Common use of Articles of Incorporation and Bylaws; Directors and Officers Clause in Contracts

Articles of Incorporation and Bylaws; Directors and Officers. The Articles of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that Section 1 of the amended and restated Articles of Incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Inc.” The Bylaws of AeroAstro as the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be changed to refer to AeroAstro, Inc. The directors of Merger Sub holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, together with Xx. Xxxx Xxxxxxx. The officers of AeroAstro holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with AeroAstro) of the Surviving Corporation immediately after the Effective Time, except that Xxxxx Xxxxxx shall become the Chairman of the Board of the Surviving Corporation and Xxxxxxx X. Xxxxxx shall become the Chief Financial Officer and Secretary of the Surviving Corporation.

Articles of Incorporation and Bylaws; Directors and Officers. The Articles At and upon the Effective Time: (a) the articles of Incorporation incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, Corporation shall be amended and restated to read in their entirety as set forth in Exhibit C hereto (the same “Merger Articles”); (b) the bylaws of the Surviving Corporation shall be amended and restated as of the Certificate of Incorporation Effective Time to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that Section 1 of the amended and restated Articles of Incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Inc.” The Bylaws of AeroAstro as the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in the Bylaws bylaws of the Surviving Corporation shall be changed to refer to AeroAstro, Inc. The directors as of Merger Sub holding office immediately prior to the Effective Time shall be replace Merger Sub’s corporate name with the name of the Surviving Corporation at the Effective Time as set forth in the Merger Articles; (c) the members of the board of directors of the Surviving Corporation immediately after the Effective Time, together with Xx. Xxxx Xxxxxxx. The officers Time shall be the respective individuals who are the members of AeroAstro holding office the board of directors of Merger Sub immediately prior to the Effective Time shall be Time; and (d) the officers (holding the same offices as they held with AeroAstro) of the Surviving Corporation immediately after the Effective Time, except that Xxxxx Xxxxxx Time shall become be the Chairman respective individuals who are the officers of Merger Sub immediately prior to the Board Effective Time and such individuals shall hold the same titles and offices as officers of the Surviving Corporation immediately after the Effective Time as the respective titles and Xxxxxxx X. Xxxxxx shall become offices they held as officers of Merger Sub immediately prior to the Chief Financial Officer and Secretary of the Surviving CorporationEffective Time.

Articles of Incorporation and Bylaws; Directors and Officers. The (a) At the Effective Time, the Articles of Incorporation of the Surviving CorporationMerger Subsidiary, as in effect immediately prior to the Effective Time, shall be amended and restated to read the same as the Certificate Articles of Incorporation of the Surviving Corporation, except that Article I thereof shall be amended to read in its entirety as follows: "The name of the corporation is "Net Research, Inc." (b) At the Effective Time, the Bylaws of the Merger Sub Subsidiary, as in effect immediately prior to the Effective Time, except that Section 1 of the amended and restated Articles of Incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Inc.” The Bylaws of AeroAstro as the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in the Bylaws of the Surviving Corporation until thereafter amended as provided by law, except that the Bylaws shall be changed amended to refer to AeroAstroreflect that the name of the Surviving Corporation shall be "Net Research, Inc. The Inc." (c) At the Effective Time, the directors of the Merger Sub holding office Subsidiary immediately prior to the Effective Time shall be become the directors directors, and the officers of the Surviving Corporation immediately after the Effective Time, together with Xx. Xxxx Xxxxxxx. The officers of AeroAstro holding office Merger Subsidiary immediately prior to the Effective Time shall be become the officers (holding the same offices as they held with AeroAstro) officers, of the Surviving Corporation immediately after Corporation, each to hold office from the Effective Time, except that Xxxxx Xxxxxx shall become Time until their respective successors are duly elected or appointed and qualified in the Chairman manner provided in the Articles of the Board Incorporation and Bylaws of the Surviving Corporation and Xxxxxxx X. Xxxxxx shall become the Chief Financial Officer and Secretary of the Surviving Corporationapplicable law.

Articles of Incorporation and Bylaws; Directors and Officers. The Articles of Incorporation of the Surviving Corporation, as in effect immediately prior to At the Effective Time, : (a) the articles of incorporation of the Company shall be amended and restated in their entirety to read as set forth in Exhibit B attached hereto, and, as so amended and restated, shall be the same articles of incorporation of the Surviving Corporation until thereafter amended (subject to Section 7.3(a)) as provided by the Certificate PBCL and such articles of Incorporation incorporation; (b) the bylaws of the Company will be amended such that the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that Section 1 of will be the amended and restated Articles of Incorporation bylaws of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Inc.” The Bylaws of AeroAstro as the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in shall be automatically amended and shall become references to the Bylaws Surviving Corporation, until thereafter amended (subject to Section 7.3(a)) as provided by the PBCL, the articles of incorporation of the Surviving Corporation or such bylaws; (c) the directors of the Surviving Corporation shall be changed to refer to AeroAstro, Inc. The the respective individuals who served as the directors of Merger Sub holding office as of immediately prior to the Effective Time shall be Time, until their respective successors are duly elected and qualified, or their earlier death, resignation or removal; and (d) the directors officers of the Surviving Corporation immediately after shall be the Effective Time, together with Xx. Xxxx Xxxxxxx. The respective individuals who served as the officers of AeroAstro holding office Xxxxxx Sub as of immediately prior to the Effective Time shall be the officers (holding the same offices as they held with AeroAstro) of the Surviving Corporation immediately after the Effective Time, except that Xxxxx Xxxxxx shall become the Chairman of the Board of the Surviving Corporation until their respective successors are duly elected and Xxxxxxx X. Xxxxxx shall become the Chief Financial Officer and Secretary of the Surviving Corporationqualified, or their earlier death, resignation or removal.

