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 DRULPA and the DLLCA, at the Partnership Merger Effective Time, Operating Partnership shall merge with and into OP Merger Sub, whereupon the separate existence of Operating Partnership shall cease, and OP Merger Sub shall continue as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of Company shall cease, and REIT M▇▇▇▇▇ Sub shall continue as the surviving entity in the REIT Merger. The REIT Merger shall have the effects set forth in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company and REIT M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement: (i) at the First Effective Time, and in accordance with the DRULPA and Delaware General Corporation Law (the DLLCA“DGCL”), at the Partnership Merger Effective Time, Operating Partnership shall merge with and into OP Merger Sub, whereupon the separate existence of Operating Partnership shall cease, and OP Merger Sub shall continue as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, Company I shall be merged with and into REIT Merger Subthe Company, whereupon the separate corporate existence of Company Merger Sub shall cease, and REIT M▇▇▇▇▇ Sub the Company shall continue as the surviving entity corporation (the “Initial Surviving Corporation”) in the REIT Merger. The REIT First Merger and a wholly owned Subsidiary of Parent; and (ii) at the Second Effective Time, in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation shall have be merged with and into Merger Sub II, the effects set forth separate corporate existence of the Initial Surviving Corporation shall cease, and Merger Sub II shall continue as the surviving company (the “Surviving Company”) in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from Second Merger. (b) From and after the REIT Merger Second Effective Time, all the REIT Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of the Company and REIT the Merger Sub, Subs shall be vested in the Surviving Company and all of the claimsdebts, obligations, liabilities, debts and duties of Company and REIT M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts restrictions and duties of the REIT Company and the Merger Subs shall become the debts, obligations, liabilities and duties of the Surviving EntityCompany, all as provided under the DGCL and DLLCA and except as set forth in this Article II. After the Mergers, the Surviving Company shall be a wholly owned Subsidiary of Parent.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA and the DLLCADRULPA, at the Partnership Merger Effective Time, Operating Partnership Merger Sub shall merge with and into OP Merger SubCompany LP, whereupon the separate existence of Operating Partnership Merger Sub shall cease, and OP Merger Sub Company LP shall continue under the name “GOV NEW OPPTY LP” as the surviving entity in the Partnership MergerSurviving Entity. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCADRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Company LP and Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Company LP and Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCAMD REIT Law, at the REIT Merger Effective Time, the Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of the Company shall cease, and REIT M▇▇▇▇▇ Merger Sub shall continue under the name “GOV NEW OPPTY REIT” as the surviving entity in the REIT MergerSurviving Entity. The REIT Merger shall have the effects set forth provided in this Agreement and as specified in the MGCL, the DLLCA and this AgreementMD REIT Law. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and REIT M▇▇▇▇▇ Merger Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity.

The Mergers. (a) Upon At the First Merger Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL and upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA and the DLLCA, at the Partnership Merger Effective Time, Operating Partnership shall merge with and into OP Merger Sub, whereupon the separate existence of Operating Partnership shall cease, and OP Merger Sub shall continue as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA cease and the DLLCACompany shall be the Surviving Corporation. Without limiting the generality of the foregoing, and subject thereto, from From and after the Partnership First Merger Effective Time, all the Partnership Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of Operating Partnership the Company and OP Merger Sub, Sub shall be vested in the Surviving Corporation and all of the claimsdebts, obligations, liabilities, debts restrictions and duties of Operating Partnership the Company and OP Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Partnership Surviving EntityCorporation, all as provided under the DGCL. (b) Upon At the Second Merger Effective Time, Surviving Corporation shall be merged with and into NewCo in accordance with the DGCL and DLLCA and upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of Company Surviving Corporation shall cease, cease and REIT M▇▇▇▇▇ Sub NewCo shall continue as be the surviving entity in the REIT MergerSurviving Company. The REIT Merger shall have the effects set forth in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from From and after the REIT Second Merger Effective Time, all the REIT Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of the Company, Merger Sub and the Surviving Corporation shall be vested in Surviving Company and REIT Merger Sub, and all of the claimsdebts, obligations, liabilities, debts and duties of Company and REIT M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts restrictions and duties of the REIT Company, Merger Sub and the Surviving EntityCorporation shall become the debts, obligations, liabilities and duties of the Surviving Company, all as provided under the DGCL and the DLLCA.

