthe Companies Act.; and (iii) on the Closing Date and in accordance with Section 2.4(c), Newco and Third Merger Sub executing a plan of merger (the “Third Plan of Merger”) substantially in the form attached as Exhibit K hereto and shall file the Third Plan of Merger and other documents as required to effect the Third Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Companies Act. (b) The First Merger will become effective at the time when the First Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as First Merger Sub and SPAC may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms agree and subject specify pursuant to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause Companies Act (such time as the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, becomes effective being the “First Effective Time”). As soon as practicable following . (c) The Second Merger will become effective at the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause time when the Second Plan of Merger to be consummated is registered by filing the certificate Registrar of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State Companies of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, Cayman Islands or such later time as Initial SPAC Surviving Sub and Second Merger Sub may be agreed in writing by agree and specify pursuant to the Company and Acquiror and specified in Companies Act (such time as the Second Certificate of Merger, Merger becomes effective being the “Second Effective Time”). (d) The Third Merger will become effective at the time when the Third Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Third Merger Sub and Newco may agree and specify pursuant to the Companies Act (such time as the Third Merger becomes effective being the “Third Effective Time” and, together with the First Effective Time and the Second Effective Time, the “Effective Times”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror each of the following filings shall be made in the following order: (i) nCino and LLC nCino Merger Sub shall execute and file, or cause the Pubco Merger to be consummated by (i) filing the filed, a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco nCino Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the nCino Merger, (ii) immediately following the filing of the nCino Certificate of Merger, (A) Blocker 1 and Blocker 1 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 1 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 1 Merger, (B) Blocker 2 and Blocker 2 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 2 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 2 Merger, (C) Blocker 3 and Blocker 3 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 3 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 3 Merger, and (D) Blocker 4 and Blocker 4 Merger Sub shall execute and file, or cause to be filed, a certificate of merger (the “Blocker 4 Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Blocker 4 Merger, and (iii) immediately following the filing of the nCino Certificate of Merger, the Blocker 1 Certificate of Merger, the Blocker 2 Certificate of Merger, the Blocker 3 Certificate of Merger and the Blocker 4 Certificate of Merger, the Company and Company Merger Sub shall execute and file, or cause to be filed, a statement of merger (the “Company Statement of Merger”) with the Secretary Division of State Corporations and Commercial Code of the State of Delaware Utah (the “Utah Division”), in accordance with the applicable relevant provisions of the DLLCA URULLCA and (ii) executing a plan of merger shall make all other filings or recordings required by the URULLCA in the form to be agreed to by Acquiror and connection with the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On (i) The nCino Merger shall become effective at such time as the terms nCino Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, time as the Company and Corp Merger Sub nCino shall cause the First Merger to be consummated by filing the certificate of merger agree and specify in the form to be agreed to by Acquiror and the Company (the “First nCino Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL Merger (the time of such filing, or such later date and time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, nCino Merger becomes effective being the “First nCino Effective Time”). As soon as practicable , (ii) immediately following the First Effective Time and in any case on consummation of the same day nCino Merger, (A) the Blocker 1 Merger shall become effective at such time as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Blocker 1 Certificate of Merger”) Merger is duly filed with the Delaware Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL or at such other date and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror nCino shall agree and specified specify in the Second Blocker 1 Certificate of Merger, Merger (such date and time as the Blocker 1 Merger becomes effective being the “Second Blocker 1 Effective Time”), (B) the Blocker 2 Merger shall become effective at such time as the Blocker 2 Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date and time as the Company and nCino shall agree and specify in the Blocker 2 Certificate of Merger (such date and time as the Blocker 2 Merger becomes effective being the “Blocker 2 Effective Time”), (C) the Blocker 3 Merger shall become effective at such time as the Blocker 3 Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date and time as the Company and nCino shall agree and specify in the Blocker 3 Certificate of Merger (such date and time as the Blocker 3 Merger becomes effective being the “Blocker 3 Effective Time”) and (D) the Blocker 4 Merger shall become effective at such time as the Blocker 4 Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date and time as the Company and nCino shall agree and specify in the Blocker 4 Certificate of Merger (such date and time as the Blocker 4 Merger becomes effective being the “Blocker 4 Effective Time” and, such time as the Blocker Mergers become effective, the “Blocker Effective Times”) and (iii) immediately following the consummation of the nCino Merger and the Blocker Mergers, the Company Merger shall become effective at such time as the Company Statement of Merger is duly filed with the Utah Division, or at such other date and time as the Company and nCino shall agree and specify in the Statement of Merger (such date and time as the Company Merger becomes effective being the “Company Effective Time”, and such time as the Mergers become effective being the “Effective Times”).

Effective Times. Unless this Agreement is earlier terminated pursuant to Section 10.1 hereof, the closing of the Merger (athe “Closing”) On the terms and subject to will take place following satisfaction or waiver of the conditions set forth hereinin Article 9, on the day immediately date as indicated by Acquirer in a written notice to the Company delivered at least two (2) days prior to the desired Closing Date, PubcoNovember 1, Acquiror 2018; but in any event, the Closing Date shall be no later than ten days therafter, and LLC Merger Sub the Closing shall cause take place at the Pubco Merger to be consummated by (i) filing the certificate offices of merger in the form to be Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000-0000 unless another place or time is agreed to by Acquiror Acquirer and the Company (the “Pubco Closing Date”). On the Closing Date, the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company Texas (the “Plan of MergerTSOS”) and filing such Plan as provided Table of Merger and other documents required Contents under the Companies Act TBOC and make any other filings, recordings or publications required to be made by the Company or Merger Sub 1 under the TBOC in connection with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of First Merger, being the “Pubco Merger Effective Time”). and (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the a certificate of merger in the form with respect to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) to be duly executed and filed with the Secretary of State of TSOS as provided under the State of DelawareTBOC and make any other filings, recordings or publications required to be made by the Company or Merger Sub 1 under the TBOC in accordance connection with the applicable provisions of the DGCL and DLLCA (the time of Second Merger. The First Merger shall become effective at such filing, or such later time as may the First Certificate of Merger is duly filed with the TSOS or on such other date and time as shall be agreed in writing to by the Company and Acquiror Acquirer and specified in the First Certificate of Merger (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the TSOS or on such other date and time as shall be agreed to by the Company and Acquirer and specified in the Second Certificate of Merger, and in all events, following the First Effective Time (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinin this Agreement, the Parties will cause the Mergers to be consummated as follows: (i) on the day immediately prior to the Closing Date, Pubco, Acquiror SPAC and LLC Merger Sub New PubCo shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing execute a plan of merger in the form to be agreed to by Acquiror and the Company (the “First Plan of Merger”) substantially in the form attached as Exhibit C hereto and filing such shall file the First Plan of Merger and other documents as required under to effect the First Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in accordance with the applicable provisions of the Companies Act Act; and (ii) on the Closing Date, the SPAC Surviving Entity and Merger Sub shall execute a plan of merger (the time “Second Plan of Merger”) substantially in the form attached as Exhibit D hereto and, on such date, shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Companies Act with the Registrar of Companies of the latter of such filings, or such later time Cayman Islands as may be specified provided in the Pubco Merger Certificate applicable provisions of Merger, being the “Pubco Merger Effective Time”)Companies Act. (b) On The First Merger will become effective on the terms date when the First Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later date as New PubCo and SPAC may agree and specify pursuant to, and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubcolimitations specified in, the Company Companies Act and Corp the First Plan of Merger Sub shall cause (such time as the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, becomes effective being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case . (c) The Second Merger will become effective on the same day date when the Second Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later date as Merger Sub and SPAC Surviving Entity may agree and specify pursuant to, and subject to the First Effective Time, Pubcolimitations specified in, the Surviving Corporation Companies Act and LLC the Second Plan of Merger Sub shall cause (such time as the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, becomes effective being the “Second Effective Time” and, together with the First Effective Time, the “Effective Times”).

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinof this Agreement, as soon as practicable on the day immediately prior to Closing Date and after the Closing DateP3 Effective Time, Pubco, Acquiror and LLC Merger Sub the parties hereto shall cause the Pubco each Blocker Merger to be consummated in accordance with Section 1.01(b) and by (i) filing the a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, executed in accordance with with, and in such form as is required by, the applicable relevant provisions of the DGCL Delaware Acts (each, a “Blocker Certificate of Merger”), and DLLCA (shall make all other filings, recordings or publications required under the Delaware Acts in connection with each Blocker Merger. Each Blocker Merger shall become effective at the time that the properly executed and certified copy of such filingthe applicable Blocker Certificate of Merger is filed with the Secretary of State of the State of Delaware or, or to the extent permitted by applicable Law, at such later time as may be is agreed in writing to by the Company and Acquiror parties hereto prior to the filing of such Blocker Certificate of Merger and specified in the Second such Blocker Certificate of Merger, being Merger (the time at which the applicable Blocker Merger becomes effective is herein referred to as a “Second Blocker Effective Time”). (b) Upon the terms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date and after the applicable Blocker Effective Time, the parties hereto shall cause each Consolidation Merger to be consummated in accordance with Section 1.01(c) and by filing a certificate of ownership and merger with the Secretary of State of the State of Delaware, executed in accordance with, and in such form as is required by, the relevant provisions of the Delaware Acts (each, a “Consolidation Certificate of Merger”), and shall make all other filings, recordings or publications required under the Delaware Acts in connection with each Consolidation Merger. Each Consolidation Merger shall become effective at the time that the properly executed and certified copy of the applicable Consolidation Certificate of Merger is filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable Law, at such later time as is agreed to by the parties hereto prior to the filing of such Consolidation Certificate of Merger and specified in such Consolidation Certificate of Merger (the time at which the applicable Consolidation Merger becomes effective is herein referred to as a “Consolidation Effective Time”).

Effective Times. (a) On At or promptly following the terms and subject to the conditions set forth herein, Closing on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company and Parent will cause a Certificate of Merger (the “Pubco Merger Delaware Certificate of First Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the applicable provisions Section 251 of the DLLCA DGCL, and (ii) executing a plan of merger in the form make any other filings, recordings or publications required to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing made by the Company and Acquiror and specified in or Merger Sub 1 under the DGCL. The First Merger shall become effective at the time when the Delaware Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) has been duly filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or at such later date or time as may be agreed by the parties in writing by the Company and Acquiror and specified in the Second Delaware Certificate of Merger, being First Merger (the “Second Effective Time”). (b) If a Second Merger Election is made pursuant to Section 6.6(b) in connection with the Closing, then, immediately following the Effective Time, the Surviving Corporation and Parent will cause a Certificate of Merger (the “Delaware Certificate of Second Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 264 of the DGCL and Section 18-209 of the LLC Act, and make any other filings, recordings or publications required to be made by the Surviving Corporation or Merger Sub 2 under the DGCL or LLC Act. The Second Merger shall become effective at the time when the Delaware Certificate of Second Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by the parties in writing and specified in the Delaware Certificate of Second Merger (the “Second Merger Effective Time”). (c) At the Second Merger Effective Time (i) each share of the Surviving Corporation common stock outstanding immediately prior to the Second Merger Effective Time shall be cancelled, and no consideration shall be paid with respect thereto, and (ii) the limited liability company interests of Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall constitute the only outstanding limited liability company interests of the Surviving Company.