Articles of Incorporation and Bylaws; Directors and Officers. The Articles of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated to read the same as the Certificate Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that Section 1 of the amended and restated Articles of Incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate Articles of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Xicom Technology Inc.” The Bylaws of AeroAstro Xicom as the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be changed to refer to AeroAstro, Xicom Technology Inc. The directors of Merger Sub holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, together with Xx. Xxxx XxxxxxxWxxxxx X. Xxxx. The officers of AeroAstro Xicom holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with AeroAstroXicom) of the Surviving Corporation immediately after the Effective Time, except that Xxxxx Xxxxxx Rxxxxx X. Fitting shall become the Chairman of the Board of the Surviving Corporation and Xxxxxxx Mxxxxxx X. Xxxxxx shall become the Chief Financial Officer and Secretary of the Surviving Corporation.

Articles of Incorporation and Bylaws; Directors and Officers. The Unless otherwise determined by Parent prior to the Effective Time: (a) the Articles of Incorporation of the Surviving Corporation, as Company in effect immediately prior to the Effective TimeTime shall be amended in their entirety as of the Effective Time as set forth in Exhibit B (and filed as an exhibit to the plan of merger included with the Articles of Merger), and as so amended shall be the Articles of Incorporation of the Surviving Corporation (the “Amended Articles”) until thereafter amended as provided by law and such Articles of Incorporation; (b) the bylaws of the Company in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time so that such bylaws are identical to read the same as the Certificate of Incorporation bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that Section 1 the name of the corporation set forth therein shall be changed to “Big Fish Games, Inc.”, and as so amended and restated such bylaws shall be the bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of and such bylaws; and (c) the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Inc.” The Bylaws of AeroAstro as the Surviving Corporation shall be amended directors and restated to read the same as the Bylaws officers of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be changed to refer to AeroAstro, Inc. The directors of Merger Sub holding office immediately prior to the Effective Time time shall be the directors and officers of the Surviving Corporation immediately after the Effective Time, together each to hold office in accordance with Xx. Xxxx Xxxxxxx. The officers the Articles of AeroAstro holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with AeroAstro) of the Surviving Corporation immediately after the Effective Time, except that Xxxxx Xxxxxx shall become the Chairman of the Board of the Surviving Corporation Incorporation and Xxxxxxx X. Xxxxxx shall become the Chief Financial Officer and Secretary bylaws of the Surviving Corporation.

Articles of Incorporation and Bylaws; Directors and Officers. The At the Effective Time: (a) the Articles of Incorporation of Merger Sub as may be mutually agreed upon by the Parties, and as so amended, shall be the Articles of Incorporation of the Surviving Corporation, until thereafter amended as in effect provided by the Act and such amended and restated Articles of Incorporation; (b) the Articles of Incorporation of SSMP shall be the SSMP Charter immediately prior to the Effective Time, shall be until thereafter amended as provided by the Act and restated such Articles of Incorporation; provided, however, that the board of directors of SSMP will have the authorization from the shareholders at the Effective Time, to read the same as the Certificate act after Closing (i) to amend its Articles of Incorporation to change the name of SSMP to such name as SSMP and the Company shall mutually agree;, and (ii) to adopt a performance equity plan authorizing 35,000,000,000 shares of common stock. (c) the Bylaws of the Merger Sub as in effect immediately prior to the Effective Time, except that Section 1 of the amended and restated Articles of Incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is AeroAstro, Inc.” The Bylaws of AeroAstro as the Surviving Corporation Time shall be amended and restated to read the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be changed to refer to AeroAstro, Inc. The until thereafter amended as provided by the Act and such Bylaws; and (d) the directors and officers of Merger Sub holding office the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Timeuntil their respective successors are duly elected or appointed and qualified or their earlier death, together with Xx. Xxxx Xxxxxxx. The officers of AeroAstro holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with AeroAstro) of the Surviving Corporation immediately after the Effective Time, except that Xxxxx Xxxxxx shall become the Chairman of the Board of the Surviving Corporation and Xxxxxxx X. Xxxxxx shall become the Chief Financial Officer and Secretary of the Surviving Corporationresignation or removal.