Common use of The Mergers Clause in Contracts

The Mergers. (i) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub shall continue as the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable. (ii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPA, at the Partnership Merger Effective Time, the Company OP shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership Merger, the separate existence of the Company OP shall cease, and the Parent OP shall continue as the Surviving Partnership. The Partnership Merger will have the effects provided in this Agreement and as specified in the DRUPA.

The Mergers. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), MGCL and the General Corporation Law of the State of Delaware, as amended (the “DGCL”)DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the MergerSub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Safari Acquisition, LLC” as the surviving entity in the Merger (the “Surviving CompanyEntity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, such that following the MergerDLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company will be a wholly owned subsidiary and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of Parent. The Merger will have the effects provided in this Agreement and as specified in Intellectual Property of the DLLCA Company and the DGCLCompany Subsidiaries (which for the avoidance of doubt shall include, as applicableto the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (iib) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADRULPA, at the Partnership Merger Effective Time, the Company OP Operating Partnership shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership MergerOperating Partnership, whereupon the separate existence of the Company OP Operating Partnership shall cease, and the Parent OP 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 will shall have the effects provided in this Agreement and as specified in the DRUPADRULPA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and franchises of the Company Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership.

The Mergers. (ia) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), MGCL and the General Corporation Law of the State of Delaware, as amended (the “DGCL”)DLLCA, at the Company Merger Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the MergerI, whereupon the separate existence of the Company shall will cease, and with Merger Sub shall continue I surviving the Company Merger (Merger Sub I, as the surviving entity in the Company Merger, sometimes being referred to herein as the “Surviving Company” and, together with the Surviving Partnership, the “Surviving Entities”), such that following and as a result of the Company Merger, the Surviving Company will be a wholly owned subsidiary Subsidiary of Parent. The Company Merger will shall have the effects provided in this Agreement Agreement, the Company Articles of Merger (as defined below) and the Company Certificate of Merger (as defined below), and as specified in the DLLCA applicable provisions of the MGCL and the DGCL, as applicableDLLCA. (iib) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, MLLCA and the DLLCAMRULPA, at the Subsequent Partnership Merger Effective Time, the Surviving Company Merger Sub II shall be merged with and into Parent the Partnership, whereupon the separate existence of Merger Sub II will cease, with the Partnership surviving the Partnership Merger (the Partnership, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “Subsequent MergerSurviving Partnership”). As , such that following and as a result of the Subsequent Partnership Merger, the separate existence Surviving Partnership will be a wholly owned Subsidiary of the Company (and after the Company Merger Effective Time, of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”Company). The Subsequent Partnership Merger will shall have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPA, at the Partnership Articles of Merger Effective Time, the Company OP shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership Merger, the separate existence of the Company OP shall cease, and the Parent OP shall continue as the Surviving Partnership. The Partnership Merger will have the effects provided in this Agreement defined below) and as specified in the DRUPAapplicable provisions of the MLLCA and the MRULPA.

The Mergers. (ia) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub shall continue as the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable. (ii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Company Merger Effective Time, the Surviving Company Spirit shall be merged with and into Parent ▇▇▇▇, with ▇▇▇▇ surviving the Company Merger (the “Subsequent Merger”). As a result of the Subsequent Merger▇▇▇▇, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (Company Merger, sometimes being referred to herein as the “SM Surviving Corporation”). The Subsequent Company Merger will shall have the effects provided in this Agreement and as specified in the MGCL and the DLLCAMGCL. (iiib) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADRULPA, at the Partnership Merger Effective Time, the Company OP ▇▇▇▇ Operating Partnership shall be merged with and into Spirit Operating Partnership, with Spirit Operating Partnership surviving the Parent OP Partnership Merger (Spirit Operating Partnership, as the “Partnership Merger”). As a result of surviving partnership in the Partnership Merger, sometimes being referred to herein as the separate existence “Surviving Partnership”). If ▇▇▇▇ and Spirit mutually determine, on or before the mailing of the Company OP shall ceaseJoint Proxy Statement, that the merger of ▇▇▇▇ Operating Partnership with and into Spirit Operating Partnership (with Spirit Operating Partnership surviving the Partnership Merger as is contemplated by this Agreement), would cause any of the Parties to incur a materially greater amount of Transfer Taxes or other costs than would be incurred if Spirit Operating Partnership merged with and into ▇▇▇▇ Operating Partnership (with ▇▇▇▇ Operating Partnership surviving), then, notwithstanding anything in this Agreement to the contrary, and with the Parent OP written consent of ▇▇▇▇ and Spirit (which consent shall continue not be unreasonably withheld, conditioned or delayed), the Partnership Merger shall be restructured such that Spirit Operating Partnership shall merge with and into ▇▇▇▇ Operating Partnership, with ▇▇▇▇ Operating Partnership surviving the Partnership Merger and references to “Surviving Partnership” in this Agreement thereafter shall refer to ▇▇▇▇ Operating Partnership, as the Surviving Partnershipsurviving partnership in the Partnership Merger. The Partnership Merger will shall have the effects provided in this Agreement and as specified in the DRUPADRULPA.

