Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, GNL Advisor Sub shall be merged with and into GNL Advisor, whereupon the separate existence of GNL Advisor Sub shall cease, and GNL Advisor shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity in the GNL Advisor Merger (the “Surviving GNL Advisor Entity”). (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, GNL PM Sub shall be merged with and into GNL Property Manager, whereupon the separate existence of GNL PM Sub shall cease, and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger (the “Surviving GNL PM Entity”). (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor Entity, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DLLC ActEnglish Law and French Law, as applicable, at the Technip Effective Time, GNL Advisor Sub the Technip Merger shall occur, upon the consummation of which Technip shall be merged with and into GNL AdvisorTopco, whereupon and without any additional action on the part of Technip, the separate corporate existence of GNL Advisor Sub Technip shall cease, thereupon cease and GNL Advisor Topco shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity company in the GNL Advisor Technip Merger. The Technip Merger (shall have the “Surviving GNL Advisor Entity”)effects set forth in this Agreement, the Cross-Border Merger Terms and the applicable provisions of the UK Merger Regulations and the French Merger Regulations. Without limiting the generality of the foregoing and subject to applicable Law, from and after the Technip Effective Time all of the property, rights, privileges, immunities, powers and franchises of Technip and Topco shall vest in Topco and all of the debts, liabilities and duties of Technip and Topco shall become the debts, liabilities and duties of Topco. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DLLC ActDGCL and DLLCA, at the FMCTI Effective Time, GNL PM the FMCTI Merger shall occur, upon the consummation of which U.S. Merger Sub shall be merged with and into GNL Property ManagerFMCTI, whereupon the separate corporate existence of GNL PM U.S. Merger Sub shall cease, thereupon cease and GNL Property Manager FMCTI shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger corporation (the “FMCTI Merger Surviving GNL PM EntityCorporation”). (c) Upon . The FMCTI Merger shall be preceded by, and shall be conditioned on the terms completion of, the Technip Merger. As a result of the FMCTI Merger, FMCTI shall become a wholly owned, indirect Subsidiary of Topco. The FMCTI Merger shall have the effects specified in the DGCL and DLLCA. 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 to all of the conditions obligations, liabilities and duties of this AgreementFMCTI and U.S. Merger Sub, all as provided under the DGCL and DLLCA. At the FMCTI Effective Time, the certificate of incorporation of FMCTI as in effect immediately prior to the FMCTI Effective Time shall 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 immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the DLLC Act, at certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation. As of the FMCTI Effective Time, RTL Advisor the officers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be merged with and into RTL Advisorthe officers of the FMCTI Merger Surviving Corporation, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject each to the conditions of this Agreement, and hold office in accordance with the DLLC Act, at certificate of incorporation and bylaws of 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 FMCTI 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”)Corporation. (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this AgreementAgreement (i) at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the DLLC ActLaws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, GNL Advisor Merger Sub shall be merged with and into GNL AdvisorCyberonics in accordance with the DGCL, whereupon the separate existence of GNL Advisor Merger Sub shall cease, and GNL Advisor Cyberonics shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity corporation in the GNL Advisor Cyberonics Merger (the “Cyberonics Merger Surviving GNL Advisor EntityCorporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the 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) Upon Without limiting the terms generality of the foregoing and subject to the conditions of this Agreementthereto, and in accordance with the DLLC Act, (i) at the Sorin Merger Effective Time, GNL PM Sub all the property, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall be merged with and into GNL Property Manager, whereupon vest in Holdco as the separate existence of GNL PM Sub shall ceaseSorin Merger Surviving Company, and GNL Property Manager all debts, liabilities, obligations and duties of Holdco and Sorin shall continue under become the name “Global Net Lease Propertiesdebts, LLC” as liabilities, obligations and duties of the surviving entity in the GNL PM Sorin Merger (the “Surviving GNL PM Entity”). (c) Upon the terms and subject to the conditions of this AgreementCompany, and in accordance with the DLLC Act, (ii) at the Cyberonics Merger Effective Time, RTL Advisor all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall be merged with vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and into RTL Advisorall debts, whereupon the separate existence liabilities, obligations and duties of RTL Advisor Cyberonics and Merger Sub shall ceasebecome the debts, liabilities, obligations and RTL Advisor shall continue under duties of the name “Necessity Retail AdvisorsCyberonics Merger Surviving Corporation. After the Mergers, LLC” as the surviving entity in the RTL Advisor Cyberonics Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub Corporation shall be merged with and into RTL Property Manager, whereupon a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of 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 Sorin 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”)Company. (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the parties shall cause the Partnership Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware (the “DSOS”) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Partnership Merger Certificate”) and (B) all other filings or recordings required under the DRULPA and the DLLCA in order to consummate the Partnership Merger, in each case in accordance with the 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, the separate existence of Merger Sub II shall cease and the Partnership shall continue its existence as a Subsidiary of the Company under the Laws of the State of Delaware. The Partnership, in its capacity as the entity surviving the Partnership Merger, is sometimes referred to in this Agreement as the “Surviving