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinin this Agreement, as soon as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the Parties shall cause the Pubco Merger Mergers to be consummated by by: (i) with respect to the Metuchen Merger, executing and filing a Certificate of Merger in accordance with the certificate relevant provisions of merger in the form to be agreed to by Acquiror and the Company Delaware Law (the “Pubco Merger Metuchen Certificate of Merger”) ), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware (“Delaware Secretary of State”), in such form as required by, and executed in accordance with the applicable relevant provisions of the DLLCA of, Delaware Law; and (ii) with respect to the Neurotrope Merger, (A) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan a Certificate of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable relevant provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company DGCL (the “First Neurotrope Certificate of Merger”), in substantially the form of Exhibit C-2 attached hereto, and (B) executing and filing Articles of Merger in accordance with the relevant provisions of the DGCL (the “Neurotrope Articles of Merger”), in substantially the form of Exhibit C-3 attached hereto, together with any required related certificates, with the Delaware Secretary of State and the Secretary of State of the State of Delaware Nevada (the “Nevada Secretary of State”) in such form as required by, and executed in accordance with the applicable relevant provisions of of, the DGCL and Nevada Law. (b) The Metuchen Merger shall become effective at such time as the time Metuchen Certificate of such filing, Merger is duly filed with the Delaware Secretary of State or at such later date or time as may be is agreed in writing by between the Company and Acquiror Parties and specified in the First Metuchen Certificate of Merger, Merger (such time as the Metuchen Merger becomes effective being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Metuchen Effective Time”). (c) The Neurotrope Merger shall become effective at such time as the Neurotrope Certificate of Merger and the Neurotrope Articles of Merger are duly filed with the Delaware Secretary of State and the Nevada Secretary of State, as the case may be, or at such later date or time as is agreed between the Parties and specified in the Neurotrope Certificate of Merger and Neurotrope Articles of Merger (such time as the Neurotrope Merger becomes effective being the “Neurotrope Effective Time” and, together with the Metuchen Effective Time, the “Effective Times”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub each of the following filings shall cause be made in the Pubco Merger to be consummated by following order: (i) filing the Braves shall file a certificate of merger in relating to the form to be agreed to by Acquiror and the Company Braves Merger (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Braves Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL and (ii) following the filing of the Braves Certificate of Merger, Yankees Merger Sub shall file a certificate of merger relating to the Yankees Merger (the “Yankees Certificate of Merger”) with the applicable Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and DLLCA the DLLCA, and shall make all other filings or recordings required under the DGCL and the DLLCA. (the time of b) (i) The Braves Merger shall become effective at such filing, or such later time as may the Braves Certificate of Merger is duly filed with the Delaware Secretary of State or at such subsequent time as Braves and Yankees shall agree and shall be agreed in writing by the Company and Acquiror and specified in the Second Braves Certificate of Merger (such time as the Braves Merger becomes effective being the “Braves Effective Time”) and (ii) the Yankees Merger shall become effective at such time as the Yankees Certificate of Merger is duly filed with the Delaware Secretary of State, or at such subsequent time as Parent and Yankees shall agree and shall be specified in the Yankees Certificate of Merger, provided that the Yankees Merger shall not become effective until after the Braves Effective Time (such time as the Yankees Merger becomes effective being the “Second Yankees Effective Time” and, such time as the Mergers become effective being the “Effective Times”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, as soon as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the parties shall cause the Pubco Merger Mergers to be consummated in the following order by (ia) first filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions a Certificate of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company Merger (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Copper First Certificate of Merger”) with respect to the Copper First Merger, duly executed and completed in accordance with the relevant provisions of the DLLCA and DRULPA, and shall make all other filings or recordings required under the DLLCA and the DRULPA (the time at which the Copper First Merger becomes effective, the “First Effective Time”), (b) second filing with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First a Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Copper Second Certificate of Merger”) with respect to the Copper Second Merger, duly executed and completed in accordance with the relevant provisions of the DGCL and DRULPA, and shall make all other filings or recordings required under the DGCL and the DRULPA (the time at which the Copper Second Merger becomes effective, the “Second Effective Time”) and (c) third filing with the Secretary of State of the State of DelawareDelaware a Certificate of Merger (the “Steel Certificate of Merger”) with respect to the Steel Merger, duly executed and completed in accordance with the applicable relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL and DLLCA (the time at which the Steel Merger becomes effective, the “Closing Effective Time”). Each Merger shall become effective at the time when the applicable Certificate of such filing, Merger has been duly filed with the Secretary of State of the State of Delaware or such later time as may be mutually agreed in writing by the Company and Acquiror parties and specified in the Second applicable Certificate of Merger; provided, being that the “First Effective Time and the Second Effective Time must be prior to Closing Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after following the Corp Merger Sub Contributionconsummation of the Recapitalization: (a) The Company, Pubco, the Company SPAC and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate execute a plan of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate Plan of Merger”) ), substantially in the form attached as Exhibit I-1 hereto and shall file the First Plan of Merger and other documents as required to effectuate the First Merger pursuant to the Cayman Companies Law with the Secretary of State of the State of Delaware Cayman Registrar as provided in accordance with the applicable provisions of the DGCL (Cayman Companies Law. The First Merger shall become effective at the time when the First Plan of such filing, Merger is registered by the Cayman Registrar or such later time as Merger Sub and SPAC may be agreed in writing by agree and specify pursuant to the Company and Acquiror and specified in the First Certificate of Merger, being Cayman Companies Law (the “First Effective Time”). As soon as practicable . (b) Immediately following the consummation of the First Effective Time and in any case on the same day as Merger at the First Effective Time, Pubco(i) the Company, in its capacity as the sole shareholder of the Surviving Corporation and LLC Merger Sub shall cause Entity following the First Merger, will approve the Second Merger to be consummated by filing and the certificate Second Plan of merger Merger, in accordance with applicable Law and the form Organizational Documents of Exhibit I to be agreed to by Acquiror the Surviving Entity and (ii) the Surviving Entity and the Company shall execute a plan of merger (the “Second Certificate Plan of Merger”) ), substantially in the form attached as Exhibit I-2 hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Cayman Companies Law with the Secretary of State of the State of Delaware, Cayman Registrar as provided in accordance with the applicable provisions of the DGCL and DLLCA (Cayman Companies Law. The Second Merger shall become effective at the time when the Second Plan of such filing, Merger is registered by the Cayman Registrar or such later time as may be agreed in writing by the Surviving Entity and the Company may agree and Acquiror and specified in specify pursuant to the Second Certificate of Merger, being Cayman Companies Law (the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror the Company and LLC Merger Sub shall cause file with the Pubco Merger to be consummated by (i) filing Secretary of State of the certificate State of North Carolina articles of merger or other appropriate documents (in the form to be agreed to by Acquiror and the Company (any such case, the “Pubco Merger Certificate First Articles of Merger”) duly executed in accordance with, and containing such information as is required by, Section 55-11-05 of the NCBCA and shall make all other filings or recordings required under the NCBCA to effectuate the First Merger. The First Merger shall become effective at such time as the First Articles of Merger are duly filed with such Secretary of State, or at such other time as Parent and the Company shall agree and specify in the First Articles of Merger (the time the First Merger becomes effective being the “First Effective Time”). Immediately following the receipt by the parties hereto of a copy of the file-stamped First Articles of Merger, the Surviving Corporation and Merger LLC shall file with the Secretary of State of the State of Delaware articles of merger or other appropriate documents (in any such case, the “DE Articles of Merger”) duly executed in accordance with the applicable provisions with, and containing such information as is required by, Section 18-209 of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act with DLLCA to effectuate the Registrar Second Merger. Immediately following the receipt by the parties hereto of Companies a copy of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate file-stamped DE Articles of Merger, being the “Pubco Surviving Corporation and Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub LLC shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) file with the Secretary of State of the State of Delaware North Carolina articles of merger or other appropriate documents (in accordance any such case and together with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate DE Articles of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate Articles of Merger ” and, together with the First Articles of Merger, the “Articles of Merger”) with the Secretary of State duly executed in accordance with, and containing such information as is required by, Section 55-11-05 of the State NCBCA and shall make all other filings or recordings required under the NCBCA to effectuate the Second Merger. The Second Merger shall become effective at such time as the Second Articles of DelawareMerger are duly filed with such Secretaries of State, or at such other time as Parent and the Company shall agree and specify in accordance with the applicable provisions Second Articles of the DGCL and DLLCA Merger (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, Merger becomes effective being the “Second Effective Time”).

Effective Times. Upon the Closing, the parties shall file with the Secretary of State of the State of Washington (the “Washington Secretary of State”) the articles of merger (including the plan of merger for Merger I) substantially in the form set forth as Exhibit B and any other appropriate documents for Merger I (in any such case, the “First Articles of Merger”) executed in accordance with the relevant provisions of the WBCA and shall make any other filings required under the WBCA in connection with Merger I. Merger I shall become effective at such time as the First Articles of Merger are duly filed with the Washington Secretary of State, or at such other time as the parties hereto may agree and specify in the First Articles of Merger (the time Merger I becomes effective being the “Effective Time”). Subject to the provisions of this Agreement, concurrently with or as soon as practicable following the Effective Time, the parties hereto shall duly execute and file: (a) On with the terms and subject to Washington Secretary of State the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate articles of merger (including the plan of merger for Merger II) substantially in the form to be agreed to by Acquiror set forth as Exhibit C-1 and the Company any other appropriate documents for Merger II (the “Pubco Merger Certificate Second Articles of Merger” and, together with the First Articles of Merger, the “Articles of Merger”) executed in accordance with the relevant provisions of the WBCA, and (b) with the Secretary of State of the State of Delaware in accordance with (the applicable provisions “Delaware Secretary of the DLLCA and (iiState”) executing a plan certificate of merger substantially in the form to be agreed to by Acquiror set forth as Exhibit C-2 and the Company any other appropriate documents for Merger II (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware executed in accordance with the applicable relevant provisions of the DGCL (DLLCA, and shall make any other filings required under the WBCA and the DLLCA in connection with Merger II. Merger II shall become effective at such time as the Second Articles of such filingMerger are duly filed with the Washington Secretary of State and the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later time as the parties may be agreed in writing by the Company agree and Acquiror and specified specify in the First Second Articles of Merger and the Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, Merger II becomes effective being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Prior to the conditions set forth hereinREIT Closing, Parent L.P., Merger Sub and the Company shall prepare, and, on the day immediately prior to the Closing Date, Pubco, Acquiror the Company shall file with the State Department of Assessments and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate Taxation of Maryland articles of merger in the form to be agreed to by Acquiror and the Company and/or such other appropriate documents (the “Pubco Merger Certificate Articles of Merger”) executed in accordance with the applicable provisions of the Maryland REIT Law and the MLLCA and shall make all other filings or recordings required under the Maryland REIT Law and the MLLCA to effect the REIT Merger. The REIT Merger shall become effective at such time as the Articles of Merger are accepted for record by the State Department of Assessments and Taxation of Maryland, or at such later time as Parent L.P. and the Company shall agree and specify in the Articles of Merger; provided, however, that if Parent shall not have received the Private Letter Ruling that confirms the matters referred to in Section 6.22 before the Final Condition Satisfaction Date, the Company shall file the Articles of Merger with the State Department of Assessment and Taxation of Maryland on the Final Condition Satisfaction Date to be effective on the following business day at 10:00 a.m. Eastern Time (the time at which the REIT Merger becomes effective being the “REIT Effective Time”). (b) Prior to the OP Closing, Parent L.P., L.P. Merger Sub and Company L.P. shall prepare, and, immediately after the REIT Effective Time or as soon thereafter as reasonably practicable, Company L.P. shall file with the Secretary of State of the State of Delaware a certificate of merger and/or such other appropriate documents (the “OP Merger Certificate”) executed in accordance with the applicable provisions of the DRULPA and the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act DRULPA and the DLLCA to effect the OP Merger. The OP Merger shall become effective at such time as the OP Merger Certificate is duly filed with the Registrar office of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or at such later time as may be agreed in writing by the Parent L.P. and Company L.P. shall agree and Acquiror and specified specify in the Second OP Merger Certificate; provided, however, that if Parent shall not have received the Private Letter Ruling that confirms the matters referred to in Section 6.22 before the Final Condition Satisfaction Date, Company L.P. shall file the OP Merger Certificate with the of Merger, Secretary of State of the State of Delaware on the Final Condition Satisfaction Date to be effective on the following business day at 10:00 a.m. Eastern Time (the time at which the OP Merger becomes effective being the “Second OP Effective Time” and, together with the REIT Effective Time, the “Effective Time”).