The Mergers. (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA and the DLLCA, at the Partnership Merger Effective Time, Operating Partnership shall merge with and into OP Merger Sub, whereupon the separate existence of Operating Partnership shall cease, and OP Merger Sub shall continue as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, the Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of the Company shall cease, and REIT M▇▇▇▇▇ Merger Sub shall continue under the name “Thunder Acquisition, LLC” as the surviving entity in the REIT MergerMerger (the “Surviving Entity”) and shall be governed by the laws of the State of Delaware. The REIT Merger shall have the effects set forth specified in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and REIT M▇▇▇▇▇ Merger Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company Operating Partnership shall be merged with and into the Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the Partnership Merger (the “Surviving Partnership”) and shall be governed by the laws of the State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership (including the obligations of the Company Operating Partnership under the Company Partnership Agreement).

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DRULPA and applicable provisions of the DLLCALLCA, at the Partnership Merger Intermediate Effective Time, Operating Partnership Intermediate Merger Sub shall merge be merged with and into OP Merger Sub, whereupon the Company and the separate existence of Operating Partnership shall cease, and OP Intermediate Merger Sub shall continue as the surviving entity in the Partnership Mergerthereupon cease. The Partnership Intermediate Merger shall have the effects provided specified in this Agreement and as specified in the DRULPA and the DLLCALLCA. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Intermediate Effective Time, all of the Partnership Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers of the Company and franchises of Operating Partnership and OP Intermediate Merger SubSub shall vest in the Intermediate Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of Operating Partnership the Company and OP Intermediate Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Partnership Surviving EntityIntermediate Company, all as provided under the LLCA. (b) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the MGCL and applicable provisions of the DLLCALLCA, at the REIT Merger Effective Time, Company Merger Sub shall be merged with and into REIT Merger Sub, whereupon the Intermediate Company and the separate existence of Merger Sub shall thereupon cease. The Intermediate Company shall ceasebe the surviving company in the Merger (such surviving company, the “Surviving Company”) and REIT M▇▇▇▇▇ Sub shall continue its existence under the LLCA as the surviving entity in the REIT Mergera direct wholly-owned subsidiary of Parent. The REIT Merger shall have the effects set forth specified in this Agreement and the MGCL, the DLLCA and this AgreementLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after at the REIT Merger Effective Time, all of the REIT Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers and franchises of the Intermediate Company and REIT Merger SubSub shall vest in the Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of the Intermediate Company and REIT M▇▇▇▇▇ Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the REIT Surviving EntityCompany, all as provided under the LLCA.

The Mergers. (a) Upon At the terms Effective Time, (a) Merger Sub A shall be merged with and subject to into Island (the conditions of this Agreement, and “Island Merger”) in accordance with the DRULPA DGCL, and upon the DLLCA, at the Partnership Merger Effective Time, Operating Partnership shall merge with terms and into OP Merger Subconditions set forth in this Agreement, whereupon the separate existence of Operating Partnership shall cease, and OP Merger Sub A shall cease and Island shall continue as the surviving entity in corporation (the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoing“Island Surviving Corporation”), and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, Company Sub B shall be merged with and into REIT Merger SubBoat (the “Boat Merger”, and, together with the Island Merger, the “Mergers”) in accordance with the DGCL, and upon the terms and conditions set forth in this Agreement, whereupon the separate existence of Company Merger Sub B shall cease, cease and REIT M▇▇▇▇▇ Sub Boat shall continue as the surviving entity in corporation (the REIT Merger“Boat Surviving Corporation”). As a result of the Mergers, the Island Surviving Corporation and the Boat Surviving Corporation shall become wholly owned subsidiaries of Holdco. The REIT Merger Mergers and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. References herein to “Island” and “Boat” with respect to the period from and after the Effective Time shall be deemed to be references to the Island Surviving Corporation and the Boat Surviving Corporation, respectively. (b) The Mergers shall have the effects set forth specified in the MGCL, the DLLCA and this AgreementDGCL. Without limiting the generality of the foregoing, and subject thereto, from From and after the REIT Merger Effective Time, (a) the REIT Island Surviving Entity Corporation shall possess all properties, the rights, privilegespowers, powers privileges and franchises of Company and REIT Merger Sub, and be subject to all of the claims, obligations, liabilities, debts liabilities and duties of Company Island and REIT M▇▇▇▇▇ Merger Sub A, and (b) the Boat Surviving Corporation shall become possess all the claimsrights, powers, privileges and franchises and be subject to all of the obligations, liabilities, debts liabilities and duties of Boat and Merger Sub B, all as provided under the REIT Surviving EntityDGCL.

The Mergers. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA General Corporation Law of the State of Delaware, as amended (the “DGCL”) and the Delaware Limited Liability Company Act, as amended (the “DLLCA”), (i) at the Partnership Merger First Effective Time, Operating Partnership Sub shall merge be merged with and into OP Merger Subthe Company and, whereupon as a result of the First Merger, the separate corporate existence of Operating Partnership Sub shall cease, and OP Merger Sub the Company shall continue as the surviving corporation of the First Merger and as a wholly-owned subsidiary of Parent (the “First Surviving Corporation”) and (ii) immediately thereafter, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Purchaser and, as a result of Second Merger, the separate existence of the First Surviving Corporation shall cease and Purchaser shall continue as the surviving company and as a wholly-owned subsidiary of Parent (the “Surviving Company”) and continue to be disregarded as an entity in the Partnership Mergerseparate from Parent for U.S. federal income tax purposes. The Partnership First Merger shall be effected pursuant to Section 251 of the DGCL and shall have the effects provided in this Agreement and as specified set forth in the DRULPA applicable provisions of the DGCL, and the Second Merger shall be effected pursuant to Section 264 of the DGCL and Section 18-209 of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after (x) at the Partnership Merger First Effective Time, all of the Partnership Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of Operating Partnership the Company and OP Merger SubSub shall vest in the First Surviving Corporation, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of Operating Partnership the Company and OP Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Partnership First Surviving EntityCorporation, all as provided under the DGCL, and (y) at the Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the First Surviving Corporation and Purchaser shall vest in the Surviving Company, and all debts, liabilities and duties of the First Surviving Corporation and Purchaser shall become the debts, liabilities and duties of the Surviving Company, all as provided under the DGCL and the DLLCA. (b) Upon At the terms First Effective Time, by virtue of the First Merger and subject without the necessity of further action by the Company, Sub or any other person, the certificate of incorporation of the First Surviving Corporation shall be amended and restated in the form of the certificate of incorporation of Sub, as in effect immediately prior to the conditions of this AgreementFirst Effective Time, and as so amended, shall be the certificate of incorporation of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the First Surviving Corporation shall take all necessary action such that, at the First Effective Time, the bylaws of the First Surviving Corporation shall be amended so as to read in their entirety as the bylaws of Sub as in effect immediately prior to the First Effective Time and, as amended, such bylaws shall be the bylaws of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) Subject to Section 6.07, (i) the certificate of formation of the Surviving Company, as in effect immediately prior to the Second Effective Time, shall be the certificate of formation of the Surviving Company at the Second Effective Time, until thereafter amended in accordance with the MGCL DLLC and as provided in such certificate of formation and (ii) the DLLCAlimited liability company agreement of the Surviving Company, at as in effect immediately prior to the REIT Merger Second Effective Time, Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of Company shall cease, and REIT M▇▇▇▇▇ Sub shall continue as the surviving entity in the REIT Merger. The REIT Merger shall have the effects set forth in the MGCL, the DLLCA and this Agreement. Without limiting the generality limited liability company agreement of the foregoing, and subject thereto, from and after Surviving Company at the REIT Merger Second Effective Time, until thereafter amended in accordance with the REIT Surviving Entity shall possess all properties, rights, privileges, powers DLLC and franchises of Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company and REIT M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entityas provided in such limited liability company agreement.