Partnership.” (b) The Partnership Merger shall have the effects set forth in this Agreement, the Partnership Merger Certificate and the applicable provisions of the DRULPA and the DLLCA. Without limiting the generality of the foregoing, from and after the Partnership Merger Effective Time, all of the rights, privileges and powers of Merger Sub II and the Partnership, and all property, real, personal and mixed, and all debts due to any of Merger Sub II and the Partnership, as well as all other things and causes of actions belonging to each of Merger Sub II and the Partnership shall be vested in the Surviving Partnership, and shall thereafter be the property of the Surviving Partnership, and all debts, liabilities and duties of each of Merger Sub II and the Partnership shall attach to the Surviving Partnership, and may be enforced against the Surviving Partnership to the same extent as if said debts, liabilities and duties have been incurred or contracted by the Surviving Partnership. (c) Subject to compliance with Section 6.07, at the Partnership Merger Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Partnership Merger Effective Time: (i) the name of the Surviving Partnership shall be “Retail Opportunity Investments Partnership, LP” and (ii) the Partnership LPA as in effect immediately prior to the Partnership Merger Effective Time shall be amended by Amendment No. 8 thereto in the form attached hereto as Exhibit B (as Exhibit B may be amended solely by Parent after the date hereof and until a Form of Election is delivered to the Partnership pursuant to Section 3.01(b)(i) to include any other terms determined by Parent that are implemented in compliance with the Partnership LPA as if the terms set forth in Exhibit B were in effect immediately prior to such implementation) (collectively, the “Partnership LPA Amendment”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and in accordance with Applicable Law (the DLLC Act, at “Amended Partnership LPA”). At the Partnership Merger Effective Time, GNL Advisor Sub the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time, shall be merged with and into GNL Advisor, whereupon the separate existence certificate of GNL Advisor Sub shall cease, and GNL Advisor shall continue under limited partnership of the name “Global Net Lease Advisors, LLC” Surviving Partnership until thereafter amended as the surviving entity in the GNL Advisor Merger (the “Surviving GNL Advisor Entity”)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, the Company Articles of Merger and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, from and after the Company Merger Effective Time, the Surviving Corporation shall possess all property, rights, privileges, powers and franchises of the Company and Merger Sub I, and all of the obligations, liabilities and duties of the Company and Merger Sub I shall become the obligations, 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 DLLC Act, at the Company Merger Effective Time, GNL PM the directors of Merger Sub I immediately prior to the Company Merger Effective Time shall be merged with and into GNL Property Managerthe members of the board of directors of the Surviving Corporation, whereupon the separate existence of GNL PM Sub shall cease, and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger (the “Surviving GNL PM Entity”). (c) Upon the terms and subject each to the conditions of this Agreement, and serve in accordance with the DLLC ActMGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualify, at the Effective Timeor until their earlier death, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and resignation or removal in accordance with the DLLC Act, at MGCL and the charter and bylaws of the Surviving Corporation. (i) From and after the Company Merger Effective Time, RTL PM Sub the officers of the Company immediately prior to the Company Merger Effective Time shall be merged with and into RTL Property Manager, whereupon the separate existence officers 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 EntityCorporation, each to hold office in accordance with the MGCL and the charter and bylaws of the Surviving GNL PM Entity 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 RTL Advisor Entity and the Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”)Corporation. (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DLLC ActMGCL and the DLLCA, at the Company Merger Effective Time, GNL Advisor Sub the Company shall be merged with and into GNL AdvisorMerger Sub I, whereupon the separate existence of GNL Advisor Sub shall the Company will cease, and GNL Advisor shall continue under with Merger Sub I surviving the name “Global Net Lease AdvisorsCompany Merger (Merger Sub I, LLC” as the surviving entity in the GNL Advisor Merger (Company Merger, sometimes being referred to herein as the “Surviving GNL Advisor 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 of set forth in this Agreement, and in accordance with the DLLC ActDLLCA and the DRULPA, at the Partnership Merger Effective Time, GNL PM Merger Sub II shall be merged with and into GNL Property Managerthe Partnership, whereupon the separate existence of GNL PM Merger Sub shall II will cease, and GNL Property Manager shall continue under with the name “Global Net Lease PropertiesPartnership surviving the Partnership Merger (the Partnership, LLC” as the surviving entity in the GNL PM Merger (Partnership Merger, sometimes being referred to herein as the “Surviving GNL PM EntityPartnership”), 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 of set forth in this Agreement, and in accordance with the DLLC ActDLLCA, at the Operations Merger Effective Time, RTL Advisor Sub Operations shall be merged with and into RTL AdvisorMerger Sub III, whereupon the separate existence of RTL Advisor Sub shall Operations will cease, and RTL Advisor shall continue under with Merger Sub III surviving the name “Necessity Retail AdvisorsOperations Merger (Merger Sub III, LLC” as the surviving entity in the RTL Advisor Merger (Operations Merger, sometimes being referred to herein as the “Surviving RTL Advisor Operations Entity”). (d) Upon , such that following and as a result of 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 EntityOperations Merger, the Surviving GNL PM Operations Entity will be a wholly owned Subsidiary of 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 Partnership. The Operations Merger shall have the effects provided in this Agreement and the Operations Certificate of Merger (as defined below), and as specified in the DLLC Actapplicable provisions of the DLLCA.