Common use of Amended and Restated Certificate of Incorporation and Bylaws of PubCo Clause in Contracts

Amended and Restated Certificate of Incorporation and Bylaws of PubCo. The Certificate of Incorporation of PubCo shall be, and immediately prior to the transactions contemplated below hereby is, amended and restated in the form of the Amended and Restated Certificate of Incorporation of PubCo attached hereto as Exhibit A (as amended, supplemented and restated from time to time, the “A&R Certificate of Incorporation of PubCo”), which shall be filed with the Delaware Secretary of State on the date of the initial closing of the IPO, and the Bylaws of PubCo shall be, and immediately prior to the transactions contemplated below, hereby are, amended and restated in the form of the Amended and Restated Bylaws of PubCo attached hereto as Exhibit B (as amended, supplemented and restated from time to time, the “A&R Bylaws of PubCo”).

Amended and Restated Certificate of Incorporation and Bylaws of PubCo. The Certificate of Incorporation of PubCo shall be, and immediately prior to the transactions contemplated Combination Transactions set forth in Section 2.6 below hereby is, amended and restated in the form of the Amended and Restated Certificate of Incorporation of PubCo attached hereto as Exhibit A (as amended, supplemented and restated from time to time, the “A&R Certificate of Incorporation of PubCo”), which shall be filed with the Delaware Secretary of State on the date of the initial closing of the IPO, and the Bylaws of PubCo shall be, and immediately prior to the transactions contemplated below, Combination Transactions set forth in Section 2.6 below hereby are, amended and restated in the form of the Amended and Restated Bylaws of PubCo attached hereto as Exhibit B (as amended, supplemented and restated from time to time, the “A&R Bylaws of PubCo”).

Amended and Restated Certificate of Incorporation and Bylaws of PubCo. The Immediately prior to the Combination Transactions set forth in Section 2.6 below, the Certificate of Incorporation of PubCo shall be, and immediately prior to the transactions contemplated below hereby is, amended and restated in the form of the Amended and Restated Certificate of Incorporation of PubCo attached hereto as Exhibit A (as amended, supplemented and restated from time to time, the “A&R Certificate of Incorporation of PubCo”), which shall be filed with the Delaware Secretary of State on the date of the initial closing of the IPO, and the Bylaws of PubCo shall be, and immediately prior to the transactions contemplated below, hereby are, amended and restated in the form of adopt the Amended and Restated Bylaws of PubCo attached hereto as Exhibit B (as amended, supplemented and restated from time to time, the “A&R Bylaws of PubCo”).