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

The Mergers. (a) Upon At the Redomestication Effective Time and subject to and upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA Agreement and the DLLCAapplicable provisions of the Corporate Law, at the Partnership Merger Effective Time, Operating Partnership shall Noble will merge with and into OP Merger Subthe Company, whereupon the separate existence of Operating Partnership shall Noble will cease, and OP Merger Sub shall the Company will continue as the surviving entity in of the Partnership Redomestication Merger. The Partnership At the Redomestication Effective Time, the effect of the Redomestication Merger shall have the effects be as provided in this Agreement Agreement, the Plan of Merger between the Company and as specified in Noble, the DRULPA Redomestication Merger Certificate, and the DLLCAapplicable provisions of the Corporate Law. Without limiting the generality of the foregoing, and subject thereto, from and after at the Partnership Merger Redomestication Effective Time, all the Partnership Surviving Entity shall possess all propertiesproperty, rights, privileges, powers powers, and franchises of Operating Partnership and OP Merger SubNoble shall vest in the Company, and all of the claims, obligationsdebts, liabilities, debts and duties of Operating Partnership and OP Merger Sub Noble shall become the claims, obligationsdebts, liabilities, debts and duties of the Partnership Surviving EntityCompany, and each Noble Ordinary Share shall be cancelled. (b) Upon At the Transaction Effective Time (which shall occur immediately after the Redomestication Effective Time) and subject to and upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL Agreement and the DLLCAapplicable provisions of the Corporate Law, at the REIT Merger Effective Time, Company shall be merged Sub will merge with and into REIT Merger Subthe Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall cease, and REIT M▇▇▇▇▇ Sub shall continue as the surviving entity in Surviving Company after the REIT MergerTransaction Merger and as a wholly owned subsidiary of Parent. The REIT At the Transaction Effective Time, the effect of the Transaction Merger shall have the effects set forth be as provided in the MGCLthis Agreement, the DLLCA Transaction Merger Certificate, and this Agreementthe applicable provisions of the Corporate Law. Without limiting the generality of the foregoing, and subject thereto, from and after at the REIT Merger Transaction Effective Time, Time all the REIT Surviving Entity shall possess all propertiesproperty, rights, privileges, powers and franchises of each of the Company and REIT Merger SubSub shall vest in Surviving Company, and all of the claimsdebts, obligations, liabilities, debts liabilities and duties of each of the Company and REIT M▇▇▇▇▇ Merger Sub shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of Surviving Company, and each share of capital stock of the REIT Surviving EntityCompany shall be converted as described in Section 1.5 hereof.

The Mergers. (a) Upon Pursuant to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA and the DLLCADelaware Law, at the Partnership Merger First Effective Time, Operating Partnership Merger Sub shall merge be merged with and into OP Merger Subthe Company. As a result of the First Merger, whereupon the separate limited liability company existence of Operating Partnership Merger Sub shall cease, and OP Merger Sub the Company shall continue as the surviving entity corporation of the First Merger (the “First Surviving Company”). Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Partnership Second Effective Time, the First Surviving Company shall be merged with and into Merger Sub II. As a result of the Second Merger, the separate corporate existence of the First Surviving Company shall cease, and Merger Sub II shall continue as the surviving company of the Second Merger (the “Second Surviving Company”). The Partnership Merger Mergers shall be effected pursuant to Delaware Law and shall have the effects provided set forth in this Agreement and as specified in the DRULPA and the DLLCAapplicable provisions of Delaware Law. Without limiting the generality of the foregoing: (i) at the First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Merger Sub and the Company shall vest in the First Surviving Company, and subject theretoall of the debts, liabilities and duties of Merger Sub and the Company shall become the debts, liabilities and duties of the First Surviving Company; and (ii) at the Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the First Surviving Company and Merger Sub II shall vest in the Second Surviving Company, and all of the debts, liabilities and duties of the First Surviving Company and Merger Sub II shall become the debts, liabilities and duties of the Second Surviving Company. (b) At the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the First Surviving Company shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the certificate of incorporation of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Law and (ii) the bylaws of the First Surviving Company shall be amended so as to read in their entirety in the form set forth as Exhibit C hereto, and as so amended shall be the bylaws of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Law. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by the First Surviving Company or any other Person, (i) the certificate of formation of Merger Sub II as of immediately prior to the Second Effective Time shall be the certificate of formation of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Law and (ii) the limited liability company agreement of Merger Sub II as of immediately prior to the Second Effective Time shall be the limited liability company agreement of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Law. (c) The Company shall take all appropriate action such that, at the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, the officers of Merger Sub immediately prior to the First Effective Time shall become the officers of the First Surviving Company. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by Merger Sub II or any other Person, the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Second Surviving Company, each to hold office, from and after the Partnership Merger Second Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL certificate of formation and limited liability company agreement of the DLLCA, at the REIT Merger Effective Time, Second Surviving Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of Company shall cease, and REIT M▇▇▇▇▇ Sub shall continue as the surviving entity in the REIT Merger. The REIT Merger until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the effects set forth in the MGCL, the DLLCA certificate of formation and this Agreement. Without limiting the generality limited liability company agreement of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Second 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 M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving EntityCompany.

The Mergers. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA and Delaware General Corporation Law (the DLLCA“DGCL”), at the Partnership Merger Effective Time, Operating Partnership shall (a) Merger Sub will merge with and into OP Merger SubCompany, whereupon and (b) the separate corporate existence of Operating Partnership Merger Sub will cease and Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Initial Surviving Corporation”). As a result of the Merger, the Initial Surviving Corporation shall ceasebecome a wholly-owned Subsidiary of Parent. (b) Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and OP in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation will be merged with and into Second Merger Sub pursuant to the Second Merger Agreement. Upon consummation of the Second Merger, the separate corporate existence of the Initial Surviving Corporation will cease and Second Merger Sub shall continue as the surviving entity in company (the Partnership Merger. The Partnership “Surviving Company”). (c) At the Effective Time, the effect of the Merger shall have the effects be as provided in this Agreement and the Certificate of Merger and as specified in provided by the DRULPA and applicable provisions of the DLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, from and after upon the Partnership Merger Effective Timeconsummation of the Merger, all the Partnership Surviving Entity shall possess all propertiesproperty, rights, privileges, privileges and powers of Company and franchises of Operating Partnership and OP the Merger SubSub shall vest in the Initial Surviving Corporation, and all of the claimsdebts, liabilities, obligations, liabilitiesrestrictions, debts disabilities and duties of Operating Partnership and OP Merger Sub each of those corporations shall become the claimsdebts, liabilities, obligations, liabilitiesrestrictions, debts disabilities and duties of the Partnership Initial Surviving EntityCorporation, all as provided under the DGCL. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of Company shall cease, and REIT M▇▇▇▇▇ Sub shall continue as the surviving entity in the REIT Merger. The REIT Merger shall have the effects set forth in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the REIT Merger Effective Time, the REIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company and REIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company and REIT M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity.

The Mergers. (a) Upon the terms and subject to the conditions of this AgreementAgreement (i) at the Holdco Merger Effective Time, Gold shall be merged with and into Holdco in accordance with the DRULPA Laws of England and the DLLCA, at the Partnership Merger Effective Time, Operating Partnership shall merge with Wales and into OP Merger SubItaly, whereupon the separate existence of Operating Partnership Gold shall cease, and OP Merger Sub Holdco shall continue as the surviving entity in company (the Partnership Merger. The Partnership "Holdco Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoingSurviving Company"), and subject thereto, from and after (ii) at the Partnership Company Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Operating Partnership and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Merger Effective Time, Company shall be merged with and into REIT Merger Subthe Company in accordance with the NRS, whereupon the separate existence of Company Sub shall cease, and REIT M▇▇▇▇▇ Sub the Company shall continue as the surviving entity in corporation (the REIT Merger"Company Merger Surviving Corporation"). The REIT Holdco Merger shall have the effects set forth in the MGCLapplicable provisions of the Laws of England and Wales and Italy, and the DLLCA and this AgreementCompany Merger shall have the effects set forth in the applicable provisions of the NRS. Without limiting the generality of the foregoing, foregoing and subject thereto, from and after (a) at the REIT Holdco Merger Effective Time, all the REIT Surviving Entity shall possess all propertiesproperty, rights, privileges, immunities, powers and franchises of Company Holdco and REIT Gold shall vest in Holdco as the Holdco Merger SubSurviving Company, and all of the claims, obligationsdebts, liabilities, debts obligations and duties of Holdco and Gold shall become the debts, liabilities, obligations and duties of the Holdco Merger Surviving Company, and (b) at the Company Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and REIT M▇▇▇▇▇ Sub shall vest in the Company as the Company Merger Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Sub shall become the claims, obligationsdebts, liabilities, debts obligations and duties of the REIT Company Merger Surviving EntityCorporation.

The Mergers. (a) Upon Pursuant to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DRULPA and the DLLCADGCL, at the Partnership Merger First Effective Time, Operating Partnership Merger Sub shall merge be merged with and into OP Merger Subthe Company. As a result of the First Merger, whereupon the separate corporate existence of Operating Partnership Merger Sub shall cease, and OP Merger Sub the Company shall continue as the surviving entity corporation of the First Merger (the “First Surviving Company”). Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with the Partnership DGCL, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger Sub II. As a result of the Second Merger, the separate corporate existence of the First Surviving Company shall cease, and Merger Sub II shall continue as the surviving corporation of the Second Merger (the “Second Surviving Company”). The Partnership Merger Mergers shall be effected pursuant to the DGCL and shall have the effects provided set forth in this Agreement and as specified in the DRULPA and applicable provisions of the DLLCADGCL. Without limiting the generality of the foregoing: (i) at the First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Merger Sub and the Company shall vest in the First Surviving Company, and all of the debts, liabilities and duties of Merger Sub and the Company shall become the debts, liabilities and duties of the First Surviving Company; and (ii) at the Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the First Surviving Company and Merger Sub II shall vest in the Second Surviving Company, and all of the debts, liabilities and duties of the First Surviving Company and Merger Sub II shall become the debts, liabilities and duties of the Second Surviving Company. (b) At the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person but subject theretoto Section ‎6.3, (i) the certificate of incorporation of the First Surviving Company shall be amended so as to be in customary form as reasonably agreed by the Parties, and as so amended shall be the certificate of incorporation of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement and (ii) the bylaws of the First Surviving Company shall be amended so as to be in customary form as reasonably agreed by the Parties, and as so amended shall be the bylaws of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by the First Surviving Company or any other Person but subject to Section ‎6.3, (i) the certificate of incorporation of Merger Sub II as of immediately prior to the Second Effective Time shall be the certificate of incorporation of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement and (ii) the bylaws of Merger Sub II as of immediately prior to the Second Effective Time shall be the bylaws of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement. (c) The Company shall take all appropriate action such that, at the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, the officers and directors of Merger Sub immediately prior to the First Effective Time shall become the officers of the First Surviving Company. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by Merger Sub II or any other Person, the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Second Surviving Company, each to hold office, from and after the Partnership Second Effective Time, in accordance with the certificate of incorporation and bylaws of the Second Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Second Surviving Company. (d) At the Closing, the Company and Merger Sub shall cause a certificate of merger in customary form as reasonably agreed by the Parties (the “First Certificate of Merger”), to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL and shall make all other filings required under the DGCL. The First Merger shall become effective at the time the First Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such later time as may be specified in the First Certificate of Merger as mutually agreed by Parent and the Stockholder Representative (such date and time hereinafter referred to as the “First Effective Time”). Immediately following the First Effective Time, the Partnership First Surviving Entity Company and Merger Sub II shall possess all propertiescause a certificate of merger in customary form as reasonably agreed by the Parties (the “Second Certificate of Merger”), rights, privileges, powers and franchises to be filed with the Secretary of Operating Partnership and OP Merger Sub, and all State of the claims, obligations, liabilities, debts and duties State of Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and Delaware in accordance with the MGCL relevant provisions of the DGCL and shall make all other filings required under the DLLCA, DGCL. The Second Merger shall become effective at the REIT Merger Effective Time, Company shall be merged with and into REIT Merger Sub, whereupon time the separate existence Second Certificate of Company shall cease, and REIT M▇▇▇▇▇ Sub shall continue as the surviving entity in the REIT Merger. The REIT Merger shall have been duly filed with the effects set forth Secretary of State of the State of Delaware or such later time as may be specified in the MGCL, Second Certificate of Merger as mutually agreed by Parent and the DLLCA Stockholder Representative (such date and this Agreement. Without limiting time hereinafter referred to as the generality of the foregoing, and subject thereto, from and after the REIT Merger “Second 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 M▇▇▇▇▇ Sub shall become the claims, obligations, liabilities, debts and duties of the REIT Surviving Entity”).

The Mergers. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DRULPA and General Corporation Law of the DLLCAState of Delaware (the “DGCL)”, at the Partnership First Merger Effective Time, Operating Partnership Merger Sub Inc. shall merge be merged with and into OP Merger SubOmega. Following the First Merger, whereupon the separate corporate existence of Operating Partnership Merger Sub Inc. shall cease, and OP Merger Sub Omega shall continue as the surviving entity Surviving Corporation in the Partnership MergerFirst Merger and a wholly-owned Subsidiary of Beta. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from From and after the Partnership First Merger Effective Time, all the Partnership Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of Operating Partnership Omega and OP Merger Sub, Sub Inc. shall be vested in the Surviving Corporation and all of the claimsdebts, obligations, liabilities, debts restrictions and duties of Operating Partnership Omega and OP Merger Sub Inc. shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the Partnership Surviving EntityCorporation, all as provided under the DGCL. (b) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the MGCL and the DLLCA, at the REIT Second Merger Effective Time, Company the Surviving Corporation shall be merged with and into REIT Merger SubSub LLC in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”) and upon the terms and subject to the conditions set forth in this Agreement, whereupon the separate existence of Company the Surviving Corporation shall cease, and REIT M▇▇▇▇▇ Merger Sub LLC shall continue as be the surviving entity in the REIT MergerSurviving Company. The REIT Merger shall have the effects set forth in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from From and after the REIT Second Merger Effective Time, all the REIT Surviving Entity shall possess all propertiesproperty, rights, privilegespowers, powers privileges and franchises of Omega, Merger Sub LLC and the Surviving Corporation shall be vested in the Surviving Company and REIT Merger Sub, and all of the claimsdebts, obligations, liabilities, debts restrictions and duties of Company Omega, Merger Sub Inc. and REIT M▇▇▇▇▇ Sub the Surviving Corporation shall become the claimsdebts, obligations, liabilities, debts liabilities and duties of the REIT Surviving EntityCompany, all as provided under the DGCL and the DLLCA.