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with Delaware General Corporation Law (“DGCL”) and the DLLC ActNorth Carolina Business Corporation Act (the “NCBCA”), at the Effective Time, GNL Advisor Sub Time Vantage shall be merged merge with and into GNL AdvisorYadkin. Yadkin, whereupon the separate existence of GNL Advisor Sub shall cease, and GNL Advisor shall continue under the name of Yadkin Financial Corporation, shall be the Surviving Corporation in the Vantage 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 Vantage shall cease. (b) Subject to the terms and conditions of this Agreement, in accordance with DGCL and the NCBCA, at the Effective Time 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 State of North Carolina. As of the Effective Time, the separate corporate existence of 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 “Global Net Lease Advisors, LLC” as Bank Merger”). Yadkin Bank shall be the surviving entity in the GNL Advisor Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the separate corporate existence of Vantage Bank shall cease. The parties agree that the Bank Merger shall 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 Exhibit A (the “Surviving GNL Advisor EntitySubsidiary Plan of Merger”). (b) Upon , with such changes thereto as Vantage and Yadkin may mutually agree upon. In order to obtain the terms and subject necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the conditions filing of this Agreementapplications for such Regulatory Approvals: (i) Yadkin shall cause Yadkin Bank to approve the Subsidiary Plan of Merger; (ii) Yadkin, and in accordance with the DLLC Act, at the Effective Time, GNL PM Sub shall be merged with and into GNL Property Manager, whereupon the separate existence of GNL PM Sub shall cease, and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in sole shareholder of Yadkin Bank, shall approve the GNL PM 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 “Surviving GNL PM Entity”). Subsidiary Plan of Merger; (cv) Upon the terms and subject to the conditions of this AgreementVantage, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in sole shareholder of Vantage Bank, shall approve the RTL Advisor Subsidiary Plan of Merger; and (vi) Vantage shall cause Vantage Bank to duly execute and deliver the Subsidiary Plan of Merger (the “Surviving RTL Advisor Entity”)to Yadkin. (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 provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DLLC applicable provisions of the Delaware Limited Liability Company Act (the “LLC Act”), at the Effective Time, GNL Advisor Sub the EBG Merger shall be consummated pursuant to which EBG MergerCo shall be merged with and into GNL Advisor, whereupon EBG and the separate existence of GNL Advisor Sub EBG MergerCo shall cease. After the EBG Merger, and GNL Advisor EBG shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity company (sometimes hereinafter referred to as the “EBG Surviving Company”) and shall continue to be governed by the laws of the State of Delaware. The EBG Merger shall have the effect as provided in the GNL Advisor Merger (applicable provisions of the “LLC Act. Without limiting the generality of the foregoing, at the Effective Time, all the rights, privileges, immunities, powers and franchises of EBG MergerCo and EBG shall vest in the EBG Surviving GNL Advisor Entity”)Company and all restrictions, obligations, duties, debts and liabilities of EBG MergerCo and EBG shall be the restrictions, obligations, duties, debts and liabilities of the EBG Surviving Company. (b) Upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DLLC applicable provisions of the LLC Act, at the Effective Time, GNL PM Sub the Astoria Merger shall be consummated pursuant to which Astoria MergerCo shall be merged with and into GNL Property Manager, whereupon Astoria and the separate existence of GNL PM Sub Astoria MergerCo shall cease. After the Astoria Merger, and GNL Property Manager Astoria shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity company (sometimes hereinafter referred to as the “Astoria Surviving Company”) and shall continue to be governed by the laws of the State of Delaware. The Astoria Merger shall have the effect as provided in the GNL PM Merger (applicable provisions of the “Surviving GNL PM Entity”). (c) Upon LLC Act. Without limiting the terms and subject to generality of the conditions of this Agreement, and in accordance with the DLLC Actforegoing, at the Effective Time, RTL Advisor Sub all the rights, privileges, immunities, powers and franchises of Astoria and Astoria MergerCo shall vest in the Astoria Surviving Company and all restrictions, obligations, duties, debts and liabilities of Astoria and Astoria MergerCo shall be merged with the restrictions, obligations, duties, debts and into RTL Advisor, whereupon liabilities of the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Astoria Surviving RTL Advisor Entity”)Company. (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 provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DLLC Act, at the Effective Time, GNL Advisor 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 be merged merge with and into GNL AdvisorKatonah (the “Katonah Merger”), whereupon in accordance with the Delaware Law, and following the Katonah Merger, the separate limited liability company existence of GNL Advisor Merger Sub 1 shall cease, cease and GNL Advisor Katonah shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity in limited liability company of the GNL Advisor Merger Katonah Merger, with all its property (the “Surviving GNL Advisor EntityCompany 1”) and as a wholly-owned Subsidiary of the Purchaser. From and after the Effective Time, the 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 provided in this Agreement, the applicable Certificate of Merger (as defined below), and the applicable provisions of the Delaware Law. As a result of the Katonah 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. (bii) Upon Merger Sub 2 shall merge with and into Trimaran (the terms and subject to the conditions of this Agreement“Trimaran Merger”), and in accordance with the DLLC ActDelaware Law, at and following the Trimaran Merger, the separate limited liability company existence of Merger Sub 2 shall cease and Trimaran shall continue as the surviving limited liability company of the Trimaran Merger, with all its property (the “Surviving Company 2”) and as a wholly-owned Subsidiary of the Purchaser. From and after the Effective Time, GNL PM the Surviving Company 2 shall succeed to all the assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Trimaran Merger, and with the effects of the Trimaran Merger to be as provided in this Agreement, the applicable Certificate of Merger (as defined below), and the applicable provisions of the Delaware Law. As a result of the Trimaran Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 2, as of immediately prior to the