Effective Times. (a) On the terms and Closing Date, subject to the terms and conditions set forth hereinof this Agreement, on the day immediately prior to the Closing Date, Pubco, Acquiror Acquisition Corp1 and LLC Merger Sub CNL Financial shall cause the Pubco Merger to be consummated by (i) filing the cause to be executed (A) a certificate of merger in the form to be agreed to required by Acquiror and the Company Maryland GCL (the “Pubco Merger "Acquisition Corp1 Certificate of Merger”") with and (B) a certificate of merger in ----------------------------------------- the Secretary form required by the Florida BCA (the "Financial Certificate of State of the State of Delaware in accordance with the applicable provisions of the DLLCA Merger"), --------------------------------- and (ii) executing a plan cause the Acquisition Corp1 Certificate of merger Merger to be filed with the Maryland Department of Assessments and Taxation as provided in the form Maryland GCL and the Financial Certificate of Merger to be agreed to by Acquiror filed with the Florida Secretary of State as provided in the Florida BCA. The Merger shall become effective at (i) such time as the Acquisition Corp1 Certificate of Merger has been duly filed with the Maryland Department of Assessments and Taxation and the Company Financial Certificate of Merger has been duly filed with the Florida Secretary of State or (ii) such other time as is agreed upon by the “Plan of Merger”) Principal Stockholders and filing such Plan APF and specified in the Acquisition Corp1 Certificate of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Financial Certificate of Merger, being . Such time is hereinafter referred to as the “Pubco Merger "Financial Effective Time”)." --------------------------- (b) On the terms and Closing Date, subject to the terms and conditions set forth hereinof this Agreement, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company Acquisition Corp2 and Corp Merger Sub CNL Services shall (i) cause the First Merger to be consummated by filing the executed (A) a certificate of merger in the form to be agreed to required by Acquiror and the Company Maryland GCL (the “First "Acquisition Corp2 Certificate of Merger”") and (B) a certificate of merger in ----------------------------------------- the form required by the Florida BCA (the "Services Certificate of Merger"), and -------------------------------- (ii) cause the Acquisition Corp2 Certificate of Merger to be filed with the Maryland Department of Assessments and Taxation as provided in the Maryland GCL and the Services Certificate of Merger to be filed with the Florida Secretary of State as provided in the Florida BCA. The Merger shall become effective at (i) such time as the Acquisition Corp2 Certificate of the State of Delaware in accordance Merger has been duly filed with the applicable provisions Maryland Department of Assessments and Taxation and the DGCL Services Certificate of Merger has been duly filed with the Florida Secretary of State or (the time of ii) such filing, or such later other time as may be is agreed in writing upon by the Company Principal Stockholders and Acquiror APF and specified in the First Acquisition Corp2 Certificate of Merger and the Services Certificate of Merger, being . Such time is hereinafter referred to as the “First "Services -------- Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”)." --------------

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, PubcoREIT II, Acquiror REIT I and LLC Merger Sub shall (i) cause articles of merger with respect to the Pubco REIT Merger to be consummated by (i) filing duly executed and filed with the certificate State Department of merger in the form to be agreed to by Acquiror Assessments and the Company Taxation of Maryland (the “Pubco Merger Certificate of MergerSDAT”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror MGCL and the Company MLLCA (the “Plan Articles of Merger”) and filing (ii) make any other filings, recordings or publications required to be made by REIT I or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such Plan time as the Articles of Merger are accepted for record by the SDAT or on such other date and other documents required under time (not to exceed 30 days after the Companies Act with Articles of Merger are accepted for record by the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time SDAT) as may be specified in the Pubco Articles of Merger Certificate of Merger(such date and time, being the “Pubco REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Revolution I Merger Sub, LLC.” (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after REIT II Operating Partnership and REIT I Operating Partnership shall (i) cause a certificate of merger with respect to the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Partnership Merger to be consummated by filing duly executed and filed with the certificate Delaware Secretary of merger in the form to be agreed to by Acquiror and the Company State (the “First DE SOS”) in accordance with the DRULPA (the “Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by REIT II Operating Partnership, REIT I Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (Partnership Merger. The Partnership Merger shall become effective at the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified set forth in the First Partnership Certificate of MergerMerger (such date and time, being the “First Partnership Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub Parties shall cause the Second Partnership Merger Effective Time to be consummated by filing occur on the certificate of merger in Closing Date after the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second REIT Merger Effective Time”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the business day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the applicable Parties shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) file with the Secretary of State of the State of Delaware a certificate of merger for the First Merger executed in accordance with the applicable relevant provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company DGCL (the “Plan First Certificate of Merger”) and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act DGCL in connection with the Registrar First Merger. The First Certificate of Companies Merger shall provide that the First Merger shall become effective as of 11:59 p.m. New York City time on the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter day of such filings, filing or at such later other date and time as may be is agreed to by the Parties and specified in the Pubco Merger First Certificate of MergerMerger (such time, being the “Pubco Merger Initial Effective Time”). (b) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the business day prior to the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub applicable Parties shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) file with the Secretary of State of the State of Delaware a certificate of conversion for the LLC Conversion, executed in accordance with the relevant provisions of the DLLCA (the “Certificate of Conversion”) and shall make all other filings or recordings required under the DGCL and the DLLCA in connection with the LLC Conversion. The Certificate of Conversion shall provide that the LLC Conversion shall become effective at 12:01 a.m., New York City time, on the Closing Date or at such other date and time as is agreed to by the Parties and specified in the Certificate of Conversion (such time, the “Conversion Effective Time”); provided that the Conversion Effective Time (as specified in the Certificate of Conversion) shall be at least two minutes after the Initial Effective Time. (c) Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date following the Conversion Effective Time, the applicable Parties shall file with the Secretary of State of the State of Delaware a certificate of merger for the Second Merger, executed in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) and shall make all other filings or recordings required under the DGCL in connection with the Second Merger. The Second Certificate of Merger shall provide that the Second Merger shall become effective at 8:30 a.m., New York City time, on the day of such filing or at such other date and time as is agreed to by the Parties and specified in the Second Certificate of Merger (such time, the “Closing Effective Time”); provided that the Closing Effective Time (as specified in the Second Certificate of Merger) shall be at least one minute after the Conversion Effective Time. (d) Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date following the filing of the Second Certificate of Merger, the applicable Parties shall file with the Secretary of State of the State of DelawareDelaware a certificate of merger for the Third Merger, executed in accordance with the applicable relevant provisions of the DGCL and the DLLCA (the “Third Certificate of Merger”) and shall make all other filings or recordings required under the DGCL and DLLCA in connection with the Third Merger. The Third Certificate of Merger will provide that the Third Merger shall become effective at the time of such filing, filing or at such later other date and time as may be is agreed in writing to by the Company and Acquiror Parties and specified in the Second Third Certificate of MergerMerger (such time, being the “Second Last Effective Time”); provided that the Last Effective Time (as specified in the Third Certificate of Merger) shall be at least one minute after the Closing Effective Time.

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, as soon as practicable on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the parties shall cause file with the Pubco Merger to be consummated by Secretary of State of the State of Delaware: (ia) filing the a certificate of merger for the Toucan Merger, executed in accordance with the form to be agreed to by Acquiror and relevant provisions of the Company DGCL (the “Pubco Merger Toucan Certificate of Merger”) and shall make all other filings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Toucan Merger. The Toucan Certificate of Merger shall provide that the Toucan Merger shall become effective at the time of filing of the Toucan Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed to by the Company and Parent and specified in the Toucan Certificate of Merger (such time, the “Toucan Effective Time”); (b) immediately following the Toucan Effective Time, a certificate of conversion and a certificate of formation for the Toucan LLC Conversion, executed in accordance with the applicable relevant provisions of the DGCL and DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan Certificate of MergerConversion”) and filing such Plan of Merger and shall make all other documents filings required under the Companies Act DGCL and the DLLCA or by the Secretary of State of the State of Delaware in connection with the Registrar Toucan LLC Conversion. The Certificate of Companies of Conversion shall provide that the Cayman Islands in accordance with the applicable provisions of the Companies Act (Toucan LLC Conversion shall become effective at the time of filing of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) Conversion with the Secretary of State of the State of Delaware or at such later date and time as is agreed to by the Company and Parent specified in the Certificate of Conversion (such time, the “Toucan Conversion Effective Time”); (c) concurrently with the filing of the Toucan Certificate of Merger, a certificate of ownership and merger for the East Merger, executed in accordance with the applicable relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second East Certificate of Merger”) ), and shall make all other filings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the East Merger. The East Certificate of Merger shall provide that the East Merger shall become effective at the time of filing of the East Certificate of Merger with the Secretary of State of the State of DelawareDelaware or at such later date and time as is agreed to by the Company and Parent and specified in the East Certificate of Merger (such time, the “East Effective Time”); and (d) immediately following the latest to occur of the Toucan Effective Time, the Toucan Conversion Effective Time and the East Effective Time, a certificate of ownership and merger for the East/Toucan Merger, executed in accordance with the applicable relevant provisions of the DGCL and the DLLCA (the “East/Toucan Certificate of Merger” and, together with the Toucan Certificate of Merger, the Certificate of Conversion and the East Certificate of Merger, the “Delaware Filings”), and shall make all other filings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the East/Toucan Merger. The East/Toucan Certificate of Merger shall provide that the East/Toucan Merger shall become effective at the time of such filing, filing of the East/Toucan Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed in writing to by the Company and Acquiror Parent and specified in the Second East/Toucan Certificate of MergerMerger (such time, being the “Second East/Toucan Effective Time”).

