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

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Interim Surviving Corporation shall be amended and restated so as to read in its entirety to read identically to as the amended and restated certificate of incorporation of the Interim Surviving Corporation attached to the Certificate of Merger, until thereafter amended as provided by Delaware Law; (b) the Bylaws of the Interim Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub I as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws directors of Merger Sub as in effect I immediately prior to the Effective Time (except that shall be the name directors of the Interim Surviving Corporation immediately after the Effective Time and the managers of the Surviving Entity immediately after the Second Effective Time, each to hold the office of a director/manager of the Interim Surviving Corporation and the Surviving Entity, respectively, in such bylaws shall reflect accordance with the name identified in Section 1.4(a)), until thereafter amended as provided by the provisions of DGCL and such bylawsthe Certificate of Incorporation and Bylaws of the Interim Surviving Corporation and the LLC Act and the Certificate of Formation and the Limited Liability Company Agreement of the Surviving Entity until their respective successors are duly elected and qualified; (d) the directors and officers of ParentMerger Sub I immediately prior to the Effective Time shall be the officers of the Interim Surviving Corporation immediately after the Effective Time and the officers of the Surviving Entity after the Second Effective Time, each to hold office in accordance with the certificate provisions of incorporation the Bylaws of the Interim Surviving Corporation and bylaws the Limited Liability Company Agreement of Parentthe Surviving Entity, respectively; (e) The Certificate of Formation of Merger Sub II as in effect immediately prior to the Second Effective Time shall be the Certificate of Formation of the Surviving Entity at the Second Effective Time until thereafter amended in accordance with the LLC Act and as set forth provided in Section 5.13 after giving effect to the provisions such Certificate of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the CompanyFormation; and (ef) Unless otherwise determined by Parent prior to the directors and officers Effective Time, the Limited Liability Company Agreement of Merger Sub II as in effect immediately prior to the Second Effective Time shall be the Limited Liability Company Agreement of the Surviving CorporationEntity, each to hold office until thereafter amended in accordance with the certificate of incorporation LLC Act and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companyas provided in such Limited Liability Company Agreement.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation Raptor shall be amended as a result of the Merger to contain terms and restated conditions acceptable to Raptor, in its entirety sole and absolute discretion, subject to read identically to the requirements of Section 4.18 of this Agreement, and, as so amended, shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Surviving Corporation from and after the Effective Time, until thereafter changed or amended as provided therein or by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentapplicable Legal Requirement; (b) the certificate bylaws of incorporation of Parent Raptor shall be identical amended to contain terms and conditions acceptable to Raptor, in its sole and absolute discretion, subject to the certificate requirements of incorporation Section 4.19 of Parent immediately prior to this Agreement, and, as so amended, shall be the bylaws of the Surviving Corporation from and after the Effective Time, until thereafter changed or amended as provided therein or by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendmentapplicable Legal Requirement; (c) the bylaws certificate of the Surviving Corporation incorporation of TPT shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time Merger so as to (except that i) accomplish the Reverse Stock Split, (ii) change the name of TPT to Raptor Pharmaceutical Corp. or such other name as Raptor shall determine and (iii) to contain such other terms and conditions as are acceptable to Raptor, in its sole and absolute discretion, subject to the Surviving Corporation in such bylaws requirements of Section 4.18 of this Agreement, and as so amended, shall reflect be the name identified in Section 1.4(a))certificate of incorporation of TPT from and after the Effective Time, until thereafter changed or amended as provided therein or by applicable Legal Requirement (the DGCL and such bylaws;“TPT Charter Amendment”); and (d) the directors and officers of Parent, each to hold office in accordance with TPT and the certificate of incorporation and bylaws of Parent, Surviving Corporation immediately after the Effective Time shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the respective individuals who are directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined Raptor immediately prior to Closing by the CompanyEffective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Company shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS SubsidiaryAdomni Enterprise, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company may reasonably determine prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals“Adomni, Inc. Inc.” and (ii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.12 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.12; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companyas contemplated in Section 5.12.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent Meerkat shall be identical to the certificate of incorporation of Parent Meerkat immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent Meerkat shall file an amendment to its certificate of incorporation to (i) change the name of Parent Meerkat to ARS Pharmaceuticals“Synlogic, Inc. Inc.”, (ii) effect the Meerkat Reverse Stock Split (to the extent applicable and necessary) and (iiiii) make such other changes as shall be are mutually agreed upon by Parent agreeable to Meerkat and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of ParentMeerkat, each to hold office in accordance with the certificate of incorporation and bylaws of ParentMeerkat, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.15; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Meerkat as set forth in Section 5.15, after giving effect to Closing by the Companyprovisions of Section 5.15.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx Parent and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS CalciMedica Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx Parent and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS PharmaceuticalsCalciMedica, Inc. Inc., (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split and (iiiii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Parent shall file an amendment to its the Surviving Corporation’s certificate of incorporation to (i) change the name of the Surviving Corporation to ARS Subsidiary“OcuSub, Inc. or Inc.” and (ii) make such other name changes as shall be are mutually agreed upon to by Xxxxxx Parent and the Company prior to filing such amendmentCompany; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation incorporation, to the extent approved by the requisite holders of Parent Common Stock as contemplated by Section 5.3, to (i) change the name of Parent to ARS Pharmaceuticals“Ocuphire Pharma, Inc. Inc.”, (ii) effect the Nasdaq Reverse Split and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.11; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.11, after giving effect to Closing the provisions of Section 5.11, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective TimeTime (as part of the Certificate of Merger), the Surviving Corporation shall file an amendment to its Company’s certificate of incorporation shall be amended to (i) change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other a name as shall be mutually agreed upon by Xxxxxx Parent and the Company prior and (ii) make such other changes as are mutually agreed to filing such amendmentby Parent and the Company; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to following the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS PharmaceuticalsLumos Pharma, Inc. Inc., (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.11; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.11, after giving effect to Closing the provisions of Section 5.11, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Parent shall file an amendment to its the Surviving Company’s certificate of incorporation to (i) change the name of the Surviving Corporation to ARS SubsidiaryOcugen OpCo, Inc. or and (ii) make such other name changes as shall be are mutually agreed upon to by Xxxxxx Parent and the Company prior to filing such amendment;Company. (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to the extent approved by the requisite holders of Parent Common Stock to (i) change the name of Parent to ARS PharmaceuticalsOcugen, Inc. Inc., (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.11; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.11, after giving effect to Closing the provisions of Section 5.11, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) Unless otherwise determined by Parent and the Company prior to the Effective Time: Time of Merger I: (ai) the certificate of incorporation of Surviving Corporation I immediately after the Effective Time of Merger I shall be the certificate of incorporation of Merger Sub I immediately prior to the Effective Time of Merger I; (ii) the bylaws of Surviving Corporation I immediately after the Effective Time of Merger I shall be the bylaws of Merger Sub I immediately prior to the Effective Time of Merger I; and (iii) the directors and officers of Surviving Corporation I immediately after the Effective Time of Merger I shall be the respective individuals who are directors and officers of Merger Sub I immediately prior to the Effective Time of Merger I. (b) Unless otherwise determined by Parent and the Company prior to the Effective Time of Merger II: (i) the certificate of incorporation of the Surviving Corporation immediately after the Effective Time of Merger II shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect II immediately prior to the Effective TimeTime of Merger II, until thereafter amended as provided by the DGCL and such certificate except that Article I of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent Merger Sub II shall be identical amended to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended reads as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the follows “The name of Parent to ARS Pharmaceuticals, Inc. and the corporation is “TogetherSoft Corporation”; (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation immediately after the Effective Time of Merger II shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect II immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Merger II, until thereafter changed or amended as provided therein or by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Companyapplicable law; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) at the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read identically be identical to the certificate of incorporation and the bylaws of Merger Sub (except that the name of the Surviving Corporation shall not be changed), as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) at the Second Merger Effective Time, the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent formation and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws limited liability company agreement of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the certificate of formation and the limited liability company agreement of the Surviving Company, until thereafter amended in accordance with Applicable Law; (c) (i) the directors of Merger Sub serving in such position immediately prior to the Effective Time (except that shall become, as of the name Effective Time, the directors of the Surviving Corporation after the consummation of the First Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal and (ii) the managers of Merger Sub II serving in such bylaws position immediately prior to the Second Merger Effective Time shall reflect become, as of the name identified in Section 1.4(a))Second Merger Effective Time, the managers of the Surviving Company after the consummation of the Second Merger, to hold office until thereafter amended as provided by the DGCL their respective successors are duly elected and such bylaws;qualified, or their earlier death, resignation or removal; and (d) (i) the directors and officers of Parent, each to hold office Merger Sub serving in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect such positions immediately prior to the provisions Effective Time shall become, as of Section 5.13the Effective Time, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving CorporationCorporation after the consummation of the First Merger, each to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal and (ii) the officers of Merger Sub II serving in accordance with such positions immediately prior to the certificate Second Merger Effective Time shall become, as of incorporation and bylaws the Second Merger Effective Time, the officers of the Surviving CorporationCompany after the consummation of the Second Merger, shall be determined prior to Closing by the Companyhold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in its entirety to read identically an exhibit to the Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of incorporation incorporation; (b) the articles of association of Vibrant shall be identical to the articles of association of Vibrant immediately prior to the Effective Time, until thereafter amended as provided by the ICL and such articles of association; provided, however, that at the Effective Time, Vibrant shall file an amendment to its articles of association to (i) change the name of Vibrant to “Notable Labs, Ltd.” or a similar name agreed between the Parties and approved by the Israeli Registrar of Companies (“IROC”) and pursuant to the provisions of ICL, (ii) effect the increase of the registered share capital of Vibrant and/or the Nasdaq Reverse Split (to the extent applicable and necessary), and (iii) and make such other changes as mutually agreeable to Vibrant and the Company; (c) the bylaws of the Surviving Corporation shall be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of ParentVibrant, each to hold office in accordance with the certificate articles of incorporation association and bylaws of ParentVibrant, shall be as set forth in Section 5.13 6.13, after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company6.13; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Vibrant as set forth in Section 6.13, after giving effect to Closing by the Companyprovisions of Section 6.13.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) at the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated pursuant to the First Merger in its entirety as set forth in the First Certificate of Merger and the bylaws of the Surviving Corporation shall be amended and restated to read identically be identical to the certificate of incorporation bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by in accordance with the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to as provided in the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or and such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentbylaws; (b) at the Second Merger Effective Time, the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent formation and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws limited liability company agreement of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the certificate of formation and the limited liability company agreement of the Surviving Company, until thereafter amended in accordance with Applicable Law; (c) (i) the directors of Merger Sub serving in such position immediately prior to the Effective Time (except that shall become, as of the name Effective Time, the directors of the Surviving Corporation after the consummation of the First Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal and (ii) the managers of Merger Sub II serving in such bylaws position immediately prior to the Second Merger Effective Time shall reflect become, as of the name identified in Section 1.4(a))Second Merger Effective Time, the directors of the Surviving Company after the consummation of the Second Merger, to hold office until thereafter amended as provided by the DGCL their respective successors are duly elected and such bylaws;qualified, or their earlier death, resignation or removal; and (d) (i) the directors and officers of Parent, each to hold office Merger Sub serving in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect such positions immediately prior to the provisions Effective Time shall become, as of Section 5.13the Effective Time, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving CorporationCorporation after the consummation of the First Merger, each to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal and (ii) the officers of Merger Sub II serving in accordance with such positions immediately prior to the certificate Second Merger Effective Time shall become, as of incorporation and bylaws the Second Merger Effective Time, the officers of the Surviving CorporationCompany after the consummation of the Second Merger, shall be determined prior to Closing by the Companyhold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time, at the Effective Time: (a) the certificate of incorporation of the Surviving Corporation Company shall by virtue of the Merger be amended and restated to read in its entirety to read identically to as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime (other than the name of the Company, which shall not be amended) and as so amended shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or by the DGCL applicable Legal Requirements and such certificate of incorporation; provided, however, that at or immediately prior subject to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentSection 5.3; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation Company shall be amended and restated to read in their entirety to read identically to as the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, and as so amended shall be the name bylaws of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Corporation, until thereafter amended as provided therein or by the DGCL applicable Legal Requirements and such bylawssubject to Section 5.3; (dc) the Company shall take all requisite action so that the directors and officers of ParentMerger Sub immediately prior to the Effective Time become the sole directors and officers of the Surviving Corporation at the Effective Time, each to hold office in accordance with the certificate of incorporation and the bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, and each to hold office as an officer until their respective successors are duly elected or appointed and qualified in accordance with applicable law and the certificate of incorporation and bylaws of the Surviving Corporation; and (d) Parent shall take all requisite action so that, as of immediately after the Effective Time, (i) D. Xxxxxxx XxXxxxxxx and Xxxx X. XxXxxx, Xx. shall be determined prior to Closing by appointed as members of the CompanyBoard of Directors of Parent and (ii) D. Xxxxxxx XxXxxxxxx shall be appointed as President and Co-Chief Executive Officer of Parent.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (ai) At the Effective Time (A) the certificate of incorporation of the First Step Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read identically to as set forth in the certificate First Certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeMerger, until thereafter amended as provided by Delaware Law, (B) the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx Acquirer and the Company prior shall take all actions necessary to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) cause the bylaws of the First Step Surviving Corporation shall to be amended and restated in their entirety as of the Effective Time to read identically be identical (other than as to name) to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time and (except that C) the name of the Surviving Corporation in such bylaws Company shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) take all actions necessary to cause the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect Merger Sub I immediately prior to the provisions of Section 5.13, or such other persons as shall Effective Time to be mutually agreed upon by Parent and the Company; and (e) the only directors and officers of the First Step Surviving CorporationCorporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation and bylaws of the First Step Surviving Corporation; and (ii) At the Second Effective Time (A) the Certificate of Formation of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be determined amended and restated as of the Second Effective Time to read as set forth in the Second Certificate of Merger, until thereafter amended as provided by Delaware Law, (B) the Limited Liability Company Agreement of Merger Sub II, as in effect immediately prior to Closing the Second Effective Time, shall become the Limited Liability Company Agreement of the Final Surviving Entity, until thereafter amended as provided by Delaware Law, (C) the Companymanagers of Merger Sub II immediately prior to the Second Effective Time shall be the sole managers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed and (D) the officers of Merger Sub II immediately prior to the Second Effective Time shall be the sole officers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Acquirer and the Company: (i) Prior to the Effective Time: (aA) the certificate of incorporation of the First Step Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read identically as set forth in the First Certificate of Merger, until thereafter amended as provided by the DGCL; (B) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the certificate of incorporation bylaws of Merger Sub I as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and and (C) the Company prior shall take all actions necessary to filing such amendment; (b) cause the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL directors and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws officers of Merger Sub as in effect I immediately prior to the Effective Time (except that to be the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the only directors and officers of the First Step Surviving CorporationCorporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation and bylaws of the First Step Surviving Corporation; and (ii) Prior to the Second Effective Time: (A) the certificate of formation of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be determined amended in its entirety to read as set forth in the Second Certificate of Merger, until thereafter amended as provided by the Delaware LLC Act; (B) the limited liability company agreement of Merger Sub II, as in effect immediately prior to Closing the Second Effective Time, shall become the limited liability company agreement of the Final Surviving Entity, until thereafter amended as provided by the CompanyDelaware LLC Act, the certificate of formation of Merger Sub II and such limited liability company agreement; and (C) the managers and officers of Merger Sub II immediately prior to the Second Effective Time shall be the sole managers and officers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed or admitted.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS SubsidiaryTvardi Operating Company, Inc. or such other name as shall be mutually agreed upon by Xxxxxx Pxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS PharmaceuticalsTvardi Therapeutics, Inc. Inc.; (ii) effect the Nasdaq Reverse Split (to the extent applicable and necessary); and (iiiii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.11 after giving effect to the provisions of Section 5.135.11, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companydirectors and officers of Merger Sub.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: : (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or (b) the articles of incorporation of Apricus shall be identical to the articles of incorporation of Apricus immediately prior to the Effective Time, until thereafter amended as provided by the Surviving Corporation NRS and such articles of incorporation; provided, however, that at the Effective Time, Apricus shall file an amendment to its certificate articles of incorporation to change the name of Apricus to “Seelos Therapeutics, Inc.,” and with such other changes as are mutually agreed by Apricus and the Company (the “Apricus Charter Amendment”); (c) the bylaws of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate bylaws of incorporation of Parent Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate bylaws; (d) the bylaws of incorporation; provided, however, that at or Apricus shall be identical to the bylaws of Apricus immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL NRS, the articles of incorporation and such bylaws; ; provided, however, that after the filing of the Apricus Charter Amendment, Apricus shall amend its bylaws, or cause its bylaws to be amended, to indicate that the name of Apricus has been changed to “Seelos Therapeutics, Inc.”; (de) the directors and officers of ParentApricus, each to hold office in accordance with the certificate articles of incorporation and bylaws of ParentApricus, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.135.14, or such other persons as 3 Exhibit 2.1 which shall be mutually agreed upon include one director selected by Parent Apricus and four directors selected by the Company; and and (ef) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Apricus as set forth in Section 5.14, after giving effect to Closing by the Companyprovisions of Section 5.14.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Acquirer and the Company prior to the First Effective Time, the Parties shall take all necessary action such that: (a) at the First Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub Company, as in effect immediately prior to the First Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentin accordance with Applicable Law; (b) at the Second Effective Time, the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub Acquirer, as in effect immediately prior to the Second Effective Time (except that the name of the Surviving Corporation in such bylaws Time, shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with be the certificate of incorporation and the bylaws of Parentthe Surviving Company, shall be as set forth until thereafter amended in Section 5.13 after giving effect accordance with Applicable Law; (c) (i) the managers of Merger Sub serving in such position immediately prior to the provisions First Effective Time shall become, as of Section 5.13the First Effective Time, the directors of the Surviving Corporation after the consummation of the First Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal and (ii) the directors of Acquirer serving in such other persons position immediately prior to the Second Effective Time shall become, as shall be mutually agreed upon by Parent of the Second Effective Time, the directors of the Surviving Company after the consummation of the Second Merger, to hold office until their respective successors are duly elected and the Companyqualified, or their earlier death, resignation or removal; and (ed) (i) the directors and officers of Merger Sub serving in such positions immediately prior to the First Effective Time shall become, as of the First Effective Time, the officers of the Surviving CorporationCorporation after the consummation of the First Merger, each to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal and (ii) the officers of Acquirer serving in accordance with such positions immediately prior to the certificate Second Effective Time shall become, as of incorporation and bylaws the Second Effective Time, the officers of the Surviving CorporationCompany after the consummation of the Second Merger, shall be determined prior to Closing by the Companyhold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) The Certificate of Incorporation of the Company in effect as of immediately prior to the Merger 1 Effective Time will be amended and restated in its entirety in the form of the certificate of incorporation of Merger Sub 1 in effect as of immediately prior to the Merger 1 Effective Time, and as so amended shall be the certificate of incorporation of the Intermediate Surviving Corporation until amended or repealed in accordance with the provisions Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. thereof, and applicable Law. The Certificate of Incorporation of the Intermediate Surviving Corporation in effect as of immediately prior to the Merger 2 Effective Time will be amended and restated in its entirety in the form of the certificate of incorporation of Merger Sub 2 in effect as of immediately prior to the Merger 2 Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation until amended or repealed in accordance with the provisions thereof, and applicable Law. (b) The bylaws of Merger Sub 1 in effect as of immediately prior to the Merger 1 Effective Time shall be the bylaws of the Intermediate Surviving Corporation until amended and restated or repealed in its entirety to read identically to accordance with the provisions thereof, the certificate of incorporation of Merger Sub as the Intermediate Surviving Corporation, and applicable Law. The bylaws of the Intermediate Surviving Corporation in effect as of immediately prior to the Merger 2 Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall Time will be amended and restated in their entirety to read identically to in the form of the bylaws of Merger Sub as 2 in effect as of immediately prior to the Merger 2 Effective Time (except that Time, and as so amended shall be the name bylaws of the Surviving Corporation until amended or repealed in such bylaws shall reflect accordance with the name identified in Section 1.4(a))provisions thereof, until thereafter amended as provided by the DGCL certificate of incorporation of the Surviving Corporation, and such bylaws;applicable Law. (dc) The directors of Merger Sub 1 immediately prior to the Merger 1 Effective Time shall be the initial directors of the Intermediate Surviving Corporation, and the officers of ParentMerger Sub 1 immediately prior to the Merger 1 Effective Time shall be the initial officers of the Intermediate Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws of Parent, the Intermediate Surviving Corporation. The directors of Merger Sub 2 immediately prior to the Merger 2 Effective Time shall be as set forth in Section 5.13 after giving effect the initial directors of the Surviving Corporation, and the officers of Merger Sub 2 immediately prior to the provisions of Section 5.13, or such other persons as Merger 2 Effective Time shall be mutually agreed upon by Parent and the Company; and (e) the directors and initial officers of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company: (i) At the Effective Time: (aA) the certificate of incorporation of the First Step Surviving Corporation shall be amended and restated in its entirety to read identically as set forth in the First Certificate of Merger, until thereafter amended as provided by Delaware Law; (B) the bylaws of the First Step Surviving Corporation shall be amended and restated as of the Effective Time to be identical (other than as to name) to the certificate of incorporation bylaws of Merger Sub I as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment;and (bC) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL directors and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws officers of Merger Sub as in effect I immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the only directors and officers of the First Step Surviving CorporationCorporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation and bylaws of the First Step Surviving Corporation; and (ii) At the Second Effective Time: (A) the certificate of formation of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be determined amended in its entirety to read as set forth in the Second Certificate of Merger, until thereafter amended as provided by Delaware Law; (B) the limited liability company agreement of Merger Sub II, as in effect immediately prior to Closing the Second Effective Time, shall become the limited liability company agreement of the Final Surviving Entity, until thereafter amended as provided by Delaware Law, the Companycertificate of formation of Merger Sub II and such Limited Liability Company Agreement; and (C) the managers and officers of Merger Sub II immediately prior to the Second Effective Time shall be the sole managers and officers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed or admitted.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by in accordance with the DGCL and terms of such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentDGCL; (b) the certificate Articles of incorporation Association of Parent Alcobra shall be identical to the certificate Articles of incorporation Association of Parent Alcobra immediately prior to the Effective Time, until thereafter amended as provided by the DGCL Companies Law and such certificate Articles of incorporationAssociation; provided, however, that at or immediately prior to the Effective Time, Parent Alcobra shall file an amendment effect one or more amendments to its certificate Articles of incorporation Association, to the extent approved by the holders of Alcobra Ordinary Shares as contemplated by Section 5.3, to (i) change the name of Parent Alcobra to ARS Pharmaceuticals“ARCTURUS THERAPEUTICS, Inc. LTD.,” (ii) effect the Reverse Split, (iii) increase the authorized Alcobra Ordinary Shares, to the extent requested by Arcturus prior to the filing with the SEC of the Proxy Statement, and (iiiv) make such other changes as shall be are mutually agreed upon by Parent agreeable to Alcobra and the Company prior to filing such amendmentArcturus; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, until thereafter amended in accordance with the name terms of such bylaws, the certificate of incorporation of the Surviving Corporation in such bylaws shall reflect and the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws;DGCL; and (d) the directors and officers of Parent, each to hold office in accordance with the certificate Surviving Corporation and the directors and officers of incorporation and bylaws of Parent, Alcobra shall be as the directors and officers set forth in Section 5.13 after giving effect Schedule 5.14 or as otherwise determined by Arcturus with respect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office Corporation or as otherwise determined by Arcturus and Alcobra in accordance with Section 5.14 with respect to the certificate directors and officers of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the CompanyAlcobra.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time: (a) , the certificate of incorporation of the Initial Surviving Corporation shall be amended and restated in its entirety to read identically to be the certificate of incorporation of Merger Sub I as in effect immediately prior to the Effective Time, until thereafter amended as provided by . At the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Subsequent Merger Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx formation and the Company prior to filing such amendment; (b) the certificate limited liability company agreement of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation Merger Sub II shall be amended and restated in their entirety to read identically be the certificate of formation and limited liability company agreement of the Surviving Company as in effect immediately prior to the Subsequent Merger Effective Time. (b) The bylaws of the Initial Surviving Corporation shall be amended and restated immediately in their entirety as of the Effective Time to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time (except that Time. Immediately after the name Subsequent Merger Effective Time, the certificate of formation and limited liability company agreement of Merger Sub II shall be the certificate of formation and limited liability company agreement of the Surviving Corporation Company as in such bylaws shall reflect effect immediately prior to the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws;Subsequent Merger Effective Time. (dc) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the The directors and officers of the Initial Surviving Corporation, each to hold office in accordance with Corporation immediately after the certificate of incorporation Effective Time and bylaws the managers and officers of the Surviving Corporation, Company immediately after the Subsequent Merger Effective Time shall be determined prior the respective individuals set forth on Schedule II, until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal pursuant to Closing by the Companyapplicable certificate of incorporation, bylaws, limited liability company agreement and applicable Law. Parent may amend Schedule II to the extent any person named thereon shall become unavailable to serve in the capacity set forth therein.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary“Bird Rock Biosciences Sub, Inc. Inc.” or such other name as shall be mutually agreed upon by Xxxxxx Parent and the Company prior to filing such amendment; (b) the certificate articles of incorporation of Parent shall be identical to the certificate articles of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL Nevada Revised Statutes (the “NRS”) and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate articles of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.8 after giving effect to the provisions of Section 5.135.8, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined the directors and officers of Merger Sub immediately prior to Closing by the CompanyEffective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) Subject to the requirements set forth in Section 6.5, at the Effective Time: (a) , the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with the DGCL provisions thereof and such certificate of incorporation; providedapplicable Law, however, except that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment;“Medivation, Inc..” (b) the certificate of incorporation of Parent shall be identical Subject to the certificate of incorporation of Parent immediately prior to requirements set forth in Section 6.5, at the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub Purchaser, as in effect immediately prior to the Effective Time (Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law, except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))be “Medivation, until thereafter amended as provided by the DGCL and such bylaws;Inc.” (dc) As of the directors and officers of ParentEffective Time, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving CorporationCorporation shall be the respective individuals who are designated as such on Schedule 2.4(c), each to hold office in accordance with until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. (d) From and after the Effective Time until the sixth (6th) anniversary thereof, the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the Surviving CorporationCorporation and each of the other Acquired Corporations shall contain provisions no less favorable with respect to indemnification, shall be determined advancement of expenses and exculpation of individuals who were, prior to Closing by the CompanyEffective Time, directors, officers or employees of the Company or the other Acquired Corporations or any of their predecessor entities, than are presently set forth in the certificate of incorporation, bylaws and other charter and organizational documents of the Surviving Corporation and each of the other Acquired Corporations, as amended through the Effective Time, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by in accordance with the DGCL and terms of such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentDGCL; (b) the certificate Articles of incorporation Association of Parent Cellect shall be identical to the certificate Articles of incorporation Association of Parent Cellect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL Companies Law and such certificate Articles of incorporationAssociation; provided, however, that at or immediately prior to the Effective Time, Parent Cellect shall file an amendment effect one or more amendments to its certificate Articles of incorporation Association, to the extent approved by the holders of Cellect Ordinary Shares as contemplated by Section 5.3, to (i) change the name of Parent Cellect to ARS Pharmaceuticals“QUOIN PHARMACEUTICALS, Inc. LTD.” or a similar name agreed between the Parties and approved by the Israeli Companies Registrar (ii) increase the authorized Cellect Ordinary Shares, to the extent requested by Quoin prior to the filing with the SEC of the Proxy Statement, and (iiiii) make such other changes as shall be are mutually agreed upon by Parent agreeable to Cellect and the Company prior to filing such amendmentQuoin; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, until thereafter amended in accordance with the name terms of such bylaws, the certificate of incorporation of the Surviving Corporation in such bylaws shall reflect and the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws;DGCL; and (d) the directors and officers of Parent, each to hold office in accordance with the certificate Surviving Corporation and the directors and officers of incorporation and bylaws of Parent, Cellect shall be as the directors and officers set forth in Section 5.13 after giving effect Schedule 5.11 or as otherwise determined by Quoin with respect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office Corporation or as otherwise determined by Quoin and Cellect in accordance with Schedule 5.11 with respect to the certificate directors and officers of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the CompanyCellect.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Forte Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company may reasonably determine prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals“Forte Biosciences, Inc. Inc.” and (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split and (iii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.12 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.12; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companydirectors and officers of Merger Sub.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentIncorporation; (b) the certificate Certificate of incorporation Incorporation of Parent Celladon shall be identical to the certificate Certificate of incorporation Incorporation of Parent Celladon immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at or immediately prior to the Effective Time, Parent Celladon shall file an amendment one or more amendments to its certificate Certificate of incorporation Incorporation to (i) change the name of Parent Celladon to ARS Pharmaceuticals“Eiger Biopharmaceuticals, Inc. Inc.,” (ii) effect the Reverse Split to the extent applicable, and (iiiii) make such other changes as shall be are mutually agreed upon by Parent agreeable to Celladon and the Company prior to filing such amendmentEiger; (c) the bylaws Bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylawsBylaws; (d) the directors and officers of ParentCelladon, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of ParentCelladon, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.14; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Celladon as set forth in Section 5.14, after giving effect to Closing by the Companyprovisions of Section 5.14.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in its entirety an exhibit to read identically the Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of incorporation; (b) the certificate of incorporation of PubCo shall be identical to the certificate of incorporation of Merger Sub as in effect PubCo immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent PubCo shall file an amendment to its certificate of incorporation to (i) effect the PubCo Reverse Stock Split, (ii) change the name of Parent PubCo to ARS Pharmaceuticals“Palisade Bio, Inc. Inc.” and (iiiii) make such other changes as shall be are mutually agreed upon by Parent agreeable to PubCo and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a2.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of ParentPubCo, each to hold office in accordance with the certificate of incorporation and bylaws of ParentPubCo, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company6.14; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of PubCo as set forth in Section 6.14, after giving effect to Closing by the Companyprovisions of Section 6.14.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as set forth in effect immediately prior to the Effective Time, Exhibit D until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or ; (b) immediately prior to the Effective Time, the Surviving Corporation Monster shall file an amendment to its certificate of incorporation to change in the name form of Exhibit E attached hereto (the Surviving Corporation to ARS Subsidiary“Monster Amended and Restated Certificate of Incorporation”), Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided extent approved by the DGCL and such certificate holders of incorporation; providedMonster Common Stock as contemplated by Section 5.4, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent Monster to ARS Pharmaceuticals“Innovate Biopharmaceuticals, Inc. Inc.”, (ii) effect the Reverse Split, (iii) increase the authorized shares of Monster Common Stock, to the extent requested by Innovate prior to the filing with the SEC of the Proxy Statement / Information Statement and (iiiv) make such other changes as shall be are mutually agreed upon by Parent agreeable to Monster and the Company prior to filing such amendmentInnovate; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, until thereafter amended in accordance with the name terms of such bylaws, the certificate of incorporation of the Surviving Corporation in such bylaws shall reflect and the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylawsDGCL; (d) the bylaws of Monster shall be the bylaws of Monster immediately prior to the Effective Time; provided, however, that effective at the Effective Time, Monster shall amend its bylaws, to (i) prohibit the ability of Monster Stockholders to act by written consent and (ii) make such other changes as are mutually agreeable to Monster and Innovate; (e) the directors and officers of ParentMonster, each to hold office in accordance with the certificate Monster Amended and Restated Certificate of incorporation Incorporation and bylaws of ParentMonster, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.15; and (ef) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Monster as set forth in Section 5.15, after giving effect to Closing by the Companyprovisions of Section 5.15.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Parent shall file an amendment to its the Surviving Company’s certificate of incorporation to (i) change the name of the Surviving Corporation to ARS SubsidiaryOncternal Oncology, Inc. or and (ii) make such other name changes as shall be are mutually agreed upon to by Xxxxxx Parent and the Company prior to filing such amendment;Company. (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS PharmaceuticalsOncternal Therapeutics, Inc. Inc., (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.12; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.12, after giving effect to Closing the provisions of Section 5.12, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate articles of incorporation of Parent Apricus shall be identical to the certificate articles of incorporation of Parent Apricus immediately prior to the Effective Time, until thereafter amended as provided by the DGCL NRS and such certificate articles of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent Apricus shall file an amendment to its certificate articles of incorporation to (i) change the name of Parent Apricus to ARS Pharmaceuticals“Seelos Therapeutics, Inc. Inc.,” and (ii) make with such other changes as shall be are mutually agreed upon by Parent Apricus and the Company prior to filing such amendment(the “Apricus Charter Amendment”); (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the bylaws of Apricus shall be identical to the bylaws of Apricus immediately prior to the Effective Time, until thereafter amended as provided by the NRS, the articles of incorporation and such bylaws; provided, however, that after the filing of the Apricus Charter Amendment, Apricus shall amend its bylaws, or cause its bylaws to be amended, to indicate that the name of Apricus has been changed to “Seelos Therapeutics, Inc.”; (e) the directors and officers of ParentApricus, each to hold office in accordance with the certificate articles of incorporation and bylaws of ParentApricus, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.135.14, or such other persons as which shall be mutually agreed upon include one director selected by Parent Apricus and four directors selected by the Company; and (ef) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Apricus as set forth in Section 5.14, after giving effect to Closing by the Companyprovisions of Section 5.14.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent prior to the Effective Time: (a) the certificate of incorporation of the Interim Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent; (b) the bylaws of the Interim Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time; (c) the directors of Merger Sub I immediately prior to the Effective Time shall be the directors of the Interim Surviving Corporation immediately after the Effective Time and the managers of the Surviving Entity immediately after the effective time of the Second Step Merger, each to hold the office of a director/manager of the Interim Surviving Corporation and the Surviving Entity, respectively, in accordance with the provisions of DGCL and the certificate of incorporation and bylaws of the Interim Surviving Corporation and the LLC Act and the Certificate of Formation and the Limited Liability Company Agreement of the Surviving Entity until their respective successors are duly elected and qualified; (d) the officers of Merger Sub I immediately prior to the Effective Time shall be the officers of the Interim Surviving Corporation immediately after the Effective Time and the officers of the Surviving Entity after the effective time of the Second Step Merger, each to hold office in accordance with the provisions of the bylaws of the Interim Surviving Corporation and the Limited Liability Company Agreement of the Surviving Entity, respectively; (e) the certificate of formation of Merger Sub II as in effect immediately prior to the effective time of the Second Step Merger shall be the certificate of formation of the Surviving Entity in the Second Step Merger until thereafter amended in accordance with the LLC Act and as provided in such certificate of formation; provided, however, that at the effective time of the Second Step Merger, Article I of such certificate of formation shall be amended and restated in its entirety to read identically to as follows: “The name of this limited liability company is Eat24, LLC;” and (f) the certificate of incorporation Limited Liability Company Agreement of Merger Sub II as in effect immediately prior to the Effective Timeeffective time of the Second Step Merger shall be the Limited Liability Company Agreement of the Surviving Entity, until thereafter amended in accordance with the LLC Act and as provided by the DGCL and in such certificate of incorporationLimited Liability Company Agreement; provided, however, that at or immediately prior to the Effective Time, that the Surviving Corporation shall file an amendment to its certificate first sentence of incorporation to change the name paragraph 1 of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Limited Liability Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation Agreement shall be amended and restated in their its entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the follows: “The name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Company is Eat24, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the CompanyLLC.”

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective TimeTime (as part of the Certificate of Merger), the Surviving Corporation shall file an amendment to its certificate of incorporation shall be amended to (i) change the name of the Surviving Corporation to ARS Subsidiary, Inc. or “Neoleukin Corporation” and (ii) make such other name changes as shall be are mutually agreed upon to by Xxxxxx Parent and the Company prior to filing such amendmentCompany; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to following the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change Time but as soon thereafter as practicable the corporate name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior changed to filing such amendment“Neoleukin Therapeutics, Inc.”; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing the persons in such roles as set forth in Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation Company shall be amended and restated in its entirety to read identically to as set forth on Exhibit E, and as so amended and restated, shall be the certificate Certificate of incorporation Incorporation of Merger Sub the Surviving Corporation, until thereafter amended as in effect provided by the DGCL and such Certificate of Incorporation; (b) the Certificate of Incorporation of Saffron shall be the Saffron Charter immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Saffron shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation Saffron to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS “Xxxxxxxx Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendmentInc.”; (c) the bylaws Bylaws of the Surviving Corporation Company shall be amended and restated in their entirety to read identically to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, and as so amended and restated, shall be the name Bylaws of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylawsBylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, Saffron shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.11; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companydirectors and officers of Saffron as set forth in Section 5.11.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of Buyer immediately prior to the Surviving Corporation Effective Time as amended by Exhibit F-1 shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub the Surviving Corporation from and after the Effective Time, as in effect so amended, until thereafter further amended as provided therein and by the DGCL; (b) the bylaws of Buyer immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation from and after the Effective Time, until thereafter amended as provided by therein or pursuant to the DGCL and such certificate of incorporationincorporation of the Surviving Corporation or the DGCL; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Parties shall file an amendment take all actions necessary to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) amend the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to (i) reflect the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the new name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL Exhibit F-1 and such bylaws; (dii) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the conform any other provisions of Section 5.13the bylaws inconsistent with Exhibit F-1 to Exhibit F-1 (including amending any references to a majority or other proportion of stock, voting stock or shares to refer to such majority or other persons as shall be mutually agreed upon by Parent and proportion of the Companyvotes of such stock, voting stock or shares); and (ec) The Parties shall use commercially reasonable efforts and take all necessary action so that from and after the Effective Time, (a) the board of directors of the Surviving Corporation is composed of seven members, with all members to be designated by the Company, such designees (if then known) to be provided prior to the filing of the Registration Statement, and (b) executive officers to be identified by the Company prior to the filing of the Registration Statement, are appointed to the applicable positions of the Surviving Corporation, in each case to hold office serve in such positions effective as of the Effective Time until successors are duly elected or appointed in accordance with applicable Law. Promptly after the certificate of incorporation and bylaws Registration Statement shall have been declared effective under the Securities Act, all members of the Surviving Corporation, Buyer Board and officers of Buyer who will no longer be members of the Buyer Board or officers of Buyer shall provide executed resignation letters to be determined prior to Closing by effective at the CompanyEffective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time: (a) Time and without any further action on the certificate of incorporation part of the Surviving Corporation Company or Merger Sub, the Company’s Certificate of Incorporation shall be amended and restated to read in its entirety to read identically to as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the DGCL and applicable Law; provided, that such certificate of incorporation; provided, however, that at or immediately prior to incorporation shall reflect as of the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change Time “Arrowhead General Insurance Agency SuperHolding Corporation” as the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws Corporation. The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time (except that Time, shall be the name Bylaws of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter changed or amended as provided therein or by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be, in each case in the manner provided in the certificate of incorporation of the Surviving Corporation or the bylaws of Parent, the Surviving Corporation or as otherwise provided by applicable law. (c) The officers of the Company immediately prior to the Effective Time shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving CorporationCorporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be, in each to hold office case in accordance with the manner provided in the certificate of incorporation and of the Surviving Corporation or the bylaws of the Surviving Corporation, shall be determined prior to Closing Corporation or as otherwise provided by the Companyapplicable law.

Certificate of Incorporation and Bylaws; Directors and Officers. At or immediately following the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Proteon Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS "ArTara Subsidiary, Inc. Inc." or such other name as shall be mutually agreed upon by Xxxxxx and the Company may reasonably determine prior to filing such amendment; (b) Parent shall, immediately after the consummation of the Private Placement, effect the amendment and restatement of the certificate of incorporation of Parent shall be identical in its entirety to read identically to the certificate of incorporation of Parent immediately prior to the Effective TimeTime (after giving effect to the Parent Pre-Effective Time Charter Amendment), until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that the certificate of incorporation of Parent, as so amended and restated at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) reflect the Nasdaq Reverse Split effected pursuant to the Parent Pre-Effective Time Charter Amendment, (ii) reflect the Parent Series A Preferred Automatic Conversion effected pursuant to the Parent Pre-Effective Time Charter Amendment and the elimination of the Parent Series A Preferred Stock Certificate of Designation, (iii) reflect the change of the name of the Parent to ARS Pharmaceuticals"ArTara Therapeutics, Inc. Inc." and (iiiv) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany, and, if required, have been approved by the requisite holders of Parent Capital Stock; (c) the Surviving Corporation shall amend and restate the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Proteon Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.11; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.11, after giving effect to Closing the provisions of Section 5.11, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, except that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the corporate name of the Surviving Corporation shall be changed to ARS Subsidiary, Inc. “Histogen Therapeutics Inc.” (or to such other name as shall be mutually agreed upon by Xxxxxx and the Company prior Parties may agree), subject to filing such amendmentSection 5.08(c); (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to on the date hereof, until amended after the Effective Time, until thereafter amended Time as provided by the DGCL and such certificate of incorporation; provided, however, that at prior to or immediately concurrently with the filing of the Certificate of Merger, but to be effective shortly after the close of the Nasdaq Capital Market on the Closing Date and prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change effect the name of Parent Reverse Stock Split (to ARS Pharmaceuticalsthe extent applicable), Inc. and (ii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company and which either have been approved by Parent’s stockholders or do not require such approval; and provided, further, that prior to or concurrently with the filing of the Certificate of Merger, but to be effective promptly after the Effective Time, Parent shall file an amendment to its certificate of incorporation to change the name of Parent to “Histogen Inc.” (or to such amendmentother name as Parent and the Company may otherwise agree