The Mergers. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub shall continue as the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable. (ii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent REIT Merger Effective Time, the Surviving Company Merger Sub I shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, Company and the separate existence of Merger Sub I shall thereupon cease and the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent REIT Merger (sometimes hereinafter referred to as the “SM Surviving Corporation”). The Subsequent REIT Merger will shall have the effects provided in this Agreement and as specified in the MGCL MGCL. The Surviving Corporation may, at any time after the REIT Merger Effective Time, take any action (including executing and delivering any document) in the DLLCAname and on behalf of the Company or Merger Sub I in order to carry out and effectuate the transactions contemplated by this Agreement. (iiib) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADRULPA, at the Partnership Merger Effective Time, the Company OP Merger Sub II shall be merged with and into the Parent OP (the “Operating Partnership Merger”). As a result of the Partnership Merger, and the separate existence of the Company OP Merger Sub II shall cease, thereupon cease and the Parent OP Operating Partnership shall continue as the surviving partnership in the Partnership Merger (sometimes hereinafter referred to as the “Surviving Partnership”) and as an indirect wholly-owned subsidiary of Parent. The Partnership Merger will shall have the effects provided in this Agreement and as specified set forth in the DRUPADRULPA. The Surviving Partnership may, at any time after the Partnership Merger Effective Time take any action (including executing and delivering any document) in the name and on behalf of the Operating Partnership or Merger Sub II in order to carry out and effectuate the transactions contemplated by this Agreement.

The Mergers. (ia) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), MGCL and the General Corporation Law of the State of Delaware, as amended (the “DGCL”)DLLCA, at the Company Merger Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the MergerI, whereupon the separate existence of the Company shall will cease, and with Merger Sub shall continue I surviving the Company Merger (Merger Sub I, as the surviving entity in the Company Merger, sometimes being referred to herein as the “Surviving Company” and, together with the Surviving Partnership and the Surviving Operations Entity, the “Surviving Entities”), such that following and as a result of the Company Merger, the Surviving Company will be a wholly owned subsidiary Subsidiary of Parent. The Company Merger will 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 DLLCA applicable provisions of the MGCL and the DGCL, as applicableDLLCA. (iib) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, DLLCA and the DLLCADRULPA, at the Subsequent Partnership Merger Effective Time, the Surviving Company Merger Sub II shall be merged with and into Parent the Partnership, whereupon the separate existence of Merger Sub II will cease, with the Partnership surviving the Partnership Merger (the Partnership, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “Subsequent MergerSurviving Partnership”). As , such that following and as a result of the Subsequent Partnership Merger, the separate existence Surviving Partnership will be a wholly owned Subsidiary of the Company (and after the Company Merger Effective Time, of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”Company). The Subsequent Partnership Merger will shall have the effects provided in this Agreement and the Partnership Certificate of Merger (as defined below) and as specified in the MGCL applicable provisions of the DLLCA and the DLLCADRULPA. (iiic) Upon the terms and subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADLLCA, at the Partnership Operations Merger Effective Time, the Company OP Operations shall be merged with and into Merger Sub III, whereupon the Parent OP separate existence of Operations will cease, with Merger Sub III surviving the Operations Merger (Merger Sub III, as the surviving entity in the Operations Merger, sometimes being referred to herein as the “Partnership MergerSurviving Operations Entity”). As , such that following and as a result of the Partnership Operations Merger, the separate existence Surviving Operations Entity will be a wholly owned Subsidiary of the Company OP shall cease, and the Parent OP shall continue as the Surviving Partnership. The Partnership Operations Merger will shall have the effects provided in this Agreement and the Operations Certificate of Merger (as defined below), and as specified in the DRUPAapplicable provisions of the DLLCA.