Effective Times. (a) On the terms Parent, Company OP and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC OP Merger Sub shall cause the Pubco OP Merger to be consummated by as soon as practicable on the Closing Date immediately after the REIT Merger Effective Time. Prior to the Closing, Parent, Company OP and OP Merger Sub shall prepare and, on the Closing Date, Parent, Company OP and OP Merger Sub shall (i) filing cause the certificate of merger in with respect to the form to be agreed to by Acquiror and the Company OP Merger (the “Pubco OP Merger Certificate of Merger”) to be duly executed and filed with the Secretary of State of SOS as provided under the State of Delaware in accordance with the applicable provisions of the DLLCA DRULPA, and (ii) executing a plan make any other filings, recordings or publications required to be made by Company OP or OP Merger Sub under the DRULPA in connection with the OP Merger. The OP Merger shall become effective upon such time as the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act has been filed with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filingsSOS, or such later time as may be specified that the Parties shall have agreed upon and designated in the Pubco OP Merger Certificate of Merger in accordance with the DRULPA as the effective time of the OP Merger (the “OP Merger Effective Time”), it being understood and agreed that the Parties shall cause the OP Merger Effective Time to occur as soon as practicable following the REIT Merger Effective Time. (b) Parent, DownREIT and DownREIT Merger Sub shall cause the DownREIT Merger to be consummated as soon as practicable on the Closing Date immediately after the OP Merger Effective Time. Prior to the Closing, Parent, DownREIT and DownREIT Merger Sub shall prepare and, on the Closing Date, Parent, DownREIT and DownREIT Merger Sub shall (i) cause the certificate of merger with respect to the DownREIT Merger (the “DownREIT Merger Certificate of Merger”) to be duly executed and filed with the SOS as provided under the DRULPA and the Act, being and (ii) make any other filings, recordings or publications required to be made by DownREIT or DownREIT Merger Sub under the DRULPA and the LLC Act in connection with the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the certificate of merger has been filed with the SOS, or such later time that the Parties shall have agreed upon and established in the DownREIT Merger Certificate of Merger in accordance with the DRULPA and the LLC Act as the effective time of the DownREIT Merger (the “Pubco DownREIT Merger Effective Time”), it being understood and agreed that the Parties shall cause the DownREIT Merger Effective Time to occur as soon as practicable following the OP Merger Effective Time. (c) Prior to the Closing, Parent, Company and REIT Merger Sub shall prepare and, on the Closing Date, Parent, Company and REIT Merger Sub shall (i) cause the articles of merger with respect to the REIT Merger (the “REIT Merger Articles of Merger”) to be duly executed and filed with the SDAT as provided under the MGCL and the MRL, and (ii) make any other filings, recordings or publications required to be made by Parent, Company or REIT Merger Sub under the MGCL and the MRL in connection with the REIT Merger. The REIT Merger shall become effective upon the later of such time as the REIT Merger Articles of Merger have been accepted for record by the SDAT or at such time which the Parties shall have agreed upon and established in such filings in accordance with the MGCL and the MRL as the effective time of the REIT Merger (the “REIT Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, As soon as practicable on the day immediately Business Day prior to the Closing DateAcquisition Merger Effective Time, Pubco, Acquiror SPAC and LLC Merger Sub 2 shall execute and cause the Pubco Merger to be consummated by (i) filing filed with the certificate Registrar of Companies of the Cayman Islands, a plan of merger (the “Plan of SPAC Merger”), in the form to be agreed to by Acquiror between SPAC and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware Company, and such other documents as may be required in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in Cayman Companies Act or by any other applicable Laws to make the form to be agreed to by Acquiror and SPAC Merger effective. The SPAC Merger shall become effective at the Company (time when the “Plan of Merger”) and filing such Plan of SPAC Merger and other documents required under the Companies Act with is registered by the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or at such later time permitted by the Cayman Companies Act as may be agreed by the Company and SPAC in writing and specified in the Pubco Plan of SPAC Merger Certificate of Merger, being (the “Pubco SPAC Merger Effective Time”). (b) On As soon as practicable after the terms determination of the date on which the Closing is to take place, and subject following the SPAC Merger Effective Time, each of the Company and Merger Sub 1 shall, in coordination with each other, deliver to the conditions set Registrar of Companies of the State of Israel (the “Companies Registrar”) a notice of the contemplated Acquisition Merger, setting forth hereinthe proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Acquisition Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”), after another notice that the Closing has occurred is served to the Companies Registrar, which the Parties shall deliver on the Closing Date, but after . (c) The Acquisition Merger will become effective upon the Corp Merger Sub Contribution, Pubco, issuance by the Company and Corp Merger Sub shall cause Companies Registrar of the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware Merger in accordance with the applicable provisions Section 323(5) of the DGCL ICL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, Acquisition Merger becomes effective being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Acquisition Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror the Partnership shall duly execute and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the file a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Partnership Merger Certificate of MergerCertificate”) with the Secretary of State of the State of Delaware (the “DSOS”) in accordance with the applicable provisions Laws of the DLLCA State of Delaware. The Partnership Merger shall become effective upon the filing of the Partnership Merger Certificate with the DSOS or on such other date and (ii) executing a plan of merger in the form to time as may be mutually agreed to by Acquiror and the Company (and Parent and specified in the “Plan of Merger”) and filing such Plan of Partnership Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands Certificate in accordance with the applicable provisions of the Companies Act DRULPA (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Partnership Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp (i) Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror I and the Company shall duly execute and file articles of merger (the “First Certificate Company Merger Articles of Merger”) with the Secretary State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the Laws of the State of Maryland, (ii) Merger Sub I shall duly execute and file a certificate of merger (the “Company Merger Certificate”) with the DSOS in accordance with the Laws of the State of Delaware and (iii) Merger Sub I and the Company shall make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MGCL and the DLLCA in connection with the Company Merger. The Company Merger shall become effective upon the later of the acceptance for record of the Company Merger Articles of Merger by the SDAT, the filing of the Company Merger Certificate with the DSOS or on such other date and time (not to exceed thirty (30) days from the date the Company Merger Articles of Merger are accepted for record by the SDAT) as may be mutually agreed to by the Company and Parent and specified in the Company Merger Articles of Merger and the Company Merger Certificate in accordance with the applicable provisions of MGCL and the DGCL DLLCA (the such date and time of such filing, or such later time being hereinafter referred to as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Company Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. (c) Unless otherwise agreed in writing, the parties shall cause the Company Merger Effective Time and in any case the Partnership Merger Effective Time to occur on the same day as Closing Date, with the First Company Merger Effective Time occurring immediately after the Partnership Merger Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Prior to the conditions set forth hereinClosing, on the day immediately prior to the Closing Date, Pubco, Acquiror Sxxxxxxxxx and LLC Merger Sub Company shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth hereinprepare and, on the Closing Date, but after the Corp Merger Sub ContributionCompany, Pubco, the Company Sxxxxxxxxx and Corp Merger Sub shall (i) cause articles of merger with respect to the First Sxxxxxxxxx Merger to be consummated by filing duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL (the “Articles of Merger”), (ii) cause a certificate of merger in with respect to the form Sxxxxxxxxx Merger to be agreed to by Acquiror duly executed and filed with the Company Delaware Secretary of State (the “First DE SOS”) in accordance with the DLLCA (the “Sxxxxxxxxx Certificate of Merger”), and (iii) make any other filings, recordings or publications required to be made by Sxxxxxxxxx, Merger Sub or the Surviving Entity under the MGCL or DLLCA in connection with the Sxxxxxxxxx Merger. The Sxxxxxxxxx Merger shall become effective at the time set forth in the Articles of Merger and the Sxxxxxxxxx Certificate of Merger (such date and time, the “Sxxxxxxxxx Merger Effective Time”), it being understood and agreed that the Parties shall cause the Sxxxxxxxxx Merger Effective Time to occur on the Closing Date and after the Partnership Merger Effective Time. The Articles of Merger and the Sxxxxxxxxx Certificate of Merger shall provide that the name of the Surviving Entity shall be “Sxxxxxxxxx Asset Management, LLC”. (b) Prior to the Closing, Sxxxxxxxxx Operating Partnership and Company Operating Partnership shall prepare and, on the Closing Date, Company Operating Partnership and Sxxxxxxxxx Operating Partnership shall (i) cause a certificate of merger with respect to the Partnership Merger to be duly executed and filed with the DE SOS in accordance with the DRULPA (the “Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by Company Operating Partnership, Sxxxxxxxxx Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Secretary Partnership Merger. The Partnership Merger shall become effective at the time set forth in the Partnership Certificate of State Merger (such date and time, the “Partnership Merger Effective Time” and together with the Sxxxxxxxxx Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the Partnership Merger Effective Time to occur on the Closing Date before the Sxxxxxxxxx Merger Effective Time. The Partnership Certificate of Merger shall provide that the name of the State Surviving Partnership shall be “Sxxxxxxxxx Partners, L.P.”. (c) On the Closing Date, immediately prior to the Merger Effective Time, Sxxxxxxxxx shall effect the redemption of Delaware the Sxxxxxxxxx Preferred Stock as provided in Section 2.1(c). (d) On the Closing Date, Company shall file an amendment to the Company Charter with the SDAT in accordance with the applicable provisions MGCL to effect the change of the DGCL (the time name of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the to “First Effective TimeSxxxxxxxxx Asset Management Corporation”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after following the Corp consummation of the Company Capital Restructuring: (i) SPAC and Merger Sub Contribution, Pubco, the Company and Corp Merger Sub I shall cause the First Merger to be consummated by filing the certificate execute a plan of merger substantially in the form to be agreed to by Acquiror and the Company attached as Exhibit C-1 hereto (the “Plan of First Certificate of Merger”) with the Secretary of State of the State of Delaware and such other documents as may be required in accordance with the applicable provisions of the DGCL Cayman Act or by any other applicable Law to make the First Merger effective (collectively, the “First Merger Filing Documents”), and shall file the Plan of First Merger and other documents as required to effect the First Merger pursuant to the Cayman Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Act. The First Merger shall become effective at the time when the Plan of such filing, First Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as may be agreed in writing (being not later than the 90th day after registration by the Company Registrar of Companies of the Cayman Islands) as Merger Sub I and Acquiror SPAC may agree and specified in specify pursuant to the First Certificate of Merger, being Cayman Act (the “First Merger Effective Time”). As soon as practicable ) but in all events the First Merger Effective Time shall precede the Second Merger Effective Time. (ii) Immediately following the First Effective Time and in any case on the same day as consummation of the First Merger at the First Merger Effective Time, Pubco, the Surviving Corporation Entity and LLC Merger Sub II shall cause the Second Merger to be consummated by filing the certificate execute a plan of merger substantially in the form of attached as Exhibit I to be agreed to by Acquiror and the Company C-2 hereto (the “Plan of Second Certificate Merger”, and together with the Plan of First Merger, the “Plans of Merger”) with the Secretary of State of the State of Delaware, and such other documents as may be required in accordance with the applicable provisions of the DGCL Cayman Act or by any other applicable Law to make the Second Merger effective (collectively, the “Second Merger Filing Documents”, and DLLCA (together with the First Merger Filing Documents, the “Merger Filing Documents”), and shall file the Plan of Second Merger and other documents as required to effect the Second Merger pursuant to the Cayman Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Act. The Second Merger shall become effective at the time when the Plan of such filing, Second Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as may be agreed in writing (being not later than the 90th day after registration by the Company Registrar of Companies of the Cayman Islands) as Merger Sub II and Acquiror the Surviving Entity may agree and specified in specify pursuant to the Second Certificate of Merger, being Cayman Act (the “Second Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubcosubject to the payment by Buyer of the consideration required to be paid by Buyer at the Closing pursuant to this Agreement, Acquiror and LLC Merger Sub shall the Parties will cause the Pubco First Merger to be consummated by (i) filing the a certificate of merger merger, in the a form mutually agreeable to be agreed to by Acquiror Buyer and the Company (the “Pubco Merger First Certificate of Merger”) ), to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions terms and conditions of the DLLCA DGCL and with the Secretary of State of the State of New Jersey in accordance with the terms and conditions of the NJBCA and will take all such other actions as may be required by Applicable Laws to make the First Merger effective as promptly as practicable. The First Merger will become effective at the time that the First Certificate of Merger is accepted for filing by both the Secretary of State of the State of Delaware and the Secretary of State of the State of New Jersey, or at such later date and time as is specified in the First Certificate of Merger (ii) executing such time and date being referred to herein as the “First Effective Time”). Immediately following the filing of the First Certificate of Merger, Merger Sub 2 shall cause a plan certificate of merger in with respect to the form to be agreed to by Acquiror and the Company Second Merger (the “Plan Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions terms and conditions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company DLLCA and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, New Jersey in accordance with the applicable provisions terms and conditions of the DGCL NJBCA and DLLCA (the time of will take all such filing, or such later time other actions as may be agreed in writing required by Applicable Laws to make the Company Second Merger effective as promptly as practicable. The Second Merger will become effective at the time that the Second Certificate of Merger is accepted for filing by both the Secretary of State of the State of Delaware and Acquiror the Secretary of State of the State of New Jersey, or at such later date and time as is specified in the Second Certificate of Merger, Merger (such time and date being referred to herein as the “Second Effective Time”). The First Effective Time shall precede in all events the Second Effective Time.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after following the Corp consummation of the Company Capital Restructuring: (i) SPAC and Merger Sub Contribution, Pubco, the Company and Corp Merger Sub I shall cause the First Merger to be consummated by filing the certificate execute a plan of merger substantially in the form to be agreed to by Acquiror and the Company attached as Exhibit E-1 hereto (the “Plan of First Certificate of Merger”) with the Secretary of State of the State of Delaware and such other documents as may be required in accordance with the applicable provisions of the DGCL Cayman Act or by any other applicable Laws to make the First Merger effective (collectively, the “First Merger Filing Documents”), and shall file the Plan of First Merger and other documents as required to effect the First Merger pursuant to the Cayman Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Act. The First Merger shall become effective at the time when the Plan of such filing, First Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as may be agreed in writing (being not later than the 90th day after registration of the Plan of First Merger by the Company Registrar of Companies of the Cayman Islands) as Merger Sub I and Acquiror SPAC may agree and specified specify in the Plan of First Certificate of Merger, being Merger pursuant to the Cayman Act (the “First Merger Effective Time”). As soon as practicable ) but in all events the First Merger Effective Time shall precede the Second Merger Effective Time. (ii) Immediately following the First Effective Time and in any case on the same day as consummation of the First Merger at the First Merger Effective Time, Pubco, the Surviving Corporation Entity and LLC Merger Sub II shall cause the Second Merger to be consummated by filing the certificate execute a plan of merger substantially in the form of attached as Exhibit I to be agreed to by Acquiror and the Company E-2 hereto (the “Plan of Second Certificate Merger”, and together with the Plan of First Merger, the “Plans of Merger”) with the Secretary of State of the State of Delaware, and such other documents as may be required in accordance with the applicable provisions of the DGCL Cayman Act or by any other applicable Laws to make the Second Merger effective (collectively, the “Second Merger Filing Documents”, and DLLCA (together with the First Merger Filing Documents, the “Merger Filing Documents”), and shall file the Plan of Second Merger and other documents as required to effect the Second Merger pursuant to the Cayman Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Act. The Second Merger shall become effective at the time when the Plan of such filing, Second Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as may be agreed in writing (being not later than the 90th day after registration of the Plan of Second Merger by the Company Registrar of Companies of the Cayman Islands) as Merger Sub II and Acquiror the Surviving Entity may agree and specified specify in the Plan of Second Certificate of Merger, being Merger pursuant to the Cayman Act (the “Second Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the First Closing Date, Pubco, Acquiror Purchaser and LLC Cayman Merger Sub shall cause the Pubco First Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such First Merger Plan of Merger and other documents required under with the relevant provisions of the Cayman Companies Act at the time when filings of the First Merger Plan of Merger with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of “Cayman Registrar”) is completed or at such filings, or such later other time as may be agreed by Purchaser and the Company in writing and specified in the Pubco Merger Certificate of Merger, being such filings (the “Pubco First Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Second Closing Date, but after the Corp Merger Sub Contribution, Pubco: (i) Holdco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Lux Merger Sub shall cause the Second Merger to be consummated by filing in accordance with the certificate Second Merger Plan of merger Merger and with the relevant provisions of the Luxembourg Companies Act subject to and on the same date as the First Merger Effective Time or as otherwise specified in the form Second Merger Plan of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of DelawareMerger it being noted that, in accordance with the applicable provisions of the DGCL Luxembourg Companies Act, the Second Merger shall be subject to: (A) the preparation by the administrative and DLLCA management bodies of Lux Merger Sub and the Company of a detailed written report explaining the Second Merger Plan and setting out the legal and economic grounds for the Second Merger (the time of such filing, or such later time as may be agreed in writing “Board Report”); (B) the issue by independent experts (Luxembourg independent statutory auditors – réviseurs d’entreprise agréés) appointed by the administrative and management bodies of each of Lux Merger Sub and the Company of written reports on the Second Merger Plan (the “Expert Reports”); and (C) the approval of the general meetings of each of Lux Merger Sub and Acquiror and specified the Company to be held before a Luxembourg notary in the Grand Duchy of Luxembourg after examination of (i) the Board Report and (ii) the Expert Reports, such decisions requiring that the conditions as to the quorum and majority as laid down for amendments of the articles are fulfilled. (ii) the subsequent Company Capital Reduction shall occur immediately thereafter(the “Second Certificate of MergerMerger Effective Time” and together with the First Merger Effective Time, being the “Second Effective Times”, and each an “Effective Time”); it being noted that, in accordance with the provisions of the Luxembourg Companies Act and the Irish Companies Act, as applicable: (A) the Company Capital Reduction shall be subject to the approval of the general meeting of the Company to be held before a Luxembourg notary in the Grand Duchy of Luxembourg, such decision requiring that the conditions as to the quorum and majority as laid down for amendments of the articles are fulfilled; and (B) further to the Company Capital Reduction, the Company Shareholders (except Holdco) shall cease to be the holder of respectively the Company Shares and Holdco shall be recorded as the registered holder of all the Company Shares and shall be the legal and beneficial owner thereof.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror the Partnership and LLC Merger Sub II shall cause the Pubco Merger to be consummated by (i) filing the duly execute and file a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Partnership Merger Certificate of MergerCertificate”) with the Secretary of State of the State of Delaware (the “DSOS”) in accordance with the applicable provisions Laws of the DLLCA State of Delaware. The Partnership Merger shall become effective upon the filing of the Partnership Merger Certificate with the DSOS or on such other date and (ii) executing a plan of merger in the form to time as may be mutually agreed to by Acquiror and the Company (and Parent and specified in the “Plan of Merger”) and filing such Plan of Partnership Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands Certificate in accordance with the applicable provisions of the Companies Act DRULPA (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Partnership Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror I and the Company shall (i) duly execute and file articles of merger (the “First Certificate Company Merger Articles of Merger”) with the Secretary State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the Laws of the State of Maryland, (ii) duly execute and file a certificate of merger (the “Company Merger Certificate”) with the DSOS in accordance with the Laws of the State of Delaware and (iii) make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MRL and the DRULPA in connection with the Company Merger. The Company Merger shall become effective upon the later of the acceptance for record of the Company Merger Articles of Merger by the SDAT, the filing of the Company Merger Certificate with the DSOS or on such other date and time as may be mutually agreed to by the Company and Parent and specified in the Company Merger Articles of Merger and the Company Merger Certificate in accordance with the applicable provisions of MRL and the DGCL DRULPA (the such date and time of such filing, or such later time being hereinafter referred to as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Company Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. (c) Unless otherwise agreed in writing, the parties shall cause the Company Merger Effective Time and in any case the Partnership Merger Effective Time to occur on the same day as Closing Date, with the First Company Merger Effective Time occurring immediately after the Partnership Merger Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Prior to the conditions set forth hereinClosing, Parent, Company LP and Partnership Merger Sub shall prepare and, on the day immediately prior to the Closing Date, PubcoCompany LP, Acquiror Parent and LLC Partnership Merger Sub shall (i) cause the articles of merger with respect to the Partnership Merger (the “Partnership Merger Articles of Merger”) to be duly executed and filed with the SCC as provided under the VRULPA, and (ii) make any other filings, recordings or publications required to be made by Company LP or Partnership Merger Sub under the VRULPA in connection with, and take all such other action to give effect to, the Partnership Merger. The Partnership Merger shall become effective upon such time as the Partnership Merger Articles of Merger has been filed with the SCC, or such later time that the Parties shall have agreed upon and designated in the Partnership Merger Articles of Merger in accordance with the VRULPA as the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), it being understood and agreed that the Partnership Merger Effective Time shall occur on the Closing Date. (b) Company, Parent and REIT Merger Sub shall cause the Pubco REIT Merger to be consummated by as soon as practicable on the Closing Date immediately after the Partnership Merger Effective Time. Prior to the Closing, Parent, REIT Merger Sub and Company shall prepare and, on the Closing Date, Parent, REIT Merger Sub and Company shall (i) filing cause articles of merger with respect to the REIT Merger (the “REIT Merger Articles of Merger”) to be duly executed and filed with the SDAT as provided under the MGCL, (ii) cause a certificate of merger in with respect to the form to be agreed to by Acquiror and the Company REIT Merger (the “Pubco REIT Merger Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with (“DE SOS”) as provided under the applicable provisions of the DLLCA DRULPA and (iiiii) executing a plan of merger in the form make any other filings, recordings or publications required to be agreed made by Company, REIT Merger Sub or Parent under the MGCL or the DRULPA in connection with, and take all such other action to by Acquiror and give effect to, the Company (REIT Merger. The REIT Merger shall become effective upon the “Plan later of Merger”) and filing such Plan time as the REIT Merger Articles of Merger and other documents required under REIT Merger Certificate of Merger have been accepted for record by the Companies Act with SDAT and the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filingsDE SOS, respectively, or such later time which the Parties shall have agreed upon and designated in such filings in accordance with the MGCL and the DRULPA as may be specified in the Pubco effective time of the REIT Merger Certificate of Merger, being (the “Pubco REIT Merger Effective Time”). (b) On , it being understood and agreed that the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub Parties shall cause the First REIT Merger Effective Time to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time occur as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Partnership Merger Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”)Closing Date.

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on as soon as practicable at the day immediately prior to Closing, the Closing Date, Pubco, Acquiror and LLC Merger Sub parties shall cause the Pubco Merger Mergers to be consummated by (i) filing the certificate of merger substantially simultaneously, but in any event in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) following order, with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (iii) executing first, a plan certificate of merger in the form with respect to be agreed to by Acquiror and the Company Merger 1 (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First 1 Certificate of Merger”) with the Secretary of State of the State of Delaware executed in accordance with the applicable relevant provisions of the DGCL and the DRULPA, (the time of such filingii) second, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the a certificate of merger in the form of Exhibit I with respect to be agreed to by Acquiror and the Company Merger 2 (the “Second Merger 2 Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and (iii) third, if there is no Threshold Cash Increase and Merger 3 is to be consummated as described in Section 2.2(c) above, a certificate of merger with respect to Merger 3 (the “Merger 3 Certificate of Merger” and together with the Merger 1 Certificate of Merger and the Merger 2 Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall make all other filings or recordings required under the DGCL and the DRULPA with respect to Merger 1, Merger 2 and, if applicable, Merger 3. Merger 1 shall become effective at such time as the Merger 1 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in accordance with the applicable provisions Merger 1 Certificate of the DGCL and DLLCA Merger (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, Merger 1 becomes effective being the “Second Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 2 Certificate of Merger (the time Merger 2 becomes effective being the “Merger 2 Effective Time”). If applicable, Merger 3 shall become effective at such time as the Merger 3 Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Partnership shall agree and shall specify in the Merger 3 Certificate of Merger (the time Merger 3 becomes effective being the “Merger 3 Effective Time”, and together with the Merger 1 Effective Time and the Merger 2 Effective Time, the “Effective Times”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by : (i) filing the applicable parties shall file a certificate of merger in relating to the form to be agreed to Holdings Reorganization Merger as contemplated by Acquiror the DLLCA and the Company DRULPA (the “Pubco Certificate of Holdings Reorganization Merger”); (ii) the applicable parties shall file a certificate of merger relating to the Corporate Merger as contemplated by the DGCL (the “Certificate of Corporate Merger”); and (iii) the applicable parties shall file a certificate of merger relating to the Holdings Merger as contemplated by the DLLCA (the “Certificate of Holdings Merger” and, together with the Certificate of Holdings Reorganization Merger and the Certificate of Corporate Merger, the “Certificates of Merger”) ); in each case with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by, and executed in accordance with, the DGCL, the DLLCA and the DRULPA, as applicable. The Corporate Merger and the Holdings Merger shall become effective at the same time, concurrently when the Certificate of Corporate Merger and the Certificate of Holdings Merger have been duly filed with the Secretary of State or at such other time(s) as the parties shall agree in writing and specify in the Certificate of Corporate Merger and Certificate of Holdings Merger in accordance with the applicable provisions of DGCL and the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan Effective Time”). The Holdings Reorganization Merger shall become effective immediately prior to the Effective Time, when the Certificate of Merger”) and filing such Plan of Holdings Reorganization Merger and other documents required under the Companies Act has been duly filed with the Registrar Secretary of Companies State or at such other time as the parties shall agree in writing and specify in the Certificate of the Cayman Islands Holdings Reorganization Merger in accordance with the applicable provisions of the Companies Act DLLCA and DRULPA (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Holdings Reorganization Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, as soon as practicable on the day immediately prior to the Closing Date, PubcoParent, Acquiror and LLC Merger Sub II and OpCo shall cause the Pubco OpCo Merger to be consummated pursuant to the DLLCA by (i) filing the a certificate of merger executed in accordance with, and in such form as is required by, the form to be agreed to by Acquiror and relevant provisions of the Company DLLCA (the “Pubco Merger OpCo Certificate of Merger”) ), and shall make all other filings, recordings or publications required under the DLLCA in connection with the OpCo Merger. The OpCo Merger shall become effective at the time that the OpCo Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan Secretary of MergerState”) and filing such Plan of Merger and other documents required under or, to the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the extent permitted by applicable provisions of the Companies Act (the time of the latter of such filingsLaw, or at such later time as may be is agreed to by the parties hereto prior to the filing of the OpCo Certificate of Merger and specified in the Pubco Merger OpCo Certificate of Merger, being Merger (the time at which the OpCo Merger becomes effective is herein referred to as the “Pubco OpCo Merger Effective Time”). (b) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, concurrently with the filing of the OpCo Certificate of Merger pursuant to Section 1.03(a) on the Closing Date, but after the Corp Parent, Merger Sub Contribution, Pubco, I and the Company and Corp Merger Sub shall cause the First Company Merger to be consummated pursuant to the DGCL by filing the a certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware executed in accordance with with, and in such form as is required by, the applicable relevant provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the “Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) ), and shall make all other filings, recordings or publications required under the DGCL in connection with the Company Merger. The Company Merger shall become effective at the time that the Company Certificate of Merger is filed with the Secretary of State of or, to the State of Delawareextent permitted by applicable Law, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or at such later time as may be is agreed in writing to by the parties hereto prior to the filing of the Company and Acquiror Certificate of Merger and specified in the Second Company Certificate of Merger, being Merger (the time at which the Company Merger becomes effective is herein referred to as the “Second Company Merger Effective Time”); provided that, the Company Merger Effective Time shall occur immediately after the OpCo Merger Effective Time.

Effective Times. (a) On the terms and subject to the conditions set forth herein, on at the day immediately prior to the Closing DateClosing, Pubco, Acquiror NewCo and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub 1 shall cause the First Merger to be consummated by filing the certificate of merger in substantially the form to be agreed to by Acquiror and the Company of Exhibit N attached hereto (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (DGCL, and the time of such filing, or such later time as may be agreed in writing by the Company NewCo and Acquiror and specified in the First Certificate of Merger, being will be the effective time of and constitute the consummation of the First Merger (the “First Effective Time”). As soon as practicable Immediately following the First Effective Time and in any case on the same day as consummation of the First Effective Time, PubcoMerger, the Surviving Corporation and LLC Merger Sub 2 shall cause the Second Merger to be consummated by filing the certificate of merger in substantially the form of Exhibit I to be agreed to by Acquiror and the Company O attached hereto (the “Second Certificate of Merger” and together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (DLLCA, and the time of such filing, or such later time as may be agreed in writing by the Company NewCo and Acquiror and specified in the Second Certificate of Merger, being will be the effective time of and constitute the consummation of the Second Merger (the “Second Effective Time”). At the Closing, substantially simultaneously with the filing of the First Certificate of Merger, Acquiror shall amend and restate the certificate of incorporation of Acquiror by filing, at such time, the Acquiror Charter with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, which Acquiror Charter shall be effective as of the Effective Time.

Effective Times. (a) On the terms and subject to the conditions set forth hereinClosing Date, on the day immediately prior to the Closing DateCompany Merger Effective Time, Pubco, Acquiror the Partnership and LLC Merger Sub II shall cause the Pubco Merger to be consummated by (i) filing the certificate duly execute and file articles of merger (the “Partnership Merger Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the form Laws of the State of Maryland and (ii) make any other filings, recordings or publications required to be made by the Partnership or Merger Sub II under the MRULPA in connection with the Partnership Merger. The Partnership Merger shall become effective upon the acceptance for record of the Partnership Merger Articles of Merger by the SDAT or on such other date and time (not to exceed five (5) Business Days from the date the Partnership Merger Articles of Merger are accepted for record by the SDAT) as shall be agreed to by Acquiror the Company and Parent and specified in the Partnership Merger Articles of Merger (such date and time being hereinafter referred to as the “Partnership Merger Effective Time”). (b) On the Closing Date, and immediately following the Partnership Merger Effective Time, Merger Sub I and the Company shall (i) duly execute and file articles of merger (the “Pubco Company Merger Articles of Merger”) with the SDAT in accordance with the Laws of the State of Maryland, (ii) duly execute and file a Certificate of MergerMerger (the “Company Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”) in accordance with the applicable provisions Laws of the DLLCA State of Delaware and (iiiii) executing a plan make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MGCL and the DRULPA in connection with the Company Merger. The Company Merger shall become effective upon the later of merger in the form acceptance for record of the Company Merger Articles of Merger by the SDAT, the filing of the Company Merger Certificate with the DSOS or on such other date and time (not to exceed five (5) Business Days from the date the Company Merger Articles of Merger are accepted for record by the SDAT) as shall be agreed to by Acquiror the Company and Parent and specified in the Company Merger Articles of Merger and the Company Merger Certificate (such date and time being hereinafter referred to as the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco 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. (bc) On Unless otherwise agreed in writing, the terms parties shall cause the Company Merger Effective Time and subject the Partnership Merger Effective Time to the conditions set forth herein, occur on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On Upon the terms and subject to the conditions set forth hereinin this Agreement, the Parties will cause the Mergers to be consummated as follows: (i) on the day immediately prior to the Closing Date, Pubco, Acquiror SPAC and LLC Merger Sub New PubCo shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing execute a plan of merger in the form to be agreed to by Acquiror and the Company (the “First Plan of Merger”) substantially in the form attached as Exhibit F hereto and filing such shall file the First Plan of Merger and other documents as required under to effect the First Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in accordance with the applicable provisions of the Companies Act Act; and (ii) on the Closing Date, SPAC Surviving Entity and Merger Sub shall execute a plan of merger (the time “Second Plan of Merger”) substantially in the form attached as Exhibit G hereto and, on such date, shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Companies Act with the Registrar of Companies of the latter Cayman Islands as provided in the applicable provisions of such filings, the Companies Act. (b) The First Merger will become effective at the time when the First Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as New PubCo and SPAC may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms agree and subject specify pursuant to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause Companies Act (such time as the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, becomes effective being the “First Effective Time”). As soon as practicable following . (c) The Second Merger will become effective at the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause time when the Second Plan of Merger to be consummated is registered by filing the certificate Registrar of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State Companies of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, Cayman Islands or such later time as Merger Sub and SPAC Surviving Entity may be agreed in writing by agree and specify pursuant to the Company and Acquiror and specified in Companies Act (such time as the Second Certificate of Merger, Merger becomes effective being the “Second Effective Time” and, together with the First Effective Time, the “Effective Times”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub Holding shall cause the Pubco Merger to be consummated by (i) filing the duly execute a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger First Certificate of Merger”) and file such First Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing DGCL. The First Merger shall become effective at such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger First Certificate of Merger, accompanied by payment of the filing fee (in accordance with applicable Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and Holding shall agree and shall specify in the First Certificate of Merger (the date and time the First Merger becomes effective being the “Pubco Merger First Effective Time”). (b) On the terms Closing Date and subject to the conditions set forth herein, on the Closing Date, but after the Corp First Effective Time, Merger Sub Contribution, Pubco, the Company and Corp Merger Sub LLC shall cause the First Merger to be consummated by filing the duly execute a certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Second Certificate of Merger”) and file such Second Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of DLLCA and DGCL. The Second Merger shall become effective at such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Second Certificate of Merger, being accompanied by payment of the “First Effective Time”filing fee (in accordance with applicable Law). As soon as practicable following , has been examined by, and received the First Effective Time and in any case on the same day as the First Effective Timeendorsed approval of, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of or at such filing, or such later subsequent time as may be agreed in writing by the Company Parent and Acquiror Holding shall agree and specified shall specify in the Second Certificate of Merger, Merger (the date and time the Second Merger becomes effective being the “Second Effective Time”). (c) On the Closing Date and after the Second Effective Time, the Company shall duly execute a certificate of merger (the “Third Certificate of Merger”) and file such Third Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Third Merger shall become effective at such time as the Third Certificate of Merger, accompanied by payment of the filing fee (in accordance with applicable Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and the Company shall agree and shall specify in the Third Certificate of Merger (the date and time the Third Merger becomes effective being the “Third Effective Time”). (d) On the Closing Date and after the Third Effective Time, Fluent shall duly execute a certificate of merger (the “Fourth Certificate of Merger”) and file such Fourth Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Fourth Merger shall become effective at such time as the Fourth Certificate of Merger, accompanied by payment of the filing fee (in accordance with applicable Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and Fluent shall agree and shall specify in the Fourth Certificate of Merger (the date and time the Fourth Merger becomes effective being the “Fourth Effective Time,” and with the First Effective Time, the Second Effective Time and the Third Effective Time, the “Effective Times”).

Effective Times. (a) On Subject to the terms of this Agreement and subject to the conditions set forth hereinCalifornia Merger Agreements, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub each of the following filings shall cause be made in the Pubco Merger to be consummated by following sequence: (i) filing a copy of the certificate of merger Singapore Court Order shall be lodged with ACRA, (ii) if the Total Unit Election Condition is not satisfied, the Cash/Stock California Merger Agreement in the form of Exhibit B attached hereto (subject to such changes as may be mutually agreed to by Acquiror Avago and Broadcom and approved by the Company board of directors of each of Cash/Stock Merger Sub and Broadcom), together with an officers’ certificate satisfying the applicable requirements of the CGCL, shall be duly executed and acknowledged by Broadcom and Cash/Stock Merger Sub and thereafter delivered to the Secretary of State of the State of California for filing pursuant to the CGCL and (iii) if the Minimum Unit Election Condition is satisfied, the Unit California Merger Agreement in the form of Exhibit C attached hereto (subject to such changes as may be mutually agreed to by Avago and Broadcom and approved by the board of directors of each of Unit Merger Sub and Broadcom), together with an officers’ certificate satisfying the applicable requirements of the CGCL, shall be duly executed and acknowledged by Broadcom and Unit Merger Sub and thereafter delivered to the Secretary of State of the State of California for filing pursuant to the CGCL. (i) The Avago Scheme shall become effective upon the lodgment of the Singapore Court Order with ACRA (such time as the Avago Scheme becomes effective, the “Pubco Avago Effective Time”), (ii) immediately following the Avago Scheme becoming effective, if the Total Unit Election Condition is not satisfied, the Cash/Stock Merger Certificate shall become effective at such time as a properly executed copy of Merger”) the Cash/Stock California Merger Agreement is duly filed with the Secretary of State of the State of Delaware California in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, CGCL or such later time as Broadcom and Cash/Stock Merger Sub may be specified agree upon (but in all events after the Avago Scheme has become effective and before the Unit Effective Time) and as set forth in the Pubco Cash/Stock California Merger Certificate of MergerAgreement (such time as the Cash/Stock Merger becomes effective, being the “Pubco Merger Cash/Stock Effective Time”). , and (biii) On if the terms and subject to Total Unit Election Condition is not satisfied, immediately following the conditions set forth hereinconsummation of the Cash/Stock Merger, on if the Closing Date, but after the Corp Merger Sub Contribution, PubcoMinimum Unit Election Condition is satisfied, the Company and Corp Unit Merger Sub shall cause become effective at such time as a properly executed copy of the First Unit California Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) Agreement is duly filed with the Secretary of State of the State of Delaware California in accordance with the applicable provisions of the DGCL CGCL (the time of such filing, or such later time as may be agreed in writing by the Company Unit Merger becomes effective, the “Unit Effective Time,” together with the Cash/Stock Effective Time, the “Broadcom Effective Times” and Acquiror and specified in such times as the First Certificate of Merger, Transactions become effective being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective TimeTimes”).

Effective Times. (a) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement and the First Merger Agreement, on the day immediately prior to Closing Date the Closing Date, Pubco, Acquiror and LLC Merger Sub parties shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) file with the Secretary of State of the State of Delaware a certificate of merger for the First Merger, executed in accordance with the applicable relevant provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company DGCL (the “Plan First Certificate of Merger”) and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act DGCL in connection with the Registrar First Merger. The First Certificate of Companies Merger will provide that the First Merger shall become effective at such time as is agreed to by Jefferies and Leucadia and specified in the First Certificate of the Cayman Islands in accordance with the applicable provisions of the Companies Act Merger (the time of at which the latter of such filings, or such later time First Merger becomes effective is herein referred to as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger First Effective Time”). (b) On the terms and subject Subject to the conditions set forth hereinprovisions of this Agreement, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause as soon as practicable following the First Merger to be consummated by filing Effective Time the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) parties shall file with the Secretary of State of the State of Delaware a certificate of conversion for the LLC Conversion, executed in accordance with the applicable relevant provisions of the DGCL DLLCA (the time “Certificate of Conversion”) and shall make all other filings or recordings required under the DGCL and DLLCA in connection with the LLC Conversion. The Certificate of Conversion will provide that the LLC Conversion shall become effective after the First Merger at such filing, or such later time as may be is agreed in writing to by the Company Jefferies and Acquiror Leucadia and specified in the First Certificate of Merger, being Conversion (the time at which the LLC Conversion becomes effective is herein referred to as the “First Conversion Effective Time”). As . (c) Subject to the provisions of this Agreement, as soon as practicable following the First Conversion Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub parties shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) file with the Secretary of State of the State of DelawareDelaware a certificate of merger for the Second Merger, executed in accordance with the applicable relevant provisions of the DGCL and DLLCA (the time “Second Certificate of Merger” and collectively with the First Certificate of Merger and the Certificate of Conversion, the “Delaware Filings”) and shall make all other filings or recordings required under the DGCL and DLLCA in connection with the Second Merger. The Second Certificate of Merger will provide that the Second Merger shall become effective at such filing, or such later time as may be is agreed in writing to by the Company and Acquiror parties to this Agreement and specified in the Second Certificate of Merger, being Merger (the time at which the Second Merger becomes effective is herein referred to as the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate Partnership and Merger Sub II shall duly execute and file articles of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Partnership Merger Certificate Articles of Merger”) with the Secretary State Department of State Assessments and Taxation of Maryland (the “SDAT”) in accordance with the Laws of the State of Delaware Maryland and (ii) the Partnership and Merger Sub II shall make any other filings, recordings or publications required to be made by the Partnership or Merger Sub II under the MRULPA and the MLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective upon the later of the acceptance for record of the Partnership Merger Articles of Merger by the SDAT or on such other date and time (not to exceed thirty (30) days from the date the Partnership Merger Articles of Merger are accepted for record by the SDAT) as may be mutually agreed to by the Company and Parent and specified in the Partnership Merger Articles of Merger in accordance with the applicable provisions of the DLLCA MRULPA and MLLCA (ii) executing a plan of merger in the form such date and time being hereinafter referred to be agreed to by Acquiror and the Company (as the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Partnership Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, (i) the Company and Corp Merger Sub I shall cause the First Merger to be consummated by filing the certificate duly execute and file articles of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate Company Merger Articles of Merger”) with the Secretary of State SDAT in accordance with the Laws of the State of Delaware Maryland and (ii) Merger Sub I and the Company shall make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MGCL and the MLLCA in connection with the Company Merger. The Company Merger shall become effective upon the later of the acceptance for record of the Company Merger Articles of Merger by the SDAT or on such other date and time (not to exceed thirty (30) days from the date the Company Merger Articles of Merger are accepted for record by the SDAT) as may be mutually agreed to by the Company and Parent and specified in the Company Merger Articles of Merger in accordance with the applicable provisions of the DGCL MGCL and MLLCA (the such date and time of such filing, or such later time being hereinafter referred to as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Company Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. (c) Unless otherwise agreed in writing, the parties shall cause the Company Merger Effective Time and in any case the Partnership Merger Effective Time to occur on the same day as the First Effective TimeClosing Date, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and with the Company (Merger Effective Time occurring immediately after the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time Partnership Merger Effective Time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”)this Section 1.4.

Effective Times. (a) On the terms Closing Date (i) XXXX III shall cause the XXXX III Charter Amendment to be duly executed and subject filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL; (ii) XXXX IV shall cause the XXXX IV Charter Amendment to be duly executed and filed with the conditions set forth hereinSDAT in accordance with the MGCL; (iii) after the filing and effectiveness of the XXXX III Charter Amendment and the XXXX IV Charter Amendment, on the day immediately prior to the Closing DateXXXX IV, Pubco, Acquiror XXXX III and LLC Merger Sub shall cause articles of merger with respect to the Pubco REIT Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror duly executed and the Company (the “Pubco Merger Certificate of Merger”) filed with the Secretary of State of the State of Delaware SDAT in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror MGCL and the Company MLLCA (the “Plan Articles of Merger”) and filing (iv) XXXX IV, XXXX III and Merger Sub shall make any other filings, recordings or publications required to be made by XXXX III or the Surviving Entity under the MGCL or MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at such Plan time as the Articles of Merger are accepted for record by the SDAT or on such other date and other documents required under time (not to exceed 30 days after the Companies Act with Articles of Merger are accepted for record by the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time SDAT) as may be specified in the Pubco Articles of Merger Certificate of Merger(such date and time, being the “Pubco REIT Merger Effective Time” and together with the Partnership Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date and before the Partnership Merger Effective Time. The Articles of Merger shall provide that the name of the Surviving Entity shall be “Continental Merger Sub, LLC.” (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after XXXX IV Operating Partnership and XXXX III Operating Partnership shall (i) cause a certificate of merger with respect to the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Partnership Merger to be consummated by filing duly executed and filed with the certificate Delaware Secretary of merger in the form to be agreed to by Acquiror and the Company State (the “First DE SOS”) in accordance with the DRULPA (the “Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by XXXX IV Operating Partnership, XXXX III Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (Partnership Merger. The Partnership Merger shall become effective at the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified set forth in the First Partnership Certificate of MergerMerger (such date and time, being the “First Partnership Merger Effective Time”). As soon as practicable following , it being understood and agreed that the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub Parties shall cause the Second Partnership Merger Effective Time to be consummated by filing occur on the certificate of merger in Closing Date after the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second REIT Merger Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub the Parties shall cause the Pubco Merger to be consummated by (ia) filing the a certificate of merger in with respect to the form to be agreed to by Acquiror and the Company First Merger (the “Pubco Merger First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of MergerDSOS”) and filing such Plan of Merger and other documents required as provided under the Companies Act DGCL and make any other filings, recordings or publications required to be made by XX Xxxxxxx or Merger Sub 1A under the DGCL in connection with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of First Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the a certificate of merger in the form with respect to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of DSOS as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by XX Xxxxxxx or Merger Sub 1 under the DGCL and the DLLCA in connection with the Second Merger, and (c) a certificate of merger with respect to the Company Merger (the time “Company Certificate of Merger”) to be duly executed and filed with the DSOS as provided under the DLLCA and make any other filings, recordings or publications required to be made by the Company or Merger Sub 2 under the DLLCA in connection with the Company Merger. The First Merger shall become effective at such filing, or such later time as may the First Certificate of Merger is duly filed with the DSOS or on such other date and time as shall be agreed in writing to by the Company and Acquiror Purchaser and specified in the First Certificate of Merger (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the DSOS or on such other date and time as shall be agreed to by the Company and Purchaser and specified in the Second Certificate of Merger, and in all events, following the First Effective Time (such date and time being hereinafter referred to as the “Second Effective Time”). The Company Merger shall become effective at such time as the Company Certificate of Merger is duly filed with the DSOS or on such other date and time as shall be agreed to by the Company and Purchaser and specified in the Company Certificate of Merger, and in all events, following the Second Effective Time (such date and time being hereinafter referred to as the “Company Merger Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time and the Second Effective Time shall, in all events, precede the Company Merger Effective Time.

Effective Times. (a) On the terms and subject Subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth hereinthis Agreement, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the a certificate of merger satisfying the applicable requirements of the DGCL, in the form and substance reasonably satisfactory to be agreed to by Acquiror Parent and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing), or such later time as may shall be agreed in writing duly executed by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) filed with the Secretary of State of the State of Delaware, and the Parties shall make any other filings, recordings or publications required to be made under the DGCL in accordance connection with the applicable provisions First Merger. The First Merger shall become effective upon the filing of the DGCL First Certificate of Merger with the Secretary of State of the State of Delaware or, if otherwise agreed to by the Company and DLLCA (the time of such filingParent, or at such later time as may be specified in the First Certificate of Merger (the effective time of the First Merger being referred to as the “First Effective Time”). Immediately following the First Effective Time, (a) if the Revised Structure Notice shall not have been delivered by Parent in accordance with Section 2.7, a certificate of merger satisfying the applicable requirements of the DLLCA, in form and substance reasonably satisfactory to Parent and the Company shall be duly executed by Merger Sub II and filed with the Secretary of State of the State of Delaware, and the Parties shall make any other filings, recordings or publications required to be made under the DLLCA in connection with the Second Merger or (b) if the Revised Structure Notice shall have been delivered by Parent in accordance with Section 2.7, a certificate of merger satisfying the applicable requirements of the DGCL, in form and substance reasonably satisfactory to Parent and the Company (a certificate of merger pursuant to clause (a) or (b), the “Second Certificate of Merger” and each of which, including the First Certificate of Merger, may be referred to as a “Certificate of Merger”) shall be duly executed by Parent and filed with the Secretary of State of the State of Delaware, and the Parties shall make any other filings, recordings or publications required to be made under the DGCL in connection with the Second Merger. The Second Merger shall become effective upon the filing of the Second Certificate of Merger with the Secretary of State of the State of Delaware or, if otherwise agreed in writing to by the Company and Acquiror and Parent, at such later time as may be specified in the Second Certificate of Merger, Merger (the effective time of the Second Merger being referred to as the “Second Effective Time”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after following the Corp Merger Sub Contributionconsummation of the Recapitalization: (a) The Company, Pubco, the Company SPAC and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate execute a plan of merger substantially in the form to be agreed to by Acquiror and the Company attached hereto as Exhibit F (the “First Certificate Plan of Merger”) and shall file the First Plan of Merger and other documents as required to effect the First Merger pursuant to the Cayman Companies Law with the Secretary Registrar of State Companies of the State Cayman Islands as provided in Part XVI of Delaware the Cayman Companies Law. The First Merger shall become effective at the time when the First Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or at such later time or on such later date as may be agreed by SPAC and the Company in writing and specified in or pursuant to the First Plan of Merger in accordance with the applicable provisions of the DGCL Cayman Companies Law (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable . (b) Immediately following the consummation of the First Effective Time and in any case on the same day as Merger at the First Effective Time, Pubco(i) the Company, in its capacity as the sole shareholder of the Surviving Corporation and LLC Merger Sub shall cause Entity following the First Merger, will approve the Second Merger to be consummated by filing and the certificate Second Plan of Merger, in accordance with applicable Law and the Organizational Documents of the Surviving Entity and (ii) the Surviving Entity and the Company shall execute a plan of merger substantially in the form of attached hereto as Exhibit I to be agreed to by Acquiror and the Company G (the “Second Certificate Plan of Merger”) and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Cayman Companies Law with the Secretary Registrar of State Companies of the State Cayman Islands as provided in Part XVI of Delaware, the Cayman Companies Law. The Second Merger shall become effective at the time when the Second Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or at such later time or on such later date as may be agreed by SPAC and the Company in writing and specified in or pursuant to the Second Plan of Merger in accordance with the applicable provisions of the DGCL and DLLCA Cayman Companies Law (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

Effective Times. (a) On the terms and subject Prior to the conditions set forth hereinREIT Closing, Parent, Merger Sub and the Company shall prepare, and, on the day immediately prior to the Closing Date, Pubcothe Company shall file with the State Department of Assessments and Taxation of Maryland, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate articles of merger in the form to be agreed to by Acquiror and the Company and/or such other appropriate documents (the “Pubco Merger Certificate of Merger”"ARTICLES OF MERGER") with the Secretary of State of the State of Delaware executed in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror MGCL and the Company (the “Plan of Merger”) MLLCA and filing such Plan of Merger and shall make all other documents filings or recordings required under the Companies Act with MGCL and the Registrar MLLCA to effect the REIT Merger. The REIT Merger shall become effective at such time as the Articles of Companies Merger are accepted for record by the State Department of the Cayman Islands in accordance with the applicable provisions Assessments and Taxation of the Companies Act (the time of the latter of such filingsMaryland, or at such later time as may be specified Parent and the Company shall agree and specify in the Pubco Articles of Merger Certificate of Merger, (the time at which the REIT Merger becomes effective being the “Pubco Merger Effective Time”"REIT EFFECTIVE TIME"). (b) On the terms and subject Prior to the conditions set forth hereinOP Closing, on the Closing DateParent L.P., but L.P. Merger Sub and Company L.P. shall prepare, and, immediately after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First REIT Effective Time and in any case on the same day or as the First Effective Timesoon thereafter as reasonably practicable, Pubco, the Surviving Corporation and LLC Merger Sub Company L.P. shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) file with the Secretary of State of the State of Delaware, a certificate of merger and/or such other appropriate documents (the "OP MERGER CERTIFICATE") executed in accordance with the applicable provisions of the DGCL DRULPA and the DLLCA (and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the OP Merger. The OP Merger shall become effective at such time as the OP Merger Certificate is duly filed with the office of such filingthe Secretary of State of the State of Delaware, or at such later time as may be agreed in writing by the Parent L.P. and Company L.P. shall agree and Acquiror and specified specify in the Second OP Merger Certificate of Merger, (the time at which the OP Merger becomes effective being the “Second "OP EFFECTIVE TIME" and, together with the REIT Effective Time”, the "EFFECTIVE TIME").

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub Holding shall cause the Pubco Merger to be consummated by (i) filing the duly execute a certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger "First Certificate of Merger”") and file such First Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing DGCL. The First Merger shall become effective at such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger First Certificate of Merger, accompanied by payment of the filing fee (in accordance with applicable Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and Holding shall agree and shall specify in the First Certificate of Merger (the date and time the First Merger becomes effective being the “Pubco Merger "First Effective Time”"). (b) On the terms Closing Date and subject to the conditions set forth herein, on the Closing Date, but after the Corp First Effective Time, Merger Sub Contribution, Pubco, the Company and Corp Merger Sub LLC shall cause the First Merger to be consummated by filing the duly execute a certificate of merger in the form to be agreed to by Acquiror and the Company (the “First "Second Certificate of Merger”") and file such Second Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of DLLCA and DGCL. The Second Merger shall become effective at such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Second Certificate of Merger, being accompanied by payment of the “First Effective Time”filing fee (in accordance with applicable Law). As soon as practicable following , has been examined by, and received the First Effective Time and in any case on the same day as the First Effective Timeendorsed approval of, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of or at such filing, or such later subsequent time as may be agreed in writing by the Company Parent and Acquiror Holding shall agree and specified shall specify in the Second Certificate of Merger, Merger (the date and time the Second Merger becomes effective being the “"Second Effective Time”"). (c) On the Closing Date and after the Second Effective Time, the Company shall duly execute a certificate of merger (the "Third Certificate of Merger") and file such Third Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Third Merger shall become effective at such time as the Third Certificate of Merger, accompanied by payment of the filing fee (in accordance with applicable Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and the Company shall agree and shall specify in the Third Certificate of Merger (the date and time the Third Merger becomes effective being the "Third Effective Time"). (d) On the Closing Date and after the Third Effective Time, Fluent shall duly execute a certificate of merger (the "Fourth Certificate of Merger") and file such Fourth Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Fourth Merger shall become effective at such time as the Fourth Certificate of Merger, accompanied by payment of the filing fee (in accordance with applicable Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and Fluent shall agree and shall specify in the Fourth Certificate of Merger (the date and time the Fourth Merger becomes effective being the "Fourth Effective Time," and with the First Effective Time, the Second Effective Time and the Third Effective Time, the "Effective Times").

Effective Times. (a) On the terms and subject to the conditions set forth hereinherein and in the Plan of Domestication, on at the day immediately prior to the Closing Date, PubcoClosing, Acquiror and LLC Merger Sub shall cause engage in the Pubco Merger to be consummated Delaware Domestication by (i) simultaneously filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”Domestication and Acquiror Certificate of Incorporation pursuant to Section II.1(a) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror DGCL, and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Pubco Merger Certificate of MergerDomestication, being will be the effective time of and constitute the consummation of the Delaware Domestication (the “Pubco Merger Domestication Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after immediately following the Corp Merger Sub Contributioncompletion of the Delaware Domestication, Pubco, the Company and Corp Merger Sub Acquiror shall cause the First Combined Company Certificate of Incorporation to be filed and Company and Merger Sub 1 shall cause the Acquisition Merger to be consummated by filing the a certificate of merger in the form to be agreed to by Acquiror and the Company Parties (the “First Acquisition Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, and the time of such filings, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Acquisition Certificate of Merger, will be the effective time of and constitute the consummation of the Acquisition Merger (the “Acquisition Effective Time”). (c) On the terms and subject to the conditions set forth herein, on the Closing Date, immediately following the consummation of the Acquisition Merger, the Surviving Acquisition Corporation and Merger Sub 2 shall cause the Reorganization Merger to be consummated by filing a certificate of merger in the form to be agreed by the Parties (the “Reorganization Certificate of Merger” and, together with the Acquisition Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (and DLLCA, and the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Reorganization Certificate of Merger, being will be the “First Effective Time”). As soon as practicable following effective time of and constitute the First Effective Time and in any case on consummation of the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Reorganization Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Reorganization Effective Time”).

Effective Times. (a) On At the terms and subject to the conditions set forth hereinClosing, on the day immediately prior to the Closing DateCompany Merger Effective Time (as defined below), Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror Partnership MergerSub and the Company (the “Pubco Merger Certificate of Merger”) Partnership shall duly execute and file with the Secretary Department of State of the State of Delaware New York (the “DSSNY”) certificate of merger with respect to the Partnership Merger substantially in the form attached hereto as Exhibit D (the “Partnership Certificate of Merger”) in accordance with the applicable provisions NYRLPA and the NYLLCL. The Partnership Merger shall become effective upon such time as the Partnership Certificate of Merger have been accepted for record by the DSSNY, or such later time that the Company Parties and the Buyer Parties shall have agreed upon and designated in such filing in accordance with the NYRLPA and the NYLLCL as the effective time of the DLLCA Partnership Merger (the “Partnership Merger Effective Time”), it being understood and agreed that the Company Parties and the Buyer Parties shall cause the Partnership Merger Effective Time, to occur on the Closing Date but not sooner than one Business Day following completion of the Portfolio Contribution and the Redemption. (iib) executing a plan At the Closing, following the Partnership Merger Effective Time, MergerSub and the Company shall execute the articles of merger with respect to the Company Merger substantially in the form to be agreed to by Acquiror and the Company attached hereto as Exhibit E (the “Plan Company Articles of Merger”) and filing such Plan cause the Company Articles of Merger to be filed with and other documents required under accepted for record by the Companies Act with the Registrar State Department of Companies Assessments and Taxation of the Cayman Islands State of Maryland (the “SDAT”) in accordance with the applicable relevant provisions of the Companies Act (MGCL and the MLLCA. The Company Merger shall become effective upon such time as the Company Articles of Merger have been accepted for record by the latter of such filingsSDAT, or such later time (not to exceed 30 days from the date of filing) that the Company Parties and the Buyer Parties shall have agreed upon and designated in such filing in accordance with the MGCL and the MLLCA as may be specified in the Pubco effective time of the Company Merger Certificate of Merger, being (the “Pubco Company Merger Effective Time”). (b) On , it being understood and agreed that the terms Company Parties and subject the Buyer Parties shall cause the Company Merger Effective Time to the conditions set forth herein, occur on the Closing Date, Date but after not sooner than one Business Day following completion of the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror Portfolio Contribution and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”)Redemption.