Trimaran Merger, shall be merged 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 GNL Property Manager, whereupon the separate existence of GNL PM Sub shall cease, and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger Trimaran Management (the “Surviving GNL PM Entity”). (c) Upon the terms and subject to the conditions of this AgreementTrimaran Management Merger” and, and in accordance together with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Katonah Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor Entity, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM EntityTrimaran Merger, each, a “Surviving EntityMerger” and collectively, the “Surviving EntitiesMergers”). , in accordance with the Delaware Law, and following the Trimaran Management Merger, the separate limited liability company existence of Merger Sub 3 shall cease and Trimaran Management shall continue as the surviving limited liability company of the Trimaran Management Merger, with all its property (ethe “Surviving Company 3” and, together with the Surviving Company 1 and the Surviving Company 2, the “Surviving Companies”) Each and as a wholly-owned Subsidiary of Internalization Mergers the Purchaser. From and after the Effective Time, the Surviving Company 3 shall have succeed to all the assets, rights, privileges, immunities, powers and franchises to continue unaffected by the Trimaran Management Merger, and with the effects of the Trimaran Management Merger to be as provided in this Agreement Agreement, the applicable Certificate of Merger (as defined below), and the applicable provisions of the Delaware Law. As a result of the Trimaran Management Merger, (x) the issued and outstanding limited liability company interests of Merger Sub 3, as specified in of immediately prior to the DLLC ActTrimaran Management Merger, shall be converted into the validly issued, fully paid and non-assessable outstanding limited liability company interests of the Surviving Company 3 and (y) the issued and outstanding limited liability company interests of Trimaran Management, as of immediately prior to the Trimaran Management Merger, shall be converted into the right to receive the Trimaran Management Merger Consideration.

The Mergers. (a) Upon the terms and subject to the satisfaction or written waiver (where permissible) of the conditions of this Agreementset forth in Article VIII, and in accordance with the DLLC Actapplicable provisions of the DGCL, the DLLCA and this Agreement, as applicable: (a) at the Blocker Mergers Effective Time, GNL Advisor (i) Blocker Merger Sub 1 shall be merged with and into Blocker 1, the separate corporate existence of Blocker Merger Sub 1 shall cease and Blocker 1 shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent (the “Surviving Blocker 1”), (ii) Blocker Merger Sub 2 shall be merged with and into Blocker 2, the 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, each of Surviving Blocker 1, Surviving Blocker 2 and Surviving Blocker 3 shall be merged with and into Parent Merger Sub, the separate corporate existence of each of Surviving Blocker 1, Surviving Blocker 2 and Surviving Blocker 3 shall cease and the Parent Merger Sub shall continue as the surviving limited liability company and as a wholly-owned Subsidiary of Parent (the “Surviving Parent Merger Sub”, and also referred to as “Parent Merger Sub”, as the context may require); (c) at the Company Merger Effective Time, Opco Merger Sub shall be merged with and into GNL Advisorthe Company, whereupon the separate existence of GNL Advisor Opco Merger Sub shall cease, cease and GNL Advisor the Company shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity in the GNL Advisor Merger limited liability company and as a wholly-owned Subsidiary of Opco (the “Surviving GNL Advisor EntityCompany”)., and also referred to as the “Company”, 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; (bd) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Bondco Merger Effective Time, GNL PM Bondco shall be merged with and into Opco, the 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 Effective Time, Management Merger Sub shall be merged with and into GNL Property ManagerManagement Holdings, whereupon the separate existence of GNL PM Management Merger Sub shall cease, cease and GNL Property Manager Management Holdings shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity 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 the GNL PM Merger Surviving Management Holdings LLCA (the “Surviving GNL PM EntityManagement Holdings”). (c) Upon the terms and subject to the conditions of this Agreement, and in accordance ; together with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor EntityBlocker 1, the Surviving GNL PM Entity Blocker 2, the Surviving RTL Advisor Entity and Blocker 3, the Surviving RTL PM EntityParent Merger Sub, eachthe Surviving Company and Opco, a “Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DLLC ActDLLCA, at the Effective Time, GNL Advisor LMA Merger Sub shall be merged merge with and into GNL AdvisorLMA. Following the LMA Merger, whereupon the separate limited liability company existence of GNL Advisor LMA Merger Sub shall cease, will cease and GNL Advisor shall LMA will continue under the name “Global Net Lease Advisors, LLC” as the surviving entity 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 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 (the “LMA Certificate of Merger”). The LMA Merger will be effective at such time as the Parties duly file the 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 Companies agree in writing and specify in the GNL Advisor LMA Certificate of Merger (the “Surviving GNL Advisor EntityLMA Effective Time”). (b) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DLLC ActDLLCA, at the Effective Time, GNL PM Abacus Merger Sub shall be merged merge with and into GNL Property ManagerAbacus. Following the Abacus Merger, whereupon the separate limited liability company existence of GNL PM Abacus Merger Sub shall cease, will cease and GNL Property Manager shall Abacus will continue under the name “Global Net Lease Properties, LLC” as the surviving entity 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 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 (the “Abacus Certificate of Merger,” together with the LMA Certificate of Merger, the “Certificates of Merger”). 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 Abacus agree in writing and specify in the GNL PM Abacus Certificate of Merger (the “Surviving GNL PM EntityAbacus Effective Time” and, together with the LMA Effective Time, the “Effective Time”). (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor Entity, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (ai) Upon On the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DLLC ActDGCL, on the Closing Date, Merger Sub I shall merge with and into Hyperfine at the Effective Time. Following the Effective Time, GNL Advisor Sub shall be merged with and into GNL Advisor, whereupon the separate existence of GNL Advisor Merger Sub I shall cease, cease and GNL Advisor Hyperfine shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity in company of the GNL Advisor Hyperfine Merger (the “Surviving GNL Advisor Hyperfine Entity”). (bii) Upon On the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DLLC ActDGCL, on the Closing Date, Merger Sub II shall merge with and into Liminal at the Effective Time. Following the Effective Time, the separate existence of Merger Sub II shall cease and Liminal shall continue as the surviving company of the Liminal Merger (the “Surviving Liminal Entity,” and together with the Surviving Hyperfine Entity, the “Surviving Companies”). (iii) At the Closing, Hyperfine and Parent shall cause a certificate of merger, in a form reasonably satisfactory to Hyperfine and Parent (the “Hyperfine Certificate of Merger”), to be 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 “Effective Time”). (iv) At the Closing, Liminal and Parent shall cause a certificate of merger, in a form reasonably satisfactory to Liminal and Parent (the “Liminal Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Liminal Merger will also become effective at the Effective Time, which will be specified in the Liminal Certificate of Merger. (v) Each Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, GNL PM all of the assets, properties, rights, privileges, powers and franchises of the applicable Company Party and Merger Sub shall be merged with vest in the applicable Surviving Company and into GNL Property Managerall debts, whereupon liabilities, obligations, restrictions, disabilities and duties of the separate existence of GNL PM applicable Company Party and the applicable Merger Sub shall ceasebecome the debts, liabilities, obligations and duties of the applicable Surviving Company, 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 GNL Property Manager shall continue under the name of the Surviving Liminal Entity shall be “Global Net Lease PropertiesLiminal Operations, LLC” Inc.”, in each case, until thereafter changed or amended as provided therein or by applicable Law. (vii) At the surviving entity 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 GNL PM 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 (the each such share, a share of “Surviving GNL PM EntityCompany Common Stock”). (cix) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at At the Effective Time, RTL Advisor Sub 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 merged with automatically canceled and extinguished and converted into RTL Advisorthe right to receive the number of shares of New Parent Class A Common Stock equal to the Hyperfine Exchange Ratio, whereupon (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 separate existence Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of RTL Advisor Sub 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 ceasebe 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 RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” (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 the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject of immediately prior to the conditions Effective Time shall be automatically canceled and extinguished and converted into the right to receive the number of this Agreement, shares of New Parent Class B Common Stock equal to the Liminal Exchange Ratio. From and in accordance with the DLLC Act, at after 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 each Company Parties Stockholder’s certificates (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 EntitiesCertificates”), 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. (ex) Each At the Effective Time, by virtue of Internalization 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 have the effects provided in this Agreement be automatically canceled and as specified in the DLLC Actextinguished, and no consideration shall be paid with respect thereto.

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DLLC Act, at : (a) Prior to the Effective Time, GNL Advisor 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 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 Archipelago Merger and after the completion of the NYSE Corporation Merger, NYSE Merger Corporation Sub shall be merged with and into GNL AdvisorNYSE Merger LLC Sub (the "NYSE LLC Merger" and, whereupon together with the NYSE Corporation Merger, the "NYSE Mergers"), and the separate corporate existence of GNL Advisor NYSE Merger Corporation Sub shall thereupon cease, and GNL Advisor . NYSE Merger LLC Sub shall continue under the name “Global Net Lease Advisors, LLC” as be the surviving entity in the GNL Advisor NYSE LLC Merger (the “"Surviving GNL Advisor NYSE Entity”)") and shall continue its existence under the laws of the State of New York, with all its rights, privileges, immunities, powers and franchises. After the NYSE Mergers, the Surviving NYSE Entity shall continue to be a wholly owned subsidiary of Holdco. (bc) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at At the Effective Time, GNL PM concurrently with the NYSE LLC Merger, Archipelago Merger Sub shall be merged with and into GNL Property ManagerArchipelago (the "Archipelago Merger"), whereupon and the separate corporate existence of GNL PM Archipelago Merger Sub shall thereupon cease, and GNL Property Manager . Archipelago shall continue under the name “Global Net Lease Properties, LLC” as be the surviving entity corporation in the GNL PM Archipelago Merger (the “"Surviving GNL PM Archipelago Entity”). (c") Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue its corporate existence under the name “Necessity Retail Advisorslaws of the State of Delaware, LLC” as with all its rights, privileges, immunities, powers and franchises. As a result of the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor EntityArchipelago Merger, the Surviving GNL PM Archipelago Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, each, shall become a “Surviving Entity” and collectively, the “Surviving Entities”)wholly owned subsidiary of Holdco. (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

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 the First Plan of this AgreementMerger: (i) Parent, DE Merger Sub I and in accordance with the DLLC Act, at the Effective Time, GNL Advisor Insite shall cause DE Merger Sub shall I to be merged with and into GNL AdvisorInsite in accordance with Delaware Law, whereupon the separate existence of GNL Advisor DE Merger Sub I shall cease, and GNL Advisor Insite shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity 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 GNL Advisor separate existence of Bermuda Merger Sub I shall cease, and STC shall continue as the surviving company, being a Cayman Islands exempted company (the “Surviving GNL Advisor EntityCayman Corporation”). (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 Agreement and the Second Plan of this AgreementMerger: (i) Parent, DE Merger Sub II and in accordance with the DLLC Act, at First Surviving DE Corporation shall cause the Effective Time, GNL PM Sub shall First Surviving DE Corporation to be merged with and into GNL Property ManagerDE Merger Sub II in accordance with Delaware Law, whereupon the separate existence of GNL PM Sub the First Surviving DE Corporation shall cease, and GNL Property Manager DE Merger Sub II shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger company (the “Final Surviving GNL PM EntityDE 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 Surviving Cayman Corporation shall cease, and Bermuda Merger Sub II shall continue as the surviving company, being a Bermuda exempted company (the “Final Surviving Bermuda Corporation” and, together with the Final Surviving DE Corporation, the “Surviving Corporations”). (c) Upon From and after the Second DE Effective Time and the Second Bermuda Effective Time, as applicable, the effect of the DE Merger and Bermuda Merger, respectively, shall be as provided in this Agreement and the applicable provisions of Delaware Law, Bermuda Law or Cayman Law, as applicable, and (i) the Final Surviving DE Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Insite, DE Merger Sub I, the First Surviving DE Corporation and DE Merger Sub II, all as provided under Delaware Law, and (ii) the Final Surviving Bermuda Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of STC, Bermuda Merger Sub I, the Surviving Cayman Corporation and Bermuda Merger Sub II, all as provided under Bermuda Law and Cayman Law, as applicable. (d) Subject to the provisions of Article 11, the closing of the DE Merger and the Bermuda Merger (the “Closing”) shall take place (i) in New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, 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 subject to the conditions of this Agreementagreement (the “First Plan of Merger”) and any other appropriate documents, and in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the DLLC Actrelevant provisions of Bermuda Law and Cayman Law and, at on the Effective Time, RTL Advisor Sub Closing Date or as soon as practicable thereafter shall be merged with make all other filings or recordings required under Bermuda Law and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall ceaseCayman Law, and RTL Advisor on the Closing Date Bermuda Merger Sub I shall continue under cause an application for registration of the name “Necessity Retail Advisors, LLC” as Surviving Cayman Corporation to be executed and delivered to the surviving entity Registrar of Companies in the RTL Advisor Merger Bermuda (the “Surviving RTL Advisor EntityBermuda 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”). (df) Upon At the terms Closing, immediately following receipt of evidence from the Bermuda Registrar and subject 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 conditions First DE Merger (the “First DE Certificate of this AgreementMerger”) and any other appropriate documents, and in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the DLLC Actrelevant 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 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” such time as the surviving entity 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 RTL PM Merger First Certificate of 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 EntitiesDE Effective Time”). (eg) Each 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 Internalization Mergers 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 have consider Seller’s comments thereto in good faith), in accordance with the effects 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 this Agreement good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as specified 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 DLLC ActSecond 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 conditions of this Agreement, and in accordance with the DLLC ActDRULPA, at the OP Merger Effective Time, GNL Advisor OP Merger Sub shall be merged merge with and into GNL AdvisorCompany OP, whereupon the separate existence of GNL Advisor OP Merger Sub shall cease, and GNL Advisor Company OP shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity in the GNL Advisor OP Merger. The OP Merger (shall have the “effects provided in this Agreement and as specified in the DRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the OP Merger Effective Time, the Partnership Surviving GNL Advisor Entity shall possess all properties, rights, privileges, powers and franchises of Company OP and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company OP and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity”). (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC ActDRULPA, at the DownREIT Merger Effective Time, GNL PM DownREIT Merger Sub shall be merged merge with and into GNL Property ManagerDownREIT, whereupon the separate existence of GNL PM DownREIT Merger Sub shall cease, and GNL Property Manager DownREIT shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM DownREIT Merger. The DownREIT Merger (shall have the “effects provided in this Agreement and as specified in the DRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the DownREIT Merger Effective Time, the DownREIT Surviving GNL PM Entity shall possess all properties, rights, privileges, powers and franchises of DownREIT and DownREIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of DownREIT and DownREIT Merger Sub shall become the claims, obligations, liabilities, debts and duties of the DownREIT Surviving Entity”). (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC ActMGCL and the MRL, at the REIT Merger Effective Time, RTL Advisor Sub Company shall be merged with and into RTL AdvisorREIT Merger Sub, whereupon the separate existence of RTL Advisor Sub Company shall cease, and RTL Advisor REIT Merger Sub shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor REIT Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon governed by the separate existence laws 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 State of Maryland. The REIT 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 provided in this Agreement and as specified set forth in the DLLC ActMGCL, 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 shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity.

The Mergers. (a) Upon At the Pre-Closing Paramount Merger Effective Time, on the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DLLC Act, at the Effective Time, GNL Advisor Paramount Merger Sub shall be merged with and into GNL AdvisorParamount in accordance with the DGCL, whereupon the separate corporate existence of GNL Advisor Paramount Merger Sub shall cease, cease and GNL Advisor Paramount shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity corporation in the GNL Advisor Pre-Closing Paramount Merger. At the New Paramount Merger (the “Surviving GNL Advisor Entity”). (b) Upon Effective Time, on the terms and subject to the conditions of set forth in this Agreement, Paramount Merger Sub II shall be merged with and into New Paramount in accordance with the DLLC ActDGCL, at whereupon the 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, GNL PM on the terms and subject to the conditions set forth in this Agreement, Skydance Merger Sub shall be merged with and into GNL Property ManagerSkydance in accordance with the CLLCA, whereupon the separate existence of GNL PM Skydance Merger Sub shall cease, cease and GNL Property Manager Skydance shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger Skydance Merger. As a result of the Mergers, (the “Surviving GNL PM Entity”). (ci) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Pre-Closing Paramount Merger Effective Time, RTL Advisor Sub the Surviving Paramount Entity shall be merged with and into RTL Advisorbecome a wholly owned, whereupon the separate existence direct Subsidiary of RTL Advisor Sub shall ceaseNew Paramount, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Merger (the “Surviving RTL Advisor Entity”). (dii) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Skydance Merger 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 EntitySkydance Entity shall become, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, eachdirectly or indirectly, a “Surviving Entity” and collectively, the “Surviving Entities”)wholly owned Subsidiary of New Paramount. (e) Each of Internalization Mergers shall have the effects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with Delaware General Corporation Law (“DGCL”) and the DLLC ActNorth Carolina Business Corporation Act (the “NCBCA”), at the Effective Time, GNL Advisor Sub Time Vantage shall be merged merge with and into GNL AdvisorYadkin. Yadkin, whereupon the separate existence of GNL Advisor Sub shall cease, and GNL Advisor shall continue under the name of Yadkin Financial Corporation, shall be the Surviving Corporation in the Vantage 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 Vantage shall cease. (a) Subject to the terms and conditions of this Agreement, in accordance with DGCL and the NCBCA, at the Effective Time 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 State of North Carolina. As of the Effective Time, the separate corporate existence of Piedmont shall cease. (b) Immediately following the Effective Time, Vantage Bank will merge with and into Yadkin Bank, a wholly owned subsidiary of Yadkin (the “Global Net Lease Advisors, LLC” as Bank Merger”). Yadkin Bank shall be the surviving entity in the GNL Advisor Bank Merger and shall continue its corporate existence, and, following the Bank Merger, the separate corporate existence of Vantage Bank shall cease. The parties agree that the Bank Merger shall 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 Exhibit A (the “Surviving GNL Advisor EntitySubsidiary Plan of Merger”). (b) Upon , with such changes thereto as Vantage and Yadkin may mutually agree upon. In order to obtain the terms and subject necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the conditions filing of this Agreementapplications for such Regulatory Approvals: (i) Yadkin shall cause Yadkin Bank to approve the Subsidiary Plan of Merger; (ii) Yadkin, and in accordance with the DLLC Act, at the Effective Time, GNL PM Sub shall be merged with and into GNL Property Manager, whereupon the separate existence of GNL PM Sub shall cease, and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in sole shareholder of Yadkin Bank, shall approve the GNL PM 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 “Surviving GNL PM Entity”). Subsidiary Plan of Merger; (cv) Upon the terms and subject to the conditions of this AgreementVantage, and in accordance with the DLLC Act, at the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in sole shareholder of Vantage Bank, shall approve the RTL Advisor Subsidiary Plan of Merger; and (vi) Vantage shall cause Vantage Bank to duly execute and deliver the Subsidiary Plan of Merger (the “Surviving RTL Advisor Entity”)to Yadkin. (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 provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon Subject to the terms and subject to the conditions of this Agreement, and pursuant to the provisions of the Ohio General Corporation Law (the "OGCL") and applicable federal laws and regulations, Merger Sub shall merge with and into Lincoln (the "Merger") in accordance with the DLLC Act, terms of a plan of merger in substantially the form of the Plan of Merger attached as Exhibit A to this agreement (the "Merger Agreement"). The separate corporate existence of Merger Sub shall cease at the date and time indicated on the Certificate of Merger (the "Effective Time"). Lincoln shall be the surviving corporation of the Merger (the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Ohio. The name of the Surviving Corporation shall be as stated in the Articles of Incorporation of Lincoln immediately prior to the Effective Time. The Articles of Incorporation and Constitution of Lincoln as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Constitution of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation. From and after the Effective Time, GNL Advisor Sub the Surviving Corporation shall be merged with possess all assets and into GNL Advisor, whereupon the separate existence property of GNL Advisor Sub shall ceaseevery description, and GNL Advisor shall continue under the name “Global Net Lease Advisors, LLC” as the surviving entity every interest in the GNL Advisor assets and property, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as a private nature, of Merger (the “Surviving GNL Advisor Entity”).Sub and Lincoln and all obligations belonging or due to each of them; (b) Upon Immediately following the terms and subject to Merger, the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, GNL PM Sub Surviving Corporation shall be merged merge with and into GNL Property Manager, whereupon the separate existence of GNL PM Sub shall cease, and GNL Property Manager shall continue under the name “Global Net Lease Properties, LLC” as the surviving entity in the GNL PM Merger First Federal (the “Surviving GNL PM Entity”"Interim Merger").; (c) Upon With the terms consent of Lincoln, which consent shall not be unreasonably withheld, First Federal and subject to Merger Sub may at any time change the conditions method of this Agreement, and in accordance with effecting the DLLC Act, at Merger or the Effective Time, RTL Advisor Sub shall be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the surviving entity in the RTL Advisor Interim Merger (the “Surviving RTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DLLC Act, at the Effective Time, RTL PM Sub shall be merged with and into RTL Property Manager, whereupon the separate existence of RTL PM Sub shall cease, and RTL Property Manager shall continue under the name “Necessity Retail Properties, LLC” as the surviving entity in the RTL PM Merger (the “Surviving RTL PM Entity”) (the Surviving GNL Advisor Entity, the Surviving GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”"Bank Merger") if and to the extent First Federal deems such change to be desirable; provided, however, that no such change shall (i) alter or change the amount of the Per Share Merger Consideration (hereinafter defined) or the Preferred Share Consideration (hereinafter defined). , (eii) Each be likely to materially delay or jeopardize receipt of Internalization Mergers shall have any required regulatory approvals or materially delay or prevent the effects provided in satisfaction of any conditions to the Closing (hereinafter defined) or (iii) cause Lincoln to occur any additional expense. Lincoln shall, if requested by First Federal, enter into one or more amendments to this Agreement and as specified prior to the Effective Time in the DLLC Actorder to effect any such change.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, at the GA Effective Time and in accordance with the DLLC ActDGCL, at the Effective Time, GNL Advisor Sub NewCo 1 shall be merged with and into GNL Advisor, whereupon GA Inc. pursuant to which (x) the separate corporate existence of GNL Advisor Sub NewCo 1 shall cease, and GNL Advisor (y) GA Inc. shall continue under the name “Global Net Lease Advisors, LLC” as be the surviving entity in the GNL Advisor GA Merger (thereinafter, the “GA Surviving GNL Advisor EntityCorporation”).) 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 GA Inc. and NewCo 1 will vest in the GA Surviving Corporation, and all of the debts, liabilities, obligations and duties of GA Inc. and NewCo 1 will become the debts, liabilities, obligations and duties of the GA Surviving Corporation; (b) Upon the terms and subject to the conditions of this Agreement, at the GBOS Effective Time and in accordance with the DLLC ActDGCL, at the Effective Time, GNL PM Sub NewCo 2 shall be merged with and into GNL Property Manager, whereupon GBOS Inc. pursuant to which (x) the separate corporate existence of GNL PM Sub NewCo 2 shall cease, and GNL Property Manager (y) GBOS Inc. shall continue under the name “Global Net Lease Properties, LLC” as be the surviving entity in the GNL PM GBOS Merger (thereinafter, the “GBOS Surviving GNL PM EntityCorporation”).) 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 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 AgreementAgreement immediately following the GA Effective Time, and in accordance with the DLLC DGCL and the Act, at the Effective Time, RTL Advisor Sub GA Surviving Corporation shall be merged with and into RTL Advisor, whereupon NewCo 3 pursuant to which (x) the separate corporate existence of RTL Advisor Sub the GA Surviving Corporation shall cease, and RTL Advisor (y) NewCo 3 shall continue under the name “Necessity Retail Advisors, LLC” as be the surviving entity in the RTL Advisor NewCo 3 Merger (thereinafter, the “GA Surviving RTL Advisor 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 GA Surviving Corporation and NewCo 3 will vest in the GA Surviving Entity, and all of the debts, liabilities, obligations and duties of the GA Surviving Corporation and NewCo 3 will become the debts, liabilities, obligations and duties of the GA Surviving Entity. (d) Upon the terms and subject to the conditions of this Agreement, immediately following the GBOS Effective Time, and in accordance with the DLLC DGCL and the Act, at the Effective Time, RTL PM Sub GBOS Surviving Corporation shall be merged with and into RTL Property Manager, whereupon NewCo 4 pursuant to which (x) the separate corporate existence of RTL PM Sub the GBOS Surviving Corporation shall cease, and RTL Property Manager (y) NewCo 4 shall continue under the name “Necessity Retail Properties, LLC” as be the surviving entity in the RTL PM NewCo 4 Merger (thereinafter, the “GBOS Surviving RTL PM 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 GNL Advisor Corporation and NewCo 4 will vest in the GBOS Surviving Entity, and all of the debts, liabilities, obligations and duties of the GBOS Surviving GNL PM Entity Corporation and NewCo 4 will become the Surviving RTL Advisor Entity debts, liabilities, obligations and duties of the Surviving RTL PM Entity, each, a “GBOS Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of Internalization Mergers shall have the effects provided in The parties intend that this Agreement shall constitute a “plan of merger” for all purposes under the DGCL and as specified in the DLLC ActDLLCA.