The Mergers. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), MGCL and the General Corporation Law of the State of Delaware, as amended (the “DGCL”)MLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the MergerSub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Mayflower Acquisition LLC” as the surviving entity in the Merger (the “Surviving CompanyEntity”) and shall be governed by the laws of the State of Maryland. The Merger shall have the effects set forth in the applicable provisions of the MGCL, such that following the MergerMLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company will be a wholly owned subsidiary and Merger Sub, and all of Parent. The the claims, obligations, liabilities, debts and duties of the Company and Merger will have Sub shall become the effects provided in this Agreement claims, obligations, liabilities, debts and as specified in duties of the DLLCA and the DGCL, as applicableSurviving Entity. (iib) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADRULPA, at the Partnership Merger Effective Time, the Company OP Operating Partnership shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership MergerOperating Partnership, whereupon the separate existence of the Company OP Operating Partnership shall cease, and the Parent OP Operating Partnership shall continue under the name “Global Net Lease 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 will shall have the effects provided in this Agreement and as specified set forth in the DRUPAapplicable provisions of 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 the Parent Operating Partnership, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership and the Parent 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. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), MGCL and the General Corporation Law of the State of Delaware, as amended (the “DGCL”)DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the MergerSub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Stripe Sub, LLC” as the surviving entity in the Merger (the “Surviving CompanyEntity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects specified in the MGCL, such that following the MergerDLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company will be a wholly owned subsidiary and Merger Sub, and all of Parent. The the claims, obligations, liabilities, debts and duties of the Company and Merger will have Sub shall become the effects provided in this Agreement claims, obligations, liabilities, debts and as specified in duties of the DLLCA and the DGCL, as applicableSurviving Entity. (iib) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADRULPA, at the Partnership Merger Effective Time, the Company OP Merger Sub shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership MergerCompany Operating Partnership, whereupon the separate existence of the Company OP Merger Sub shall cease, and the Parent OP Company Operating Partnership shall continue 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 will shall have the effects provided in this Agreement and as specified in the DRUPADRULPA 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 OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company Operating Partnership and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Partnership.

The Mergers. (ia) Upon Subject to the terms and subject to satisfaction or waiver (subject to applicable Law) conditions of the conditions set forth in this Agreement, and in accordance with the Delaware Maryland REIT Law and the Maryland Limited Liability Company Act, as amended Act (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCLLLC Act”), at the Operating Trust Merger Effective Time, the Operating Trust and the Operating Trust MergerSub shall consummate the Operating Trust Merger pursuant to which (i) the Operating Trust MergerSub shall be merged with and into the Operating Trust and the separate existence of the Operating Trust MergerSub shall thereupon cease and (ii) the Operating Trust shall be the surviving entity in the Operating Trust Merger. The Operating Trust Merger shall have the effects specified in the Maryland REIT Law and the LLC Act. (b) Subject to the terms and conditions of this Agreement, and in accordance with the Maryland REIT Law and the Maryland Revised Uniform Partnership Act (the “MD RUPA”), at the Company Merger Effective Time, MergerCo and the Company shall consummate the Company Merger pursuant to which (i) the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the Merger, MergerCo and the separate existence of the Company shall cease, thereupon cease and (ii) MergerCo shall be the surviving entity in the Company Merger Sub shall continue as (the “Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of ParentEntity”). The Company Merger will shall have the effects provided in this Agreement and as specified in the DLLCA Maryland REIT Law and the DGCLMD RUPA. Accordingly, as applicable. (ii) Upon from and after the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Company Merger Effective Time, MergerCo shall have all the Surviving Company shall be merged with properties, rights, privileges, purposes and into Parent (the “Subsequent Merger”). As a result powers and debts, duties and liabilities of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCACompany. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPA, at the Partnership Merger Effective Time, the Company OP shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership Merger, the separate existence of the Company OP shall cease, and the Parent OP shall continue as the Surviving Partnership. The Partnership Merger will have the effects provided in this Agreement and as specified in the DRUPA.

The Mergers. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), MGCL and the General Corporation Law of the State of Delaware, as amended (the “DGCL”)DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the MergerSub, whereupon the separate existence of the Company shall cease, and Merger Sub shall continue under the name “Thunder Acquisition, LLC” as the surviving entity in the Merger (the “Surviving CompanyEntity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects specified in the MGCL, such that following the MergerDLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company will be a wholly owned subsidiary and Merger Sub, and all of Parent. The the claims, obligations, liabilities, debts and duties of the Company and Merger will have Sub shall become the effects provided in this Agreement claims, obligations, liabilities, debts and as specified in duties of the DLLCA and the DGCL, as applicableSurviving Entity. (iib) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPADRULPA, at the Partnership Merger Effective Time, the Company OP Operating Partnership shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership MergerOperating Partnership, whereupon the separate existence of the Company OP Operating Partnership shall cease, and the Parent OP 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 will shall have the effects provided in this Agreement and as specified in the DRUPADRULPA 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. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, at the Merger Effective Time, the Company shall merge with and in accordance with the Delaware Limited Liability Company Act, as amended into Pur- chaser Sub (the “DLLCAMerger ”), and the separate existence of the Company shall cease. Purchaser Sub shall continue as the surviving entity in the Merger (the “Surviving Com- pany”) and shall continue its existence under the laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises. Immediately after the Merger, the Surviving Company shall continue to be a wholly owned or majority-owned subsidi- ary of Parent. The Merger shall have the effects set forth in the General Corporation Law of the State of Delaware, as amended Delaware (the “DGCLDGCL ”), at ) and the Effective Time, Limited Liability Company Act of the Company shall be merged with and into Merger Sub State of Delaware (the “MergerDLLCA”). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub shall continue as the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable) . (iib) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPA, at the Partnership Merger Effective Time, Purchaser LP shall merge with and, subject to the Company OP shall be merged with and last sentence of Section 5.13(a), into the Parent OP Operating Partnership (the “Partnership Merger” and together with the Merger, the “Mergers”), and the separate existence of Purchaser LP shall cease. As a result The Operating Partnership shall continue as the surviving partnership in the Partnership Merger (the “Surviving Partnership”) and shall continue its existence under the laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises. Immediately after the Partnership Merger, the separate existence Surviving Partnership shall be a wholly owned or majority-owned subsidiary of the Company OP shall cease, and the Parent OP shall continue as the Surviving PartnershipCompany. The Partnership Merger will shall have the effects provided in this Agreement and as specified set forth in the DRUPADelaware Revised Uniform Limited Partnership Act (the “DRULPA ”).

The Mergers. (ia) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreementherein, and in accordance with the Delaware Limited Liability Company Act, as amended (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Parent Merger Effective Time, the Company Parent Merger Sub shall be merged with and into Parent. As a result of the Parent Merger, (a) the separate corporate existence of Parent Merger Sub shall cease, (b) Parent shall continue as the surviving corporation of the Parent Merger, and (c) Parent shall become a wholly owned subsidiary of Pubco. Parent as the surviving company in the Parent Merger is hereinafter sometimes referred to as “Merger”SPAC Surviving Subsidiary” (and references to Parent for periods after the Parent Merger Effective Time shall include SPAC Surviving Subsidiary). (b) Upon the terms and subject to the conditions set forth herein, and in accordance with the Cayman Act, at the Company Merger Effective Time, Company Merger Sub shall be merged with and into the Company. As a result of the Merger, (a) the separate corporate existence of the Company Merger Sub shall cease, and Merger Sub shall continue as (b) the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable. (ii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation of the Company Merger, and (c) the Company shall become a wholly owned subsidiary of Pubco. The Company as the surviving corporation in the Subsequent Company Merger is hereinafter sometimes referred to as “Company Surviving Subsidiary” (and references to the “SM Company for periods after the Company Merger Effective Time shall include Company Surviving Corporation”Subsidiary). The Subsequent Merger will have Notwithstanding the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) Company Merger, for purposes of the conditions set forth in this Agreement, and in accordance with the DRUPA, at Company will not be included within the Partnership meaning of the term Parent Parties for periods prior to the Company Merger Effective Time, the Company OP shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership Merger, the separate existence of the Company OP shall cease, and the Parent OP shall continue as the Surviving Partnership. The Partnership Merger will have the effects provided in this Agreement and as specified in the DRUPA.

The Mergers. (ia) Upon On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the Delaware Limited Liability Company ActDGCL, as amended (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, the Company Merger Sub I shall be merged with and into Merger Sub (the “Merger”)Tastemaker. As a result of the First Merger, the separate existence of the Company shall cease, and Merger Sub I shall cease to exist and Tastemaker shall continue as the surviving company of the First Merger (the “First Surviving Company, such that following the Merger, the Surviving Company will be ”) and shall become a wholly wholly-owned subsidiary Subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicableParentco. (iib) Upon On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the MGCL, OGCL and the DLLCAOLLCA, at the Subsequent Merger Effective Time, the Surviving Company Sub II shall be merged with and into Parent (the “Subsequent Merger”)QGM. As a result of the Subsequent Second Merger, the separate existence of the Surviving Company Merger Sub II shall cease, cease to exist and Parent QGM shall continue as the surviving corporation in company of the Subsequent Second Merger (the “SM Second Surviving CorporationCompany”). The Subsequent Merger will have the effects provided in this Agreement ) and as specified in the MGCL and the DLLCAshall become a wholly-owned Subsidiary of Parentco. (iiic) Upon On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, and in accordance with the DRUPADGCL, at the Partnership Merger Effective Time, the Company OP Sub III shall be merged with and into J&M. As a result of the Parent OP Third Merger, Merger Sub III shall cease to exist and J&M shall continue as the surviving company of the Third Merger (the “Partnership Third Surviving Company”) and shall become a wholly-owned Subsidiary of Parentco. (d) On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to the conditions of this Agreement, and in accordance with the OGCL and the OLLCA, Merger Sub IV shall be merged with and into L&L. As a result of the Fourth Merger, Merger Sub IV shall cease to exist and L&L shall continue as the surviving company of the Fourth Merger (the “Fourth Surviving Company”)) and shall become a wholly-owned Subsidiary of Parentco. (e) On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to the conditions of this Agreement, and in accordance with the OGCL, Merger Sub V shall be merged with and into Quality Gold. As a result of the Partnership Fifth Merger, the separate existence of the Company OP Merger Sub V shall cease, cease to exist and the Parent OP Quality Gold shall continue as the surviving company of the Fifth Merger (the “Fifth Surviving Partnership. The Partnership Merger will have Company” and, together with the effects provided in this Agreement First Surviving Company, the Second Surviving Company, the Third Surviving Company and as specified in the DRUPAFourth Surviving Company, each, a “Surviving Company” and, collectively, the “Surviving Companies”) and shall become a wholly-owned Subsidiary of Parentco.

The Mergers. (ia) Upon On the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in of this Agreement, at the Closing, the parties shall cause the Partnership Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware (the “DSOS”) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Partnership Merger Certificate”) and (B) all other filings or recordings required under the DRULPA and the DLLCA in order to consummate the Partnership Merger, in each case in accordance with the Delaware Limited Liability 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 Act, as amended and Parent and specified in the Partnership Merger Certificate (the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, the Company shall be merged with and into Merger Sub (the “Merger”). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub shall continue as the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable. (ii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the MGCL, and the DLLCA, at the Subsequent Merger Effective Time, the Surviving Company shall be merged with and into Parent (the “Subsequent Merger”). As a result of the Subsequent Merger, the separate existence of the Surviving Company shall cease, and Parent shall continue as the surviving corporation in the Subsequent Merger (the “SM Surviving Corporation”). The Subsequent Merger will have the effects provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the DRUPA, at the Partnership Merger Effective Time, the Company OP shall be merged with and into the Parent OP (the “Partnership Merger”). 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 OP 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 ceasehave 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 Parent OP Partnership, as well as all other things and causes of actions belonging to each of Merger Sub II and the Partnership shall continue as 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 “Amended Partnership LPA”). At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time, shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided by Applicable Law. (d) 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 will 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 provided set forth in this Agreement 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 specified part of the Company Merger to contain the provisions set forth in Exhibit C (the DRUPA“Amendment”) and the Company Charter, as so amended, shall be the charter of the Surviving Corporation until, subject to Section 6.07, amended in accordance with the terms therein and Applicable Law; and (iii) unless otherwise jointly determined by Parent and the Company prior to the Company Merger Effective Time, the bylaws of Merger Sub I, as in effect immediately prior to the Company Merger Effective Time, shall be the bylaws of the Surviving Corporation (except that the title thereof shall read “Retail Opportunity Investments Corp. Bylaws”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and in accordance with Applicable Law. (h) From and after the Company Merger Effective Time, the directors of Merger Sub I immediately prior to the Company Merger Effective Time shall be the members of the board of directors of the Surviving Corporation, each to serve in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation. (i) From and after the Company Merger Effective Time, the officers of the Company immediately prior to the Company Merger Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation.