Common use of The Mergers Clause in Contracts

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

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

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

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

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

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the MGCL DGCL and the DLLCA, (a) at the Effective Time, the Company Merger Sub shall be merged with and into Merger Subthe Company, whereupon pursuant to which (i) the separate corporate existence of Merger Sub shall cease, (ii) the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity corporation in the Merger (the “Surviving EntityCorporation”) and shall be governed by the laws as a direct wholly-owned Subsidiary of Parent and (iii) all of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to will vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Surviving Corporation, and all of the claims, obligationsdebts, liabilities, debts obligations and duties of the Company and Merger Sub shall will become the claims, obligationsdebts, liabilities, debts obligations and duties of the Surviving Entity. Corporation and (b) Upon at the terms Second Effective Time and subject to the conditions as part of this Agreement, and in accordance a single integrated transaction with the DRULPA, at the Partnership Merger Effective TimeMerger, the Company Operating Partnership Surviving Corporation shall be merged with and into the Parent Operating Partnership, whereupon Merger Sub I pursuant to which (i) the separate corporate existence of the Company Operating Partnership Surviving Corporation shall cease, and the Parent Operating Partnership (ii) Merger Sub I shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity company in the Partnership Second Merger (the “Ultimate Surviving PartnershipEntity”) and shall be governed by the laws as a direct wholly-owned Subsidiary of Parent and (iii) all of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating PartnershipSurviving Corporation will vest in the Ultimate Surviving Entity, and all of the claims, obligationsdebts, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts obligations and duties of the Surviving PartnershipCorporation will become the debts, liabilities, obligations and duties of the Ultimate Surviving Entity. There shall be no conditions to the Second Merger, other than the consummation of the Merger. Parent, Merger Sub and Merger Sub I agree that Merger Sub and Merger Sub I shall each be treated as an entity disregarded from Parent for federal and applicable state and income tax purposes.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement: (i) at the First Effective Time, and in accordance with the MGCL Delaware General Corporation Law (the “DGCL”), Merger Sub I shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease, and the DLLCA, Company shall continue as the surviving corporation (the “Initial Surviving Corporation”) in the First Merger and a wholly owned Subsidiary of Parent; and (ii) at the Second Effective Time, in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation shall be merged with and into Merger SubSub II, whereupon the separate corporate existence of the Company Initial Surviving Corporation shall cease, and Merger Sub II shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger company (the “Surviving EntityCompany”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from Second Merger. (b) From and after the Second Effective Time, all the Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of the Company and the Merger Sub, including, to Subs shall be vested in the fullest extent permitted by Law, all rights in and to the Surviving Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claimsdebts, obligations, liabilities, debts restrictions and duties of the Company and the Merger Sub Subs shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this AgreementCompany, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue all as provided under the name “ARC Properties Operating Partnership, L.P.” DGCL and DLLCA and except as set forth in this Article II. After the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective TimeMergers, the Surviving Partnership Company shall possess all properties, rights, privileges, powers and franchises be a wholly owned Subsidiary of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipParent.

The Mergers. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and Delaware General Corporation Law (the DLLCA“DGCL”), at the Effective Time, (a) Merger Sub will merge with and into Company, and (b) the separate corporate existence of Merger Sub will cease and Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Initial Surviving Corporation”). As a result of the Merger, the Initial Surviving Corporation shall become a wholly-owned Subsidiary of Parent. (b) Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation will be merged with and into Second Merger SubSub pursuant to the Second Certificate of Merger (as defined in Section 1.2). Upon consummation of the Second Merger, whereupon the separate corporate existence of the Company shall cease, Initial Surviving Corporation will cease and Second Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger company (the “Surviving EntityCompany”). (c) At the Effective Time (as defined below), the effect of the Mergers shall be as provided in this Agreement and the Certificates of Merger (as defined below) and shall be governed as provided by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA DGCL and this AgreementDLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after upon the Effective Timeconsummation of the Merger, all the Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for Merger Sub shall vest in the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Initial Surviving Corporation, and all of the claimsdebts, liabilities, obligations, restrictions, disabilities and duties of each of those corporations shall become the debts, liabilities, debts obligations, restrictions, disabilities and duties of the Company Initial Surviving Corporation, all as provided under the DGCL, and Merger Sub then upon the consummation of the Second Merger, all the property, rights, privileges and powers of the Initial Surviving Corporation shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of those corporations shall become the claimsdebts, liabilities, obligations, liabilitiesrestrictions, debts disabilities and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this AgreementCompany, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue all as provided under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipDLLCA.

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

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

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the MGCL and General Corporation Law of the DLLCAState of Delaware (the “DGCL)”, at the First Merger Effective Time, the Company Merger Sub Inc. shall be merged with and into Merger SubOmega. Following the First Merger, whereupon the separate corporate existence of the Company Merger Sub Inc. shall cease, and Merger Sub Omega shall continue under the name “Safari Acquisition, LLC” as the surviving entity Surviving Corporation in the First Merger (the “Surviving Entity”) and shall be governed by the laws a wholly-owned Subsidiary of the State of DelawareBeta. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from From and after the First Merger Effective Time, all the Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of the Company Omega and Merger Sub, including, to Sub Inc. shall be vested in the fullest extent permitted by Law, all rights in and to the Company Office Lease Surviving Corporation and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claimsdebts, obligations, liabilities, debts restrictions and duties of the Company Omega and Merger Sub Inc. shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving EntityCorporation, all as provided under the DGCL. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA, at the Partnership Second Merger Effective Time, the Company Operating Partnership Surviving Corporation shall be merged with and into Merger Sub LLC in accordance with the Parent Operating PartnershipDGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”) and upon the terms and subject to the conditions set forth in this Agreement, whereupon the separate existence of the Company Operating Partnership Surviving Corporation shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and Sub LLC shall be governed by the laws of the State of DelawareSurviving Company. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from From and after the Partnership Second Merger Effective Time, all the Surviving Partnership shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of Omega, Merger Sub LLC and the Surviving Corporation shall be vested in the Surviving Company Operating Partnership, and all of the claimsdebts, obligations, liabilities, debts restrictions and duties of Omega, Merger Sub Inc. and the Company Operating Partnership Surviving Corporation shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCompany, all as provided under the DGCL and the DLLCA.

The Mergers. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and Delaware General Corporation Law (the DLLCA“DGCL”), at the Effective Time, (a) Merger Sub will merge with and into Company, and (b) the separate corporate existence of Merger Sub will cease and Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Initial Surviving Corporation”). As a result of the Merger, the Initial Surviving Corporation shall become a wholly-owned Subsidiary of Parent. (b) Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation will be merged with and into Second Merger SubSub pursuant to the Second Merger Agreement. Upon consummation of the Second Merger, whereupon the separate corporate existence of the Company shall cease, Initial Surviving Corporation will cease and Second Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger company (the “Surviving EntityCompany”). (c) and At the Effective Time, the effect of the Merger shall be governed as provided in this Agreement and the Certificate of Merger and as provided by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this AgreementDGCL. Without limiting the generality of the foregoing, and subject thereto, from and after upon the Effective Timeconsummation of the Merger, all the Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for Merger Sub shall vest in the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Initial Surviving Corporation, and all of the claimsdebts, liabilities, obligations, restrictions, disabilities and duties of each of those corporations shall become the debts, liabilities, debts obligations, restrictions, disabilities and duties of the Company and Merger Sub shall become the claimsInitial Surviving Corporation, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue all as provided under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving PartnershipDGCL.

The Mergers. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL General Corporation Law of the State of Delaware, as amended (the “DGCL”) and the Delaware Limited Liability Company Act, as amended (the “DLLCA”), (i) at the First Effective Time, the Company Sub shall be merged with and into the Company and, as a result of the First Merger, the separate corporate existence of Sub shall cease, and the Company shall continue as the surviving corporation of the First Merger Suband as a wholly-owned subsidiary of Parent (the “First Surviving Corporation”) and (ii) immediately thereafter, whereupon and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Purchaser and, as a result of Second Merger, the separate existence of the Company First Surviving Corporation shall cease, cease and Merger Sub Purchaser shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger company and as a wholly-owned subsidiary of Parent (the “Surviving EntityCompany”) and continue to be disregarded as an entity separate from Parent for U.S. federal income tax purposes. The First Merger shall be governed by the laws effected pursuant to Section 251 of the State of Delaware. The Merger DGCL and shall have the effects set forth in the applicable provisions of the MGCLDGCL, and the DLLCA Second Merger shall be effected pursuant to Section 264 of the DGCL and this AgreementSection 18-209 of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after (x) at the First Effective Time, all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of the Company and Merger Sub, including, to Sub shall vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)First Surviving Corporation, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company and Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the First Surviving Entity. (b) Upon Corporation, all as provided under the terms and subject to the conditions of this AgreementDGCL, and in accordance with the DRULPA, (y) at the Partnership Merger Second Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence all of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of the Company Operating PartnershipFirst Surviving Corporation and Purchaser shall vest in the Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Company Operating Partnership First Surviving Corporation and Purchaser shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Surviving PartnershipCompany, all as provided under the DGCL and the DLLCA. (b) At the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company, Sub or any other person, the certificate of incorporation of the First Surviving Corporation shall be amended and restated in the form of the certificate of incorporation of Sub, as in effect immediately prior to the First Effective Time, and as so amended, shall be the certificate of incorporation of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the First Surviving Corporation shall take all necessary action such that, at the First Effective Time, the bylaws of the First Surviving Corporation shall be amended so as to read in their entirety as the bylaws of Sub as in effect immediately prior to the First Effective Time and, as amended, such bylaws shall be the bylaws of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) Subject to Section 6.07, (i) the certificate of formation of the Surviving Company, as in effect immediately prior to the Second Effective Time, shall be the certificate of formation of the Surviving Company at the Second Effective Time, until thereafter amended in accordance with the DLLC and as provided in such certificate of formation and (ii) the limited liability company agreement of the Surviving Company, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the Surviving Company at the Second Effective Time, until thereafter amended in accordance with the DLLC and as provided in such limited liability company agreement.

The Mergers. (a) Upon Pursuant to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCADGCL, at the First Effective Time, Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the First Merger (the “First Surviving Company”). Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger SubSub II. As a result of the Second Merger, whereupon the separate corporate existence of the First Surviving Company shall cease, and Merger Sub II shall continue under the name “Safari Acquisition, LLC” as the surviving entity in corporation of the Second Merger (the “Second Surviving EntityCompany”) and ). The Mergers shall be governed by effected pursuant to the laws of the State of Delaware. The Merger DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the MGCL, the DLLCA and this AgreementDGCL. Without limiting the generality of the foregoing, and subject thereto, from and after : (i) at the First Effective Time, all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of Merger Sub and the Company shall vest in the First Surviving Company, and all of the debts, liabilities and duties of Merger Sub and the Company shall become the debts, liabilities and duties of the First Surviving Company; and (ii) at the Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the First Surviving Company and Merger Sub, including, to Sub II shall vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Second Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the First Surviving Company and Merger Sub II shall become the debts, liabilities and duties of the Second Surviving Company. (b) At the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person but subject to Section ‎6.3, (i) the certificate of incorporation of the First Surviving Company shall be amended so as to be in customary form as reasonably agreed by the Parties, and as so amended shall be the certificate of incorporation of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement and (ii) the bylaws of the First Surviving Company shall be amended so as to be in customary form as reasonably agreed by the Parties, and as so amended shall be the bylaws of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by the First Surviving Company or any other Person but subject to Section ‎6.3, (i) the certificate of incorporation of Merger Sub II as of immediately prior to the Second Effective Time shall be the certificate of incorporation of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement and (ii) the bylaws of Merger Sub II as of immediately prior to the Second Effective Time shall be the bylaws of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement. (c) The Company shall take all appropriate action such that, at the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, the officers and directors of Merger Sub immediately prior to the First Effective Time shall become the officers of the First Surviving Company. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by Merger Sub II or any other Person, the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Second Surviving Company, each to hold office, from and after the Second Effective Time, in accordance with the certificate of incorporation and bylaws of the Second Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Second Surviving Company. (d) At the Closing, the Company and Merger Sub shall become cause a certificate of merger in customary form as reasonably agreed by the claimsParties (the “First Certificate of Merger”), obligations, liabilities, debts and duties to be filed with the Secretary of State of the Surviving Entity. (b) Upon the terms and subject to the conditions State of this Agreement, and Delaware in accordance with the DRULPA, DGCL and shall make all other filings required under the DGCL. The First Merger shall become effective at the Partnership time the First Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such later time as may be specified in the First Certificate of Merger as mutually agreed by Parent and the Stockholder Representative (such date and time hereinafter referred to as the “First Effective Time”). Immediately following the First Effective Time, the First Surviving Company Operating Partnership and Merger Sub II shall be merged with and into cause a certificate of merger in customary form as reasonably agreed by the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger Parties (the “Surviving PartnershipSecond Certificate of Merger”) and shall ), to be governed by filed with the laws Secretary of State of the State of DelawareDelaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Partnership Second Merger shall become effective at the time the Second Certificate of Merger shall have been duly filed with the effects Secretary of State of the State of Delaware or such later time as may be specified in the DRULPA Second Certificate of Merger as mutually agreed by Parent and this Agreement. Without limiting the generality of Stockholder Representative (such date and time hereinafter referred to as the foregoing, and subject thereto, from and after the Partnership Merger “Second Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership”).

The Mergers. (a) Upon At the Redomestication Effective Time and subject to and upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the MGCL and the DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCLCorporate Law, Noble will merge with and into the Company, the DLLCA separate existence of Noble will cease, and the Company will continue as the surviving entity of the Redomestication Merger. At the Redomestication Effective Time, the effect of the Redomestication Merger shall be as provided in this Agreement, the Plan of Merger between the Company and Noble, the Redomestication Merger Certificate, and the applicable provisions of the Corporate Law. Without limiting the generality of the foregoing, and subject thereto, from and after at the Redomestication Effective Time, all the Surviving Entity shall possess all propertiesproperty, rights, privileges, powers powers, and franchises of Noble shall vest in the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Company, and all of the claims, obligationsdebts, liabilities, debts and duties of Noble shall become the debts, liabilities, and duties of the Company Company, and Merger Sub each Noble Ordinary Share shall become the claims, obligations, liabilities, debts and duties of the Surviving Entitybe cancelled. (b) Upon At the Transaction Effective Time (which shall occur immediately after the Redomestication Effective Time) and subject to and upon the terms and subject to the conditions of this AgreementAgreement and the applicable provisions of the Corporate Law, Merger Sub will merge with and in accordance with into the DRULPACompany, at the Partnership separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Company after the Transaction Merger and as a wholly owned subsidiary of Parent. At the Transaction Effective Time, the Company Operating Partnership effect of the Transaction Merger shall be merged with and into as provided in this Agreement, the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall ceaseTransaction Merger Certificate, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws applicable provisions of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this AgreementCorporate Law. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Transaction Effective Time, Time all the Surviving Partnership shall possess all propertiesproperty, rights, privileges, powers and franchises of each of the Company Operating Partnershipand Merger Sub shall vest in Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of each of the Company Operating Partnership and Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of Surviving Company, and each share of capital stock of the Surviving PartnershipCompany shall be converted as described in Section 1.5 hereof.

The Mergers. (a) Upon Pursuant to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCADelaware Law, at the First Effective Time, Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate limited liability company existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the First Merger (the “First Surviving Company”). Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger SubSub II. As a result of the Second Merger, whereupon the separate corporate existence of the First Surviving Company shall cease, and Merger Sub II shall continue under the name “Safari Acquisition, LLC” as the surviving entity in company of the Second Merger (the “Second Surviving EntityCompany”) and ). The Mergers shall be governed by the laws of the State of Delaware. The Merger effected pursuant to Delaware Law and shall have the effects set forth in this Agreement and the applicable provisions of the MGCL, the DLLCA and this AgreementDelaware Law. Without limiting the generality of the foregoing, and subject thereto, from and after : (i) at the First Effective Time, all of the Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of Merger Sub and the Company shall vest in the First Surviving Company, and all of the debts, liabilities and duties of Merger Sub and the Company shall become the debts, liabilities and duties of the First Surviving Company; and (ii) at the Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the First Surviving Company and Merger Sub, including, to Sub II shall vest in the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE)Second Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the First Surviving Company and Merger Sub II shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Second Surviving EntityCompany. (b) Upon At the terms First Effective Time, by virtue of the First Merger and subject without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the First Surviving Company shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the certificate of incorporation of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Law and (ii) the bylaws of the First Surviving Company shall be amended so as to read in their entirety in the form set forth as Exhibit C hereto, and as so amended shall be the bylaws of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Law. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by the First Surviving Company or any other Person, (i) the certificate of formation of Merger Sub II as of immediately prior to the conditions Second Effective Time shall be the certificate of this Agreement, formation of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Law and in accordance with (ii) the DRULPAlimited liability company agreement of Merger Sub II as of immediately prior to the Second Effective Time shall be the limited liability company agreement of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Law. (c) The Company shall take all appropriate action such that, at the Partnership Merger First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company Operating Partnership or any other Person, the officers of Merger Sub immediately prior to the First Effective Time shall become the officers of the First Surviving Company. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by Merger Sub II or any other Person, the officers of Merger Sub II immediately prior to the Second Effective Time shall be merged with and into the Parent Operating Partnership, whereupon the separate existence officers of the Company Operating Partnership shall ceaseSecond Surviving Company, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject theretoeach to hold office, from and after the Partnership Merger Second Effective Time, in accordance with the Surviving Partnership shall possess all properties, rights, privileges, powers certificate of formation and franchises limited liability company agreement of the Second Surviving Company Operating Partnershipuntil their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of formation and all limited liability company agreement of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Second Surviving PartnershipCompany.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at At the Effective Time, the Company (a) Merger Sub A shall be merged with and into Merger SubIsland (the “Island Merger”) in accordance with the DGCL, and upon the terms and conditions set forth in this Agreement, whereupon the separate existence of the Company shall cease, and Merger Sub A shall cease and Island shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger corporation (the “Island Surviving EntityCorporation”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership Sub B shall be merged with and into Boat (the Parent Operating Partnership“Boat Merger”, and, together with the Island Merger, the “Mergers”) in accordance with the DGCL, and upon the terms and conditions set forth in this Agreement, whereupon the separate existence of the Company Operating Partnership Merger Sub B shall cease, cease and the Parent Operating Partnership Boat shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger corporation (the “Boat Surviving PartnershipCorporation”) ). As a result of the Mergers, the Island Surviving Corporation and the Boat Surviving Corporation shall become wholly owned subsidiaries of Holdco. The Mergers and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. References herein to “Island” and “Boat” with respect to the period from and after the Effective Time shall be governed by deemed to be references to the laws of Island Surviving Corporation and the State of Delaware. Boat Surviving Corporation, respectively. (b) The Partnership Merger Mergers shall have the effects specified in the DRULPA and this AgreementDGCL. Without limiting the generality of the foregoing, and subject thereto, from From and after the Partnership Merger Effective Time, (a) the Island Surviving Partnership Corporation shall possess all properties, the rights, privilegespowers, powers privileges and franchises of the Company Operating Partnership, and be subject to all of the claims, obligations, liabilities, debts liabilities and duties of Island and Merger Sub A, and (b) the Company Operating Partnership Boat Surviving Corporation shall become possess all the claimsrights, powers, privileges and franchises and be subject to all of the obligations, liabilities, debts liabilities and duties of Boat and Merger Sub B, all as provided under the Surviving PartnershipDGCL.