AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this Plan) is made as of March 31, 2021, by and among NILT, Inc., a Delaware corporation (the Merging Company) and Nissan-Infiniti LT, a Delaware statutory trust (the Surviving Entity).
WHEREAS, the Surviving Entity is a statutory trust duly organized and existing under the laws of the State of Delaware;
WHEREAS, the Merging Company is a corporation duly organized and existing under the laws of the State of Delaware;
WHEREAS, NILT Trust, a Delaware statutory trust (the Beneficiary), owns all of the issued and outstanding shares of capital stock of the Merging Company and is sole beneficiary of the Surviving Entity;
WHEREAS, the Beneficiary has approved this Plan, and declared it advisable that the Merging Company merge with and into the Surviving Entity, which shall be the surviving entity, in the manner and upon the terms and conditions hereinafter set forth and with the effect provided by and pursuant to the applicable provisions of Delaware Statutory Trust Act (The DSTA) and the Delaware General Corporation Law (the Act and, together with the DSTA, the Law), which law permits the Merger herein contemplated;
WHEREAS, immediately following the execution and delivery of this Plan by the parties hereto, the Beneficiary will deliver a written consent adopting the Plan in accordance with the applicable provisions of the Law; and
WHEREAS, for United States federal income tax purposes, the parties intend that the Merger (as defined below) qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code), and the parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder.
NOW, THEREFORE, the parties to this Plan, in consideration of the foregoing and the mutual covenants, agreements and provisions hereinafter contained, do hereby agree as follows:
The Merger. At the Effective Time (as defined below), upon the terms and subject to the conditions set forth in this Plan and in accordance with the applicable provision of the Law, the Merging Company shall be merged with and into the Surviving Entity (the Merger), the separate existence of Merging Company shall cease and the existence of the Surviving Entity shall continue unaffected and unimpaired by the merger with all of the rights, privileges, immunities and powers and subject to all the duties and liabilities of a statutory trust organized under the Law.