Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub shall be merged with and into Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as the surviving company of the LLC Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with English Law and French Law, as applicable, at the DLLCATechnip Effective Time, following the Technip Merger shall occur, upon the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub which Technip shall be merged with and into Company LLC Topco, and without any additional action on the part of Technip, the separate limited liability company corporate existence of LLC Merger Sub Technip shall thereupon cease. Company LLC cease and Topco shall continue as the surviving company of in the LLC Technip Merger. The Technip Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will shall have the effects as set forth in this Agreement, the LLC Certificate of Cross-Border Merger Terms and the applicable provisions of the DLLCAUK Merger Regulations and the French Merger Regulations. Without limiting the generality of the foregoing, foregoing and subject theretoto applicable Law, at from and after the LLC Merger Technip Effective Time all (i) of the property, rights, privileges, immunities, powers and franchises of Company LLC Technip and LLC Merger Sub will Topco shall vest in Topco and all of the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC Technip and LLC Merger Sub will Topco shall become the debts, liabilities and duties of the Surviving LLCTopco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and DLLCA, immediately following at the LLC MergerFMCTI Effective Time, Company the FMCTI Merger shall occur, upon the consummation of which U.S. Merger Sub shall be merged with and into the Company and FMCTI, the separate corporate existence of Company U.S. Merger Sub shall thereupon cease. The Company cease and FMCTI shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “FMCTI Merger Surviving Corporation”). From The FMCTI Merger shall be preceded by, and after shall be conditioned on the Company Merger Effective Timecompletion of, the Company Technip Merger. As a result of the FMCTI Merger, FMCTI shall become a wholly owned, indirect Subsidiary of Topco. The FMCTI Merger will shall have the effects as set forth specified in this Agreement, the Company Certificate of Merger DGCL and the applicable provisions of the DGCLDLLCA. Without limiting the generality of the foregoing, from and after the FMCTI Effective Time, the FMCTI Merger Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject thereto, at the Company Merger Effective Time to all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debtsobligations, liabilities and duties of FMCTI and U.S. Merger Sub, all as provided under the Company DGCL and Company DLLCA. At the FMCTI Effective Time, the certificate of incorporation of FMCTI as in effect immediately prior to the FMCTI Effective Time shall be the certificate of incorporation of the FMCTI Merger Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The name of the FMCTI Merger Surviving Corporation immediately after the FMCTI Effective Time shall be “FMC Technologies, Inc.”. At the FMCTI Effective Time, the FMCTI bylaws in effect immediately prior to the FMCTI Effective Time shall be the bylaws of the FMCTI Merger Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Subject to applicable Law, as of the FMCTI Effective Time, the directors of U.S. Merger Sub will become immediately prior to the debts, liabilities and duties FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation. As of the FMCTI Effective Time, the officers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the officers of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with (a) at the DLLCADuke Effective Time, following the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Duke Merger Sub shall be merged with and into Company LLC Parent in accordance with the NRS and the separate limited liability company corporate existence of LLC Duke Merger Sub shall thereupon cease. Company LLC , (b) Parent shall continue as be the surviving company of corporation in the LLC Duke Merger (sometimes hereinafter referred to as the “Duke Surviving LLCCorporation”). From ) and from and after the LLC Merger Duke Effective Time, shall be a wholly owned Subsidiary of Holdco and the LLC separate corporate existence of Parent with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Duke Merger will as provided in the NRS, and (c) the Duke Merger shall have the such other effects as provided in the NRS, in each case, except as expressly set forth in this Agreement, Agreement (to the LLC Certificate of Merger and the extent permitted by applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLCLaws). (b) Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with (a) at the DGCLGulf Effective Time, immediately following the LLC Merger, Company Gulf Merger Sub shall be merged with and into the Company in accordance with the DGCL and the separate corporate existence of Company Gulf Merger Sub shall thereupon cease. The , (b) the Company shall continue as be the surviving corporation of in the Company Gulf Merger (sometimes hereinafter referred to as the “Gulf Surviving Corporation”). From , and together with Duke Surviving Corporation, collectively “Surviving Corporations”) and from and after the Company Merger Gulf Effective Time, shall be a wholly owned Subsidiary of Holdco and the separate corporate existence of the Company with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Gulf Merger will as provided in the DGCL, and (c) the Gulf Merger shall have the such other effects as provided in the DGCL, in each case, except as expressly set forth in this AgreementAgreement (to the extent permitted by applicable Laws). (c) In connection with the Mergers and prior to the Duke Effective Time, Holdco shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Holdco Common Stock to permit the Company Certificate issuance of Merger and shares of Holdco Common Stock to the applicable provisions holders of shares of Parent Common Stock as of the DGCL. Without limiting the generality Duke Effective Time and Company Common Stock as of the foregoingGulf Effective Time, and subject theretoas applicable, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporationaccordance with this Agreement.

The Mergers. (a) Upon At the Effective Time, Merger Sub I shall be merged with and into Velodyne pursuant to the First Merger in accordance with the applicable provisions of the DGCL, and upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, whereupon the separate existence of Merger Sub I shall cease and in accordance with Velodyne shall continue as the DLLCAsurviving corporation (the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of Ouster. (b) As part of a single integrated plan, as soon as practicable following the consummation of Effective Time, but in any case, on the Company LLC Units Redemptionssame day as the Effective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub First Step Surviving Corporation shall be merged with and into Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as II pursuant to the surviving company of the LLC Second Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and accordance with the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and whereupon the separate corporate existence of Company the First Step Surviving Corporation shall cease, and Merger Sub shall thereupon cease. The Company II shall continue as the surviving corporation entity of the Company Second Merger (sometimes hereinafter and as a direct, wholly owned subsidiary of Ouster. Merger Sub II, as the surviving entity of the Second Merger, is referred to herein as the “Surviving CorporationCompany.” The Mergers and other transactions contemplated by this Agreement are referred to herein as the “Transactions.”) (c) The First Merger shall have the effects specified in the DGCL. From and after At the Company Merger Effective Time, the Company Merger will have First Step Surviving Corporation shall possess all the effects as set forth in this Agreementrights, the Company Certificate of Merger powers, privileges and the applicable provisions franchises and be subject to all of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debtsobligations, liabilities and duties of the Company Velodyne and Company Merger Sub will become I, all as provided under the debtsDGCL. (d) The Second Merger shall have the effects specified in the DGCL and the DLLCA. At the Second Effective Time (as defined below), the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of Velodyne and Merger Sub II, all as provided under the Surviving CorporationDGCL and the DLLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (i) at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the DLLCALaws of England and Wales and Italy, following whereupon the consummation separate existence of Sorin shall cease, and Holdco shall continue as the Company LLC Units Redemptionssurviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Class G Conversions and the Issuance and in connection with the consummation of the RolloverCyberonics Merger Effective Time, LLC Merger Sub shall be merged with and into Company LLC and Cyberonics in accordance with the DGCL, whereupon the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC , and Cyberonics shall continue as the surviving company of corporation in the LLC Cyberonics Merger (sometimes hereinafter referred to as the “Cyberonics Merger Surviving LLCCorporation”). From and after the LLC The Sorin Merger Effective Time, the LLC Merger will shall have the effects as set forth in this Agreement, the LLC Certificate of Merger and prescribed by the applicable provisions of the DLLCA. UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing, foregoing and subject thereto, at the LLC Merger Effective Time all (i) of at the Sorin Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Company LLC Holdco and LLC Merger Sub will Sorin shall vest in Holdco as the Sorin Merger Surviving LLC; Company, and all debts, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become at the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Cyberonics Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, immunities, powers and franchises of the Company Cyberonics and Company Merger Sub will shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation; , and (ii) all debts, liabilities liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Company and Company Cyberonics Merger Sub will become Surviving Corporation. After the debtsMergers, liabilities and duties the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CorporationCompany.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL and the DLLCA, following (a) at the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub shall be merged with and into Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as the surviving company of the LLC Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and Company, pursuant to which (i) the separate corporate existence of Company Merger Sub shall thereupon cease. The , (ii) the Company shall continue as the surviving corporation of in the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From ) and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate a direct wholly-owned Subsidiary of Merger Parent and the applicable provisions (iii) all of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the propertyproperties, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; , and (ii) all of the debts, liabilities liabilities, obligations and duties of the Company and Company Merger Sub will become the debts, liabilities liabilities, obligations and duties of the Surviving CorporationCorporation and (b) at the Second Effective Time and as part of a single integrated transaction with the Merger, the Surviving Corporation shall be merged with and into Merger Sub I pursuant to which (i) the separate corporate existence of the Surviving Corporation shall cease, (ii) Merger Sub I shall continue as the surviving company in the Second Merger (the “Ultimate Surviving Entity”) and as a direct wholly-owned Subsidiary of Parent and (iii) all of the properties, rights, privileges, powers and franchises of the Surviving Corporation will vest in the Ultimate Surviving Entity, and all of the debts, liabilities, obligations and duties of the Surviving Corporation 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 set forth in of this Agreement, and in accordance with the DLLCADLLC Act, following at the consummation of the Company LLC Units RedemptionsEffective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger GNL Advisor Sub shall be merged with and into Company LLC and GNL Advisor, whereupon the separate limited liability company existence of LLC Merger GNL Advisor Sub shall thereupon cease. Company LLC , and GNL Advisor shall continue under the name “Global Net Lease Advisors, LLC” as the surviving company of entity in the LLC GNL Advisor Merger (sometimes hereinafter referred to as the “Surviving LLCGNL Advisor Entity”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLDLLC Act, immediately following at the LLC MergerEffective Time, Company Merger GNL PM Sub shall be merged with and into the Company and GNL Property Manager, whereupon the separate corporate existence of Company Merger GNL PM Sub shall thereupon cease. The Company , and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving corporation of entity in the Company GNL PM Merger (sometimes hereinafter referred to as the “Surviving CorporationGNL PM Entity”). From . (c) Upon the terms and after subject to the Company Merger conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the Company separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger will (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor Entity, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of Internalization Mergers shall have the effects as set forth provided in this Agreement, the Company Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest as specified in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationDLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DLLCADRULPA, following at the consummation of the Company LLC Units RedemptionsPartnership Merger Effective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Partnership Merger Sub shall be merged merge with and into Company LLC and LP, whereupon the separate limited liability company existence of LLC Partnership Merger Sub shall thereupon cease. , and Company LLC LP shall continue under the name “GOV NEW OPPTY LP” as the surviving company of the LLC Partnership Surviving Entity. The Partnership Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will shall have the effects as set forth provided in this Agreement, Agreement and as specified in the LLC Certificate of Merger and the applicable provisions of the DLLCADRULPA. Without limiting the generality of the foregoing, and subject thereto, at from and after the LLC Partnership Merger Effective Time Time, the Partnership Surviving Entity shall possess all (i) of the propertyproperties, rights, privileges, powers and franchises of Company LLC LP and LLC Partnership Merger Sub will vest in Sub, and all of the Surviving LLC; and (ii) debtsclaims, liabilities obligations, liabilities, debts and duties of Company LLC LP and LLC Partnership Merger Sub will shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the Partnership Surviving LLCEntity. (b) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLMD REIT Law, immediately following at the LLC MergerREIT Merger Effective Time, the Company Merger Sub shall be merged with and into REIT Merger Sub, whereupon the separate existence of the Company shall cease, and the separate corporate existence of Company REIT Merger Sub shall thereupon ceasecontinue under the name “GOV NEW OPPTY REIT” as the REIT Surviving Entity. The Company REIT Merger shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth provided in this Agreement, Agreement and as specified in the Company Certificate of Merger and the applicable provisions of the DGCLMD REIT Law. Without limiting the generality of the foregoing, and subject thereto, at from and after the Company REIT Merger Effective Time Time, the REIT Surviving Entity shall possess all (i) of the propertyproperties, rights, privileges, powers and franchises of the Company and Company REIT Merger Sub will vest in Sub, and all of the Surviving Corporation; and (ii) debtsclaims, liabilities obligations, liabilities, debts and duties of the Company and Company REIT Merger Sub will shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the REIT Surviving CorporationEntity.

The Mergers. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DLLCAMaryland General Corporation Law (the “MGCL”), following the consummation of the Company LLC Units Redemptionsat Effective Time 1A, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub 1 shall be merged merge with and into Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as the surviving company of the LLC Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective TimeFSIC III, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub 1 shall thereupon cease. The Company FSIC III shall be the surviving company in Merger 1A and shall continue its existence as a corporation under the Laws of the State of Maryland. (b) Immediately after the occurrence of Effective Time 1A and in accordance with the MGCL, Surviving Company 1 shall merge with and into FSIC II and the separate corporate existence of Surviving Company 1 shall cease and all outstanding shares of common stock of Surviving Company 1 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the surviving company in Merger 1B and shall continue its existence as a corporation under the Laws of the Company Merger State of Maryland. (sometimes hereinafter referred c) Subject to as the “Surviving Corporation”). From terms and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in conditions of this Agreement, in accordance with the Company Certificate Delaware Statutory Trust Act and the General Corporation Law of the State of Delaware, at Effective Time 2A, Merger Sub 2 shall merge with and into CCT II, and the separate statutory trust existence of Merger Sub 2 shall cease. CCT II shall be the surviving company in Merger 2A and shall continue its existence as a trust under the Laws of the State of Delaware. (d) Immediately after the occurrence of Effective Time 2A and in accordance with the Delaware Statutory Trust Act and the applicable provisions MGCL, Surviving Company 2 shall merge with and into FSIC II and the separate trust existence of Surviving Company 2 shall cease and all outstanding common shares of beneficial interest of Surviving Company 2 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the surviving company in Merger 2B and shall continue its existence as a corporation under the Laws of the DGCLState of Maryland. (e) Subject to the terms and conditions of this Agreement, in accordance with the MGCL, at Effective Time 3A, Merger Sub 3 shall merge with and into FSIC IV, and the separate corporate existence of Merger Sub 3 shall cease. Without limiting FSIC IV shall be the generality surviving company in Merger 3A and shall continue its existence as a corporation under the Laws of the foregoing, and subject thereto, at State of Maryland. (f) Immediately after the Company Merger occurrence of Effective Time 3A and in accordance with the MGCL, Surviving Company 3 shall merge with and into FSIC II and the separate corporate existence of Surviving Company 3 shall cease and all (i) outstanding shares of common stock of Surviving Company 3 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the surviving company in Merger 3B and shall continue its existence as a corporation under the Laws of the property, rights, privileges, powers and franchises State of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationMaryland.

The Mergers. (a) Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub shall be merged with and into Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as the surviving company of the LLC Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoingDGCL, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub 1 shall be merged with and into the Company and (“Merger 1”), the separate corporate existence of Company Merger Sub 1 shall thereupon cease. The cease and the Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Merger 1 Surviving Corporation”). From ) and after as a wholly owned subsidiary of Parent. (b) Immediately following the Company Merger Effective TimeTime and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL and the DLLCA, the Company Merger will have the effects as set forth in this Agreement1 Surviving Corporation shall be merged with and into Merger Sub 2 (“Follow-On Merger 1”), the Company Certificate separate corporate existence of the Merger 1 Surviving Corporation shall cease and Merger Sub 2 shall continue as the surviving company (the “Follow-On 1 Surviving Company”) and as a wholly owned subsidiary of Parent. (c) Immediately following the Follow-On 1 Effective Time and subject to, and upon the terms and conditions of, this Agreement and the applicable provisions of the DGCL. Without limiting , Merger Sub 3 shall be merged with and into SCCII (“Merger 2”), the generality separate corporate existence of Merger Sub 3 shall cease and SCCII shall continue as the surviving corporation (the “Merger 2 Surviving Corporation”) and as a wholly owned subsidiary of Parent. (d) Immediately following the Merger 2 Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the foregoingDGCL and the DLLCA, the Merger 2 Surviving Corporation shall be merged with and subject theretointo the Follow-On 1 Surviving Company (“Follow-On Merger 2” and, at together with Merger 1, Follow-On Merger 1 and Merger 2, the “Mergers”), the separate corporate existence of Merger 2 Surviving Corporation shall cease and the Follow-On 1 Surviving Company Merger Effective Time all shall continue as the surviving company (ithe “Surviving Company”) and as a wholly owned subsidiary of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationParent.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DRULPA and the DLLCA, following at the consummation of the Company LLC Units RedemptionsPartnership Merger Effective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub Operating Partnership shall be merged merge with and into Company LLC and OP Merger Sub, whereupon the separate limited liability company existence of LLC Operating Partnership shall cease, and OP Merger Sub shall thereupon cease. Company LLC shall continue as the surviving company of entity in the LLC Partnership Merger. The Partnership Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will shall have the effects as set forth provided in this Agreement, Agreement and as specified in the LLC Certificate of Merger DRULPA and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at from and after the LLC Partnership Merger Effective Time Time, the Partnership Surviving Entity shall possess all (i) of the propertyproperties, rights, privileges, powers and franchises of Company LLC Operating Partnership and LLC OP Merger Sub will vest in Sub, and all of the Surviving LLC; and (ii) debtsclaims, liabilities obligations, liabilities, debts and duties of Company LLC Operating Partnership and LLC OP Merger Sub will shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the Partnership Surviving LLCEntity. (b) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLMGCL and the DLLCA, immediately following at the LLC MergerREIT Merger Effective Time, Company Merger Sub shall be merged with and into the Company and REIT Merger Sub, whereupon the separate corporate existence of Company Merger shall cease, and REIT M▇▇▇▇▇ Sub shall thereupon cease. The Company shall continue as the surviving corporation of entity in the Company REIT Merger. The REIT Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will shall have the effects as set forth in the MGCL, the DLLCA and this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Company REIT Merger Effective Time Time, the REIT Surviving Entity shall possess all (i) of the propertyproperties, rights, privileges, powers and franchises of the Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company Merger and REIT M▇▇▇▇▇ Sub will vest in shall become the Surviving Corporation; and (ii) debtsclaims, liabilities obligations, liabilities, debts and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the REIT Surviving CorporationEntity.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DLLCA, following the consummation applicable provisions of the Delaware Limited Liability Company Act (the “LLC Units RedemptionsAct”), at the Effective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC EBG Merger Sub shall be consummated pursuant to which EBG MergerCo shall be merged with and into Company LLC EBG and the separate limited liability company existence of LLC Merger Sub EBG MergerCo shall thereupon cease. Company LLC After the EBG Merger, EBG shall continue as the surviving company of the LLC Merger (sometimes hereinafter referred to as the “EBG Surviving LLCCompany”)) and shall continue to be governed by the laws of the State of Delaware. From and after the LLC The EBG Merger Effective Time, the LLC Merger will shall have the effects effect as set forth provided in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCALLC Act. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time Time, all (i) of the property, rights, privileges, immunities, powers and franchises of Company LLC EBG MergerCo and LLC Merger Sub will EBG shall vest in the EBG Surviving LLC; Company and (ii) debtsall restrictions, obligations, duties, debts and liabilities of EBG MergerCo and duties of Company LLC EBG shall be the restrictions, obligations, duties, debts and LLC Merger Sub will become the debts, liabilities and duties of the EBG Surviving LLCCompany. (b) Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, immediately following applicable provisions of the LLC MergerAct, Company at the Effective Time, the Astoria Merger Sub shall be consummated pursuant to which Astoria MergerCo shall be merged with and into the Company Astoria and the separate corporate existence of Company Merger Sub Astoria MergerCo shall thereupon cease. The Company After the Astoria Merger, Astoria shall continue as the surviving corporation of the Company Merger company (sometimes hereinafter referred to as the “Astoria Surviving CorporationCompany”)) and shall continue to be governed by the laws of the State of Delaware. From and after the Company The Astoria Merger Effective Time, the Company Merger will shall have the effects effect as set forth provided in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCLLLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time Time, all (i) of the property, rights, privileges, immunities, powers and franchises of the Company Astoria and Company Merger Sub will Astoria MergerCo shall vest in the Astoria Surviving Corporation; Company and (ii) debtsall restrictions, obligations, duties, debts and liabilities of Astoria and duties Astoria MergerCo shall be the restrictions, obligations, duties, debts and liabilities of the Company and Company Merger Sub will become the debts, liabilities and duties of the Astoria Surviving CorporationCompany.

The Mergers. (ai) Upon On the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DLLCADGCL, following on the consummation of the Company LLC Units RedemptionsClosing Date, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub I shall be merged merge with and into Company LLC and Hyperfine at the Effective Time. Following the Effective Time, the separate limited liability company existence of LLC Merger Sub I shall thereupon cease. Company LLC cease and Hyperfine shall continue as the surviving company of the LLC Hyperfine Merger (sometimes hereinafter referred to as the “Surviving LLCHyperfine Entity”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and . (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon On the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, immediately following on the LLC MergerClosing Date, Company Merger Sub II shall be merged merge with and into Liminal at the Company and Effective Time. Following the Effective Time, the separate corporate existence of Company Merger Sub II shall thereupon cease. The Company cease and Liminal shall continue as the surviving corporation company of the Company Liminal Merger (sometimes hereinafter the “Surviving Liminal Entity,” and together with the Surviving Hyperfine Entity, the “Surviving Companies”). (iii) At the Closing, Hyperfine and Parent shall cause a certificate of merger, in a form reasonably satisfactory to Hyperfine and Parent (the “Hyperfine Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Hyperfine Merger shall become effective at such date and time as is agreed by Parent and Hyperfine and specified in the Hyperfine Certificate of Merger (the time being referred to herein as the “Surviving CorporationEffective Time”). (iv) At the Closing, Liminal and Parent shall cause a certificate of merger, in a form reasonably satisfactory to Liminal and Parent (the “Liminal Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. From and after The Liminal Merger will also become effective at the Company Merger Effective Time, which will be specified in the Company Liminal Certificate of Merger. (v) Each Merger will shall have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time Time, all (i) of the propertyassets, properties, rights, privileges, powers and franchises of the applicable Company Party and Company Merger Sub will shall vest in the applicable Surviving Corporation; Company and (ii) all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the applicable Company Party and Company the applicable Merger Sub will shall become the debts, liabilities liabilities, obligations and duties of the applicable Surviving CorporationCompany, in each case, in accordance with the DGCL. (vi) At the Effective Time, the Governing Documents of the applicable Company Party shall be the Governing Documents of the applicable Surviving Company, except that the name of the Surviving Hyperfine Entity shall be “Hyperfine Operations, Inc.”, and the name of the Surviving Liminal Entity shall be “Liminal Operations, Inc.”, in each case, until thereafter changed or amended as provided therein or by applicable Law. (vii) At the Effective Time, the directors and officers of the applicable Company Party immediately prior to the Effective Time shall be the initial directors and officers of the applicable Surviving Company, each to hold office in accordance with the Governing Documents of such Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (viii) At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any other Person, each share of capital stock of each Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one share of common stock, par value $0.0001, of the applicable Surviving Company (each such share, a share of “Surviving Company Common Stock”). (ix) At the Effective Time, by virtue of the applicable Merger and without any action on the part of any Party or any other Person, (A) each share of Hyperfine Stock (other than such Hyperfine Common Stock cancelled and extinguished pursuant to Section 2.1(b)(x) and other than any shares of Hyperfine Series A Preferred Stock) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class A Common Stock equal to the Hyperfine Exchange Ratio, (B) each share of Hyperfine Series A Preferred Stock (other than such Hyperfine Series A Preferred Stock cancelled and extinguished pursuant to Section 2.1(b)(x)) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class B Common Stock equal to the Hyperfine Exchange Ratio, (C) each share of Liminal Stock (other than such Liminal Stock cancelled and extinguished pursuant to Section 2.1(b)(x) and other than any shares of Liminal Series A-1 Preferred Stock) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class A Common Stock equal to the Liminal Exchange Ratio, and (D) each share of Liminal Series A-1 Preferred Stock (other than such Liminal Series A-1 Preferred Stock cancelled and extinguished pursuant to Section 2.1(b)(x)) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of shares of New Parent Class B Common Stock equal to the Liminal Exchange Ratio. From and after the Effective Time, each Company Parties Stockholder’s certificates (the “Certificates”), evidencing ownership of such Company Parties Stock and such Company Parties Stock held in book-entry form issued and outstanding immediately prior to the Effective Time shall each cease to have any rights with respect to such Company Parties Stock except as otherwise expressly provided for herein or under applicable Law. (x) At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any other Person, each share of Company Parties Stock held immediately prior to the Effective Time by a Company Party as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

The Mergers. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the following transactions shall take place simultaneously, without any further approval, authorization or direction from or by any of the Parties (other than the authorization of any necessary filings with the Secretary of State of the State of Delaware): (i) Merger Sub 1 shall merge with and into Katonah (the “Katonah Merger”), in accordance with the DLLCADelaware Law, and following the consummation of the Company LLC Units RedemptionsKatonah Merger, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub shall be merged with and into Company LLC and the separate limited liability company existence of LLC Merger Sub 1 shall thereupon cease. Company LLC cease and Katonah shall continue as the surviving limited liability company of the LLC Merger Katonah Merger, with all its property (sometimes hereinafter referred to as the “Surviving LLCCompany 1”)) and as a wholly-owned Subsidiary of the Purchaser. From and after the LLC Merger Effective Time, the LLC Merger will have Surviving Company 1 shall succeed to all the assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Katonah Merger, and with the effects of the Katonah Merger to be as set forth provided in this Agreement, the LLC applicable Certificate of Merger (as defined below), and the applicable provisions of the DLLCADelaware Law. Without limiting the generality As a result of the foregoingKatonah Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 1, as of immediately prior to the Katonah Merger, shall be converted into the validly issued, fully paid and non-assessable outstanding limited liability company interests of the Surviving Company 1 and (y) the issued and outstanding limited liability company interests of Katonah, as of immediately prior to the Katonah Merger, shall be converted into the right to receive the Katonah Merger Consideration. (ii) Merger Sub 2 shall merge with and into Trimaran (the “Trimaran Merger”), in accordance with the Delaware Law, and subject theretofollowing the Trimaran Merger, at the LLC separate limited liability company existence of Merger Effective Time all (i) Sub 2 shall cease and Trimaran shall continue as the surviving limited liability company of the propertyTrimaran Merger, with all its property (the “Surviving Company 2”) and as a wholly-owned Subsidiary of the Purchaser. From and after the Effective Time, the Surviving Company 2 shall succeed to all the assets, rights, privileges, immunities, powers and franchises of Company LLC to continue unaffected by the Trimaran Merger, and LLC Merger Sub will vest in with the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties effects of the Surviving LLC. (b) Upon the terms and subject Trimaran Merger to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth provided in this Agreement, the Company applicable Certificate of Merger (as defined below), and the applicable provisions of the DGCLDelaware Law. Without limiting the generality As a result of the foregoingTrimaran Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 2, as of immediately prior to the Trimaran Merger, shall be converted into the validly issued, fully paid and non-assessable outstanding limited liability company interests of the Surviving Company 2 and (y) the issued and outstanding limited liability company interests of Trimaran, as of immediately prior to the Trimaran Merger, shall be converted into the right to receive the Trimaran Merger Consideration. (iii) Merger Sub 3 shall merge with and into Trimaran Management (the “Trimaran Management Merger” and, together with the Katonah Merger and the Trimaran Merger, each, a “Merger” and collectively, the “Mergers”), in accordance with the Delaware Law, and subject theretofollowing the Trimaran Management Merger, at the Company separate limited liability company existence of Merger Effective Time all (i) Sub 3 shall cease and Trimaran Management shall continue as the surviving limited liability company of the propertyTrimaran Management Merger, with all its property (the “Surviving Company 3” and, together with the Surviving Company 1 and the Surviving Company 2, the “Surviving Companies”) and as a wholly-owned Subsidiary of the Purchaser. From and after the Effective Time, the Surviving Company 3 shall succeed to all the assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Trimaran Management Merger, and with the effects of the Company Trimaran Management Merger to be as provided in this Agreement, the applicable Certificate of Merger (as defined below), and Company the applicable provisions of the Delaware Law. As a result of the Trimaran Management Merger, (x) the issued and outstanding limited liability company interests of Merger Sub will vest in 3, as of immediately prior to the Surviving Corporation; Trimaran Management Merger, shall be converted into the validly issued, fully paid and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties non-assessable outstanding limited liability company interests of the Surviving CorporationCompany 3 and (y) the issued and outstanding limited liability company interests of Trimaran Management, as of immediately prior to the Trimaran Management Merger, shall be converted into the right to receive the Trimaran Management Merger Consideration.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the GA Effective Time and in accordance with the DLLCADGCL, following the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub NewCo 1 shall be merged with and into Company LLC and GA Inc. pursuant to which (x) the separate limited liability company corporate existence of LLC NewCo 1 shall cease, (y) GA Inc. shall be the surviving entity in the GA Merger Sub shall thereupon cease. Company LLC (thereinafter, the “GA Surviving Corporation”) and shall continue as its existence under the surviving company laws of the LLC Merger State of Delaware as a wholly owned Subsidiary of Parent and (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions z) all of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the propertyproperties, rights, privileges, powers and franchises of Company LLC GA Inc. and LLC Merger Sub NewCo 1 will vest in the GA Surviving LLC; Corporation, and (ii) all of the debts, liabilities liabilities, obligations and duties of Company LLC GA Inc. and LLC Merger Sub NewCo 1 will become the debts, liabilities liabilities, obligations and duties of the GA Surviving LLC.Corporation; (b) Upon the terms and subject to the conditions set forth in of this Agreement, at the GBOS Effective Time and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub NewCo 2 shall be merged with and into the Company and GBOS Inc. pursuant to which (x) the separate corporate existence of Company Merger Sub NewCo 2 shall thereupon cease. The Company , (y) GBOS Inc. shall continue as be the surviving corporation of entity in the Company GBOS Merger (sometimes hereinafter referred to as thereinafter, the “GBOS Surviving Corporation”). From ) and after shall continue its existence under the Company Merger laws of the State of Delaware as a wholly owned Subsidiary of Parent and (z) all of the properties, rights, privileges, powers and franchises of GBOS Inc. and NewCo 2 will vest in the GBOS Surviving Corporation, and all of the debts, liabilities, obligations and duties of GBOS Inc. and NewCo 2 will become the debts, liabilities, obligations and duties of the GBOS Surviving Corporation; and (c) Upon the terms and subject to the conditions of this Agreement immediately following the GA Effective Time, and in accordance with the Company Merger will have DGCL and the effects as set forth in this AgreementAct, the Company Certificate of Merger GA Surviving Corporation shall be merged with and into NewCo 3 pursuant to which (x) the applicable provisions separate corporate existence of the DGCL. Without limiting GA Surviving Corporation shall cease, (y) NewCo 3 shall be the generality surviving entity in the NewCo 3 Merger (thereinafter, the “GA Surviving Entity”) and shall continue its existence under the laws of the foregoing, State of Delaware as a wholly owned Subsidiary of Parent and subject thereto, at the Company Merger Effective Time (z) all (i) of the propertyproperties, rights, privileges, powers and franchises of the Company GA Surviving Corporation and Company Merger Sub NewCo 3 will vest in the GA Surviving Corporation; Entity, and (ii) all of the debts, liabilities liabilities, obligations and duties of the Company GA Surviving Corporation and Company Merger Sub NewCo 3 will become the debts, liabilities liabilities, obligations and duties of the GA Surviving CorporationEntity. (d) Upon the terms and subject to the conditions of this Agreement, immediately following the GBOS Effective Time, and in accordance with the DGCL and the Act, the GBOS Surviving Corporation shall be merged with and into NewCo 4 pursuant to which (x) the separate corporate existence of the GBOS Surviving Corporation shall cease, (y) NewCo 4 shall be the surviving entity in the NewCo 4 Merger (thereinafter, the “GBOS Surviving Entity”) and shall continue its existence under the laws of the State of Delaware as a wholly owned Subsidiary of Parent and (z) all of the properties, rights, privileges, powers and franchises of the GBOS Surviving Corporation and NewCo 4 will vest in the GBOS Surviving Entity, and all of the debts, liabilities, obligations and duties of the GBOS Surviving Corporation and NewCo 4 will become the debts, liabilities, obligations and duties of the GBOS Surviving Entity. (e) The parties intend that this Agreement shall constitute a “plan of merger” for all purposes under the DGCL and DLLCA.

The Mergers. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Units Redemptions, the Class G Conversions Delaware General Corporation Law (“DGCL”) and the Issuance and in connection with North Carolina Business Corporation Act (the consummation of “NCBCA”), at the Rollover, LLC Merger Sub Effective Time Vantage shall be merged merge with and into Company LLC Yadkin. Yadkin, under the name of Yadkin Financial Corporation, shall be the Surviving Corporation in the Vantage Merger and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as its corporate existence under the surviving company laws of the LLC Merger (sometimes hereinafter referred to as State of North Carolina. As of the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate separate corporate existence of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLCVantage shall cease. (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with DGCL and the DGCLNCBCA, immediately following at the LLC Merger, Company Merger Sub Effective Time Piedmont shall be merged merge with and into Yadkin. Yadkin, under the Company name of Yadkin Financial Corporation, shall be the Surviving Corporation in the Piedmont Merger and shall continue its corporate existence under the laws of the State of North Carolina. As of the Effective Time, the separate corporate existence of Company Piedmont shall cease. (c) Immediately following the Effective Time, Vantage Bank will merge with and into Yadkin Bank, a wholly owned subsidiary of Yadkin (the “Bank Merger”). Yadkin Bank shall be the surviving entity in the Bank Merger Sub and shall thereupon continue its corporate existence, and, following the Bank Merger, the separate corporate existence of Vantage Bank shall cease. The Company parties agree that the Bank Merger shall continue become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form attached hereto as the surviving corporation of the Company Merger Exhibit A (sometimes hereinafter referred to as the “Surviving CorporationSubsidiary Plan of Merger”), with such changes thereto as Vantage and Yadkin may mutually agree upon. From and after In order to obtain the Company Merger Effective Timenecessary Regulatory Approvals for the Bank Merger, the Company Merger will have parties hereto shall cause the effects as set forth in this Agreement, following to be accomplished prior to the Company Certificate filing of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all applications for such Regulatory Approvals: (i) Yadkin shall cause Yadkin Bank to approve the Subsidiary Plan of Merger; (ii) Yadkin, as the propertysole shareholder of Yadkin Bank, rightsshall approve the Subsidiary Plan of Merger; (iii) Yadkin shall cause the Subsidiary Plan of Merger to be duly executed by Yadkin Bank and delivered to Vantage; (iv) Vantage shall cause Vantage Bank to approve the Subsidiary Plan of Merger; (v) Vantage, privilegesas the sole shareholder of Vantage Bank, powers and franchises shall approve the Subsidiary Plan of the Company and Company Merger Sub will vest in the Surviving CorporationMerger; and (iivi) debts, liabilities Vantage shall cause Vantage Bank to duly execute and duties deliver the Subsidiary Plan of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporationto Yadkin.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the Company Merger Effective Time, the Company shall be merged with and into Merger Sub I, whereupon the separate existence of the Company will cease, with Merger Sub I surviving the Company Merger (Merger Sub I, as the surviving entity in the Company Merger, sometimes being referred to herein as the “Surviving Company” and, together with the Surviving Partnership and the Surviving Operations Entity, the “Surviving Entities”), such that following and as a result of the Company Merger, the Surviving Company will be a wholly owned Subsidiary of Parent. The Company Merger shall have the effects provided in this Agreement and the Articles of Merger (as defined below) and the Company Certificate of Merger (as defined below), and as specified in the applicable provisions of the MGCL and the DLLCA. (b) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DLLCA and the DRULPA, at the Partnership Merger Effective Time, Merger Sub II shall be merged with and into the Partnership, whereupon the separate existence of Merger Sub II will cease, with the Partnership surviving the Partnership Merger (the Partnership, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “Surviving Partnership”), such that following and as a result of the Partnership Merger, the Surviving Partnership will be a wholly owned Subsidiary of the Company (and after the Company Merger Effective Time, of the Surviving Company). The Partnership Merger shall have the effects provided in this Agreement and the Partnership Certificate of Merger (as defined below) and as specified in the applicable provisions of the DLLCA and the DRULPA. (c) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DLLCA, following at the consummation of the Company LLC Units RedemptionsOperations Merger Effective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Merger Sub Operations shall be merged with and into Company LLC and Merger Sub III, whereupon the separate limited liability company existence of LLC Operations will cease, with Merger Sub shall thereupon cease. Company LLC shall continue III surviving the Operations Merger (Merger Sub III, as the surviving company of entity in the LLC Merger (Operations Merger, sometimes hereinafter being referred to herein as the “Surviving LLCOperations Entity”). From , such that following and after as a result of the LLC Merger Effective TimeOperations Merger, the LLC Surviving Operations Entity will be a wholly owned Subsidiary of the Surviving Partnership. The Operations Merger will shall have the effects as set forth provided in this Agreement, Agreement and the LLC Operations Certificate of Merger (as defined below), and as specified in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DLLCA, following at the consummation of the Company LLC Units RedemptionsEffective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC LMA Merger Sub shall be merged merge with and into Company LLC and LMA. Following the LMA Merger, the separate limited liability company existence of LLC LMA Merger Sub shall thereupon cease. Company LLC shall will cease and LMA will continue as the surviving company LMA Surviving Company and as a wholly owned Subsidiary of Parent; provided that notwithstanding the LMA Merger, LMA will not be included within the meaning of the LLC term Parent Parties for purposes of this Agreement. The LMA Merger will be consummated in accordance with this Agreement and the DLLCA and evidenced by a certificate of merger between LMA Merger Sub and LMA (sometimes hereinafter referred to as the “Surviving LLCLMA Certificate of Merger”). From and after the LLC Merger Effective Time, the LLC The LMA Merger will have be effective at such time as the effects as set forth in this Agreement, Parties duly file the LLC LMA Certificate of Merger with the Secretary of State of the State of Delaware or at such other date or time as Parent and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, Companies agree in writing and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest specify in the Surviving LLC; and LMA Certificate of Merger (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC“LMA Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCLDLLCA, immediately following at the LLC MergerEffective Time, Company Abacus Merger Sub shall be merged merge with and into Abacus. Following the Company and Abacus Merger, the separate corporate limited liability company existence of Company Abacus Merger Sub shall thereupon cease. The Company shall will cease and Abacus will continue as the surviving corporation Abacus Surviving Company and as a wholly owned Subsidiary of Parent; provided that notwithstanding the Abacus Merger, Abacus will not be included within the meaning of the Company term Parent Parties for purposes of this Agreement. The Abacus Merger will be consummated in accordance with this Agreement and the DLLCA and evidenced by a certificate of merger between Abacus Merger Sub and Abacus (sometimes hereinafter referred to as the “Surviving CorporationAbacus Certificate of Merger,” together with the LMA Certificate of Merger, the “Certificates of Merger”). From The Abacus Merger will be effective at such time as the Parties duly file the Abacus Certificate of Merger with the Secretary of State of the State of Delaware or at such other date or time as Parent and after Abacus agree in writing and specify in the Company Abacus Certificate of Merger (the “Abacus Effective Time” and, together with the LMA Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger “Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationTime”).

The Mergers. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Units Redemptions, the Class G Conversions Delaware General Corporation Law (“DGCL”) and the Issuance and in connection with North Carolina Business Corporation Act (the consummation of “NCBCA”), at the Rollover, LLC Merger Sub Effective Time Vantage shall be merged merge with and into Company LLC Yadkin. Yadkin, under the name of Yadkin Financial Corporation, shall be the Surviving Corporation in the Vantage Merger and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue as its corporate existence under the surviving company laws of the LLC Merger (sometimes hereinafter referred to as State of North Carolina. As of the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have separate corporate existence of Vantage shall cease. (a) Subject to the effects as set forth in terms and conditions of this Agreement, the LLC Certificate of Merger in accordance with DGCL and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject theretoNCBCA, at the LLC Merger Effective Time all (i) Piedmont shall merge with and into Yadkin. Yadkin, under the name of Yadkin Financial Corporation, shall be the Surviving Corporation in the Piedmont Merger and shall continue its corporate existence under the laws of the property, rights, privileges, powers and franchises State of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties North Carolina. As of the Surviving LLCEffective Time, the separate corporate existence of Piedmont shall cease. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately Immediately following the LLC MergerEffective Time, Company Merger Sub shall be merged Vantage Bank will merge with and into Yadkin Bank, a wholly owned subsidiary of Yadkin (the Company “Bank Merger”). Yadkin Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the separate corporate existence of Company Merger Sub Vantage Bank shall thereupon cease. The Company parties agree that the Bank Merger shall continue become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form attached hereto as the surviving corporation of the Company Merger Exhibit A (sometimes hereinafter referred to as the “Surviving CorporationSubsidiary Plan of Merger”), with such changes thereto as Vantage and Yadkin may mutually agree upon. From and after In order to obtain the Company Merger Effective Timenecessary Regulatory Approvals for the Bank Merger, the Company Merger will have parties hereto shall cause the effects as set forth in this Agreement, following to be accomplished prior to the Company Certificate filing of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all applications for such Regulatory Approvals: (i) Yadkin shall cause Yadkin Bank to approve the Subsidiary Plan of Merger; (ii) Yadkin, as the propertysole shareholder of Yadkin Bank, rightsshall approve the Subsidiary Plan of Merger; (iii) Yadkin shall cause the Subsidiary Plan of Merger to be duly executed by Yadkin Bank and delivered to Vantage; (iv) Vantage shall cause Vantage Bank to approve the Subsidiary Plan of Merger; (v) Vantage, privilegesas the sole shareholder of Vantage Bank, powers and franchises shall approve the Subsidiary Plan of the Company and Company Merger Sub will vest in the Surviving CorporationMerger; and (iivi) debts, liabilities Vantage shall cause Vantage Bank to duly execute and duties deliver the Subsidiary Plan of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporationto Yadkin.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DLLCADRULPA, following at the consummation of the Company LLC Units RedemptionsOP Merger Effective Time, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC OP Merger Sub shall be merged merge with and into Company LLC and OP, whereupon the separate limited liability company existence of LLC OP Merger Sub shall thereupon cease. , and Company LLC OP shall continue as the surviving company of entity in the LLC OP Merger. The OP Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will shall have the effects as set forth provided in this Agreement, Agreement and as specified in the LLC Certificate of Merger and the applicable provisions of the DLLCADRULPA. Without limiting the generality of the foregoing, and subject thereto, at from and after the LLC OP Merger Effective Time Time, the Partnership Surviving Entity shall possess all (i) of the propertyproperties, rights, privileges, powers and franchises of Company LLC OP and LLC OP Merger Sub will vest in Sub, and all of the Surviving LLC; and (ii) debtsclaims, liabilities obligations, liabilities, debts and duties of Company LLC OP and LLC OP Merger Sub will shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the Partnership Surviving LLCEntity. (b) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLDRULPA, immediately following at the LLC MergerDownREIT Merger Effective Time, Company DownREIT Merger Sub shall be merged merge with and into the Company and DownREIT, whereupon the separate corporate existence of Company DownREIT Merger Sub shall thereupon cease. The Company , and DownREIT shall continue as the surviving corporation of entity in the Company DownREIT Merger. The DownREIT Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will shall have the effects as set forth provided in this Agreement, Agreement and as specified in the Company Certificate of Merger and the applicable provisions of the DGCLDRULPA. Without limiting the generality of the foregoing, and subject thereto, at from and after the Company DownREIT Merger Effective Time Time, the DownREIT Surviving Entity shall possess all (i) of the propertyproperties, rights, privileges, powers and franchises of DownREIT and DownREIT Merger Sub, and all of the Company claims, obligations, liabilities, debts and Company duties of DownREIT and DownREIT Merger Sub will vest in shall become the Surviving Corporation; and (ii) debtsclaims, liabilities obligations, liabilities, debts and duties of the DownREIT Surviving Entity. (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the MRL, at the REIT Merger Effective Time, Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of Company shall cease, and REIT Merger Sub shall continue as the surviving entity in the REIT Merger and shall be governed by the laws of the State of Maryland. The REIT Merger shall have the effects set forth in the MGCL, the MRL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company and REIT Merger Sub will shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the REIT Surviving CorporationEntity.

The Mergers. (a) Upon At the Pre-Closing Paramount Merger Effective Time, on the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Units Redemptions, the Class G Conversions and the Issuance and in connection with the consummation of the Rollover, LLC Paramount Merger Sub shall be merged with and into Company LLC and Paramount in accordance with the DGCL, whereupon the separate limited liability company corporate existence of LLC Paramount Merger Sub shall thereupon cease. Company LLC cease and Paramount shall continue as the surviving company of corporation in the LLC Merger (sometimes hereinafter referred to as Pre-Closing Paramount Merger. At the “Surviving LLC”). From and after the LLC New Paramount Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon on the terms and subject to the conditions set forth in this Agreement, Paramount Merger Sub II shall be merged with and into New Paramount in accordance with the DGCL, immediately following whereupon the LLC separate corporate existence of Paramount Merger Sub II shall cease and New Paramount shall continue as the surviving corporation in the New Paramount Merger. At the Skydance Merger Effective Time, Company on the terms and subject to the conditions set forth in this Agreement, Skydance Merger Sub shall be merged with and into Skydance in accordance with the Company and CLLCA, whereupon the separate corporate existence of Company Skydance Merger Sub shall thereupon cease. The Company cease and Skydance shall continue as the surviving corporation entity in the Skydance Merger. As a result of the Company Merger Mergers, (sometimes hereinafter referred to as i) at the “Surviving Corporation”). From and after the Company Pre-Closing Paramount Merger Effective Time, the Company Merger will have the effects as set forth in this AgreementSurviving Paramount Entity shall become a wholly owned, the Company Certificate direct Subsidiary of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoingNew Paramount, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debtsat the Skydance Merger Effective Time, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationSkydance Entity shall become, directly or indirectly, a wholly owned Subsidiary of New Paramount.

The Mergers. (a) Upon At the DE Effective Time and the Bermuda Effective Time, as applicable, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Units Redemptions, the Class G Conversions Agreement and the Issuance and in connection with the consummation First Plan of the RolloverMerger: (i) Parent, LLC DE Merger Sub I and Insite shall cause DE Merger Sub I to be merged with and into Company LLC and Insite in accordance with Delaware Law, whereupon the separate limited liability company existence of LLC DE Merger Sub I shall thereupon cease. Company LLC , and Insite shall continue as the surviving company (the “First Surviving DE Corporation”); and (ii) Parent, Bermuda Merger Sub I and STC shall cause Bermuda Merger Sub I to be merged with and into STC in accordance with Bermuda Law and Cayman Law, whereupon the separate existence of Bermuda Merger Sub I shall cease, and STC shall continue as the LLC Merger surviving company, being a Cayman Islands exempted company (sometimes hereinafter referred to as the “Surviving LLCCayman Corporation”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon At the Second DE Effective Time and the Second Bermuda Effective Time, as applicable, upon the terms and subject to the conditions set forth in this AgreementAgreement and the Second Plan of Merger: (i) Parent, and in accordance with the DGCL, immediately following the LLC Merger, Company DE Merger Sub II and the First Surviving DE Corporation shall cause the First Surviving DE Corporation to be merged with and into the Company and DE Merger Sub II in accordance with Delaware Law, whereupon the separate corporate existence of Company the First Surviving DE Corporation shall cease, and DE Merger Sub shall thereupon cease. The Company II shall continue as the surviving corporation company (the “Final Surviving DE Corporation”); and (ii) Parent, Bermuda Merger Sub II and the Surviving Cayman Corporation shall cause the Surviving Cayman Corporation to be merged with and into Bermuda Merger Sub II in accordance with Bermuda Law and Cayman Law, whereupon the separate existence of the Company Surviving Cayman Corporation shall cease, and Bermuda Merger Sub II shall continue as the surviving company, being a Bermuda exempted company (sometimes hereinafter referred to as the “Final Surviving Bermuda Corporation” and, together with the Final Surviving DE Corporation, the “Surviving CorporationCorporations”). . (c) From and after the Company Merger Second DE Effective Time and the Second Bermuda Effective Time, as applicable, the Company effect of the DE Merger will have the effects and Bermuda Merger, respectively, shall be as set forth provided in this Agreement, the Company Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoingDelaware Law, Bermuda Law or Cayman Law, as applicable, and subject thereto, at the Company Merger Effective Time all (i) the Final Surviving DE Corporation shall possess all of the property, rights, privilegespowers, powers privileges and franchises and be subject to all of the Company obligations, liabilities, restrictions and Company disabilities of Insite, DE Merger Sub will vest in I, the First Surviving Corporation; DE Corporation and DE Merger Sub II, all as provided under Delaware Law, and (ii) debts, liabilities and duties the Final Surviving Bermuda Corporation shall possess all of the Company rights, powers, privileges and Company franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of STC, Bermuda Merger Sub will become I, the debtsSurviving Cayman Corporation and Bermuda Merger Sub II, liabilities all as provided under Bermuda Law and duties Cayman Law, as applicable. (d) Subject to the provisions of Article 11, the closing of the DE Merger and the Bermuda Merger (the “Closing”) shall take place (i) in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely by the exchange of documents and signatures (or their electronic counterparts), on the third Business Day following the date on which all of the conditions set forth in Article 11 have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions (other than those conditions that by their nature are to be satisfied at the Closing (the “Closing Date Conditions”), but subject to the satisfaction of, or, to the extent permissible, waiver by the party or parties entitled to the benefit of, the Closing Date Conditions) or (ii) at such other place, at such other time or on such other date as Parent and Seller may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (e) At the Closing, STC and Bermuda Merger Sub I shall execute and deliver a plan of merger relating to the First Bermuda Merger which shall implement the First Bermuda Merger and the terms and conditions of this agreement (the “First Plan of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as soon as practicable thereafter shall make all other filings or recordings required under Bermuda Law and Cayman Law, and on the Closing Date Bermuda Merger Sub I shall cause an application for registration of the Surviving CorporationCayman Corporation to be executed and delivered to the Registrar of Companies in Bermuda (the “Bermuda Registrar”) as provided under Section 108 of Bermuda Law and to be accompanied by the documents required by Section 108(2) of Bermuda Law, and a corresponding application shall be made to the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 237(2) of the Cayman Law (collectively, the “First Merger Application”), and cause to be included in the First Merger Application a request that the Bermuda Registrar issue the certificate of merger (the “First Bermuda Certificate of Merger”) with respect to the Merger and a corresponding request shall be made to the Cayman registrar to issue a certificate of merger under Cayman Law with respect to the Merger, in each case on the Closing Date at the time of day mutually agreed upon by Parent and Seller and set forth in the First Merger Application. The First Bermuda Merger shall become effective upon the issuance of the First Bermuda Certificate of Merger by the Bermuda Registrar (or such other date and time as the First Bermuda Certificate of Merger shall provide) and the registration of the merger under Cayman Law by the Cayman Registrar (collectively, the “Bermuda Effective Time”). (f) At the Closing, immediately following receipt of evidence from the Bermuda Registrar and the Cayman Registrar, as applicable, of the effectiveness of the First Bermuda Merger, Insite shall file, or cause to be filed, with the Secretary of State of the State of Delaware, a certificate of merger relating to the First DE Merger (the “First DE Certificate of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Delaware Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The First DE Merger shall become effective at such time as the First DE Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such other later time as may be agreed by Parent and Insite and specified in the First Certificate of Merger) (the “DE Effective Time”). (g) Promptly following the DE Effective Time, but in no event later than the second Business Day thereafter, Parent, the First Surviving DE Corporation and DE Merger Sub II shall file, or cause to be filed, with the Secretary of State of the State of Delaware, a certificate of merger relating to the Second DE Merger (the “Second DE Certificate of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Delaware Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The Second DE Merger shall become effective at such time (the “Second DE Effective Time”) as the Second DE Certificate of Merger is duly filed with the Secretary of State of the State of Delaware. (h) Promptly following the Bermuda Effective Time, but in no event later than the second Business Day thereafter, Parent, the Surviving Cayman Corporation and Bermuda Merger Sub II shall execute and deliver a plan of merger relating to the Second Bermuda Merger which shall implement the Second Bermuda Merger and the terms and conditions of this agreement (the “Second Plan of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Bermuda Law and Cayman Law, and on the Closing Date Bermuda Merger Sub II shall cause an application for registration of the Final Surviving Bermuda Corporation to be executed and delivered to the Bermuda Registrar as provided under Section 108 of Bermuda Law and to be accompanied by the documents required by Section 108(2) of Bermuda Law and a corresponding application shall be made under to the Cayman Registrar under Section 237(7) of the Cayman Law (collectively, the “Second Merger Application”) and cause to be included in the Second Merger Application a request that the Registrar issue the certificate of merger with respect to the Second Bermuda Merger (the “Second Bermuda Certificate of Merger”) and a corresponding request shall be made to the Cayman Registrar to issue a certificate of merger under Cayman Law with respect to the Merger, in each case on the Closing Date at the time of day mutually agreed upon by the Parent and Seller and set forth in the Second Merger Application. The Second Bermuda Merger shall become effective upon the issuance of the Second Bermuda Certificate of Merger by the Registrar (or such other date and time as the Second Bermuda Certificate of Merger shall provide) and the registration of the merger by the Cayman Registrar under the Cayman Law (collectively, the “Second Bermuda Effective Time”).

The Mergers. (a) Upon the terms and subject to the satisfaction or written waiver (where permissible) of the conditions set forth in this AgreementArticle VIII, and in accordance with the DLLCA, following the consummation applicable provisions of the Company LLC Units RedemptionsDGCL, the Class G Conversions DLLCA and this Agreement, as applicable: (a) at the Issuance and in connection with the consummation of the RolloverBlocker Mergers Effective Time, LLC (i) Blocker Merger Sub 1 shall be merged with and into Company LLC and Blocker 1, the separate limited liability company corporate existence of LLC Blocker Merger Sub 1 shall thereupon cease. Company LLC cease and Blocker 1 shall continue as the surviving company corporation and as a wholly-owned Subsidiary of the LLC Merger Parent (sometimes hereinafter referred to as the “Surviving LLCBlocker 1”). From , (ii) Blocker Merger Sub 2 shall be merged with and after into Blocker 2, the LLC separate corporate existence of Blocker Merger Sub 2 shall cease and Blocker 2 shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent (the “Surviving Blocker 2”) and (iii) Blocker Merger Sub 3 shall be merged with and into Blocker 3, the separate corporate existence of Blocker Merger Sub 3 shall cease and Blocker 3 shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent (the “Surviving Blocker 3”; together with Surviving Blocker 1 and Surviving Blocker 2, each a “Surviving Blocker”); (b) at the Parent Merger Sub Merger Effective Time, the LLC each of Surviving Blocker 1, Surviving Blocker 2 and Surviving Blocker 3 shall be merged with and into Parent Merger will have the effects as set forth in this AgreementSub, the LLC Certificate separate corporate existence of Merger each of Surviving Blocker 1, Surviving Blocker 2 and Surviving Blocker 3 shall cease and the applicable provisions Parent Merger Sub shall continue as the surviving limited liability company and as a wholly-owned Subsidiary of Parent (the DLLCA. Without limiting the generality of the foregoing“Surviving Parent Merger Sub”, and subject theretoalso referred to as “Parent Merger Sub”, as the context may require); (c) at the LLC Company Merger Effective Time all (i) of the propertyTime, rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Opco Merger Sub shall be merged with and into the Company and Company, the separate corporate existence of Company Opco Merger Sub shall thereupon cease. The cease and the Company shall continue as the surviving corporation limited liability company and as a wholly-owned Subsidiary of Opco (the Company Merger (sometimes hereinafter “Surviving Company”, and also referred to as the “Surviving CorporationCompany”). From and after , as the context may require) and, as a result of the issuance of Opco units in the Company Merger, Opco will become wholly owned by Parent, the Parent Merger Sub, the Company Securityholders and Management Holdings as of immediately prior to the Company Merger, and Parent shall be appointed as the manager thereof; (d) at the Bondco Merger Effective Time, Bondco shall be merged with and into Opco, the Company separate existence of Bondco shall cease and the ownership of Opco shall remain unchanged (such surviving company continuing to be referred to herein as Opco); and (e) at the Management Holdings Merger will have Effective Time, Management Merger Sub shall be merged with and into Management Holdings, the effects separate existence of Management Merger Sub shall cease and Management Holdings shall continue as the surviving limited liability company, wholly-owned by the Management Holdings Securityholders as of immediately prior to the Management Holdings Merger and the Parent shall be appointed as the manager thereof as set forth in this Agreementthe Surviving Management Holdings LLCA (the “Surviving Management Holdings”; together with the Surviving Blocker 1, the Company Certificate of Surviving Blocker 2, the Surviving Blocker 3, the Surviving Parent Merger and Sub, the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Surviving Company and Company Merger Sub will vest in Opco, collectively, the “Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationEntities”).

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, following the consummation of the Company LLC Vested Units Redemptions, the Class G Conversions and the Issuance Exchanges and in connection with the consummation of the Rollover, LLC Merger Sub shall be merged with and into Company Focus LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company Focus LLC shall continue as the surviving company of the LLC Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of Company Focus LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company Focus LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in the Surviving Corporation; and (ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement: (a) Prior to the Effective Time, NYSE shall be merged with and into NYSE Merger Corporation Sub (the "NYSE Corporation Merger"), and the separate corporate existence of NYSE shall thereupon cease. NYSE Merger Corporation Sub shall be the surviving corporation in accordance the NYSE Corporation Merger and shall continue its corporate existence under the laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises. (b) At the Effective Time, concurrently with the DLLCA, following Archipelago Merger and after the consummation completion of the Company NYSE Corporation Merger, NYSE Merger Corporation Sub shall be merged with and into NYSE Merger LLC Units RedemptionsSub (the "NYSE LLC Merger" and, together with the NYSE Corporation Merger, the Class G Conversions "NYSE Mergers"), and the Issuance separate corporate existence of NYSE Merger Corporation Sub shall thereupon cease. NYSE Merger LLC Sub shall be the surviving entity in the NYSE LLC Merger (the "Surviving NYSE Entity") and in connection shall continue its existence under the laws of the State of New York, with all its rights, privileges, immunities, powers and franchises. After the NYSE Mergers, the Surviving NYSE Entity shall continue to be a wholly owned subsidiary of Holdco. (c) At the Effective Time, concurrently with the consummation of the RolloverNYSE LLC Merger, LLC Archipelago Merger Sub shall be merged with and into Company LLC Archipelago (the "Archipelago Merger"), and the separate limited liability company corporate existence of LLC Archipelago Merger Sub shall thereupon cease. Company LLC Archipelago shall be the surviving corporation in the Archipelago Merger (the "Surviving Archipelago Entity") and shall continue as its corporate existence under the surviving company laws of the LLC Merger (sometimes hereinafter referred to as the “Surviving LLC”). From and after the LLC Merger Effective TimeState of Delaware, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC Merger Effective Time with all (i) of the property, its rights, privileges, powers and franchises of Company LLC and LLC Merger Sub will vest in the Surviving LLC; and (ii) debts, liabilities and duties of Company LLC and LLC Merger Sub will become the debts, liabilities and duties of the Surviving LLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (sometimes hereinafter referred to as the “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privilegesimmunities, powers and franchises franchises. As a result of the Company and Company Merger Sub will vest in Archipelago Merger, the Surviving Corporation; and (ii) debts, liabilities and duties Archipelago Entity shall become a wholly owned subsidiary of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving CorporationHoldco.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, at the Closing, the parties shall cause the Partnership Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware (the “DSOS”) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Partnership Merger Certificate”) and (B) all other filings or recordings required under the DRULPA and the DLLCA in order to consummate the Partnership Merger, in each case in accordance with the DRULPA and DLLCA. The Partnership Merger Certificate shall become effective at the time the Partnership Merger Certificate is filed with the DSOS or at such later effective time and date (not to exceed one (1) Business Day after the Partnership Merger Certificate is filed with the DSOS) that is agreed to by the Company and Parent and specified in the Partnership Merger Certificate (the “Partnership Merger Effective Time”). As a result of the Partnership Merger, following the consummation separate existence of Merger Sub II shall cease and the Partnership shall continue its existence as a Subsidiary of the Company LLC Units Redemptions, under the Class G Conversions and the Issuance and in connection with the consummation Laws of the RolloverState of Delaware. The Partnership, LLC Merger Sub shall be merged with and into Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease. Company LLC shall continue in its capacity as the entity surviving company of the LLC Merger (Partnership Merger, is sometimes hereinafter referred to in this Agreement as the “Surviving LLCPartnership.”). From and after the LLC (b) The Partnership Merger Effective Time, the LLC Merger will shall have the effects as set forth in this Agreement, the LLC Partnership Merger Certificate of Merger and the applicable provisions of the DRULPA and the DLLCA. Without limiting the generality of the foregoing, from and subject thereto, at after the LLC Partnership Merger Effective Time Time, all (i) of the rights, privileges and powers of Merger Sub II and the Partnership, and all property, rightsreal, privilegespersonal and mixed, powers and franchises all debts due to any of Company LLC and LLC Merger Sub will vest II and the Partnership, as well as all other things and causes of actions belonging to each of Merger Sub II and the Partnership shall be vested in the Surviving LLC; Partnership, and (ii) shall thereafter be the property of the Surviving Partnership, and all debts, liabilities and duties of Company LLC and LLC each of Merger Sub will become II and the Partnership shall attach to the Surviving Partnership, and may be enforced against the Surviving Partnership to the same extent as if said debts, liabilities and duties have been incurred or contracted by the Surviving Partnership. (c) Subject to compliance with Section 6.07, at the Partnership Merger Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Partnership Merger Effective Time: (i) the name of the Surviving LLCPartnership shall be “Retail Opportunity Investments Partnership, LP” and (ii) the Partnership LPA as in effect immediately prior to the Partnership Merger Effective Time shall be amended by Amendment No. 8 thereto in the form attached hereto as Exhibit B (as Exhibit B may be amended solely by Parent after the date hereof and until a Form of Election is delivered to the Partnership pursuant to Section 3.01(b)(i) to include any other terms determined by Parent that are implemented in compliance with the Partnership LPA as if the terms set forth in Exhibit B were in effect immediately prior to such implementation) (collectively, the “Partnership LPA Amendment”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and in accordance with Applicable Law (the “Amended Partnership LPA”). At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time, shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided by Applicable Law. (bd) Upon From and after the Partnership Merger Effective Time, the officers of the Partnership immediately prior to the Partnership Merger Effective Time, if any, shall be the officers of the Surviving Partnership, each to hold office in accordance with the Amended Partnership LPA until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the Amended Partnership LPA. (e) On the terms and subject to the conditions of this Agreement, at the Closing, the parties shall cause the Company Merger to be consummated by causing articles of merger setting forth the terms of the Company Merger (the “Company Articles of Merger”), and executed in accordance with the relevant provisions of the MGCL, to be filed with, and accepted for record by, the State Department of Assessments and Taxation of Maryland (“Maryland SDAT”). The Company Merger shall become effective at the time the Company Articles of Merger are accepted for record by the Maryland SDAT or at such later effective time and date (not to exceed one (1) Business Day after the Company Articles of Merger are accepted for record by the Maryland SDAT) that is agreed to by the Company and Parent and specified in the Company Articles of Merger (the “Company Merger Effective Time”), it being understood and agreed that the parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. As a result of the Company Merger, the separate corporate existence of Merger Sub I shall cease and the Company shall continue its existence as a wholly owned Subsidiary of Parent under the Laws of the State of Maryland. The Company, in its capacity as the entity surviving the Company Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.” (f) The Company Merger shall have the effects set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company Articles of Merger and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation applicable provisions of the Company Merger (sometimes hereinafter referred to as MGCL. Without limiting the “Surviving Corporation”). From generality of the foregoing, from and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time Surviving Corporation shall possess all (i) of the property, rights, privileges, powers and franchises of the Company and Company Merger Sub will vest in I, and all of the Surviving Corporation; and (ii) debtsobligations, liabilities and duties of the Company and Company Merger Sub will I shall become the debtsobligations, liabilities and duties of the Surviving Corporation. (g) Subject to compliance with Section 6.07, at the Company Merger Effective Time: (i) the name of the Surviving Corporation shall be “Retail Opportunity Investments Corp.”; (ii) the Company Charter shall be amended and restated in its entirety as part of the Company Merger to contain the provisions set forth in Exhibit C (the “Amendment”) and the Company Charter, as so amended, shall be the charter of the Surviving Corporation until, subject to Section 6.07, amended in accordance with the terms therein and Applicable Law; and (iii) unless otherwise jointly determined by Parent and the Company prior to the Company Merger Effective Time, the bylaws of Merger Sub I, as in effect immediately prior to the Company Merger Effective Time, shall be the bylaws of the Surviving Corporation (except that the title thereof shall read “Retail Opportunity Investments Corp. Bylaws”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and in accordance with Applicable Law. (h) From and after the Company Merger Effective Time, the directors of Merger Sub I immediately prior to the Company Merger Effective Time shall be the members of the board of directors of the Surviving Corporation, each to serve in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation. (i) From and after the Company Merger Effective Time, the officers of the Company immediately prior to the Company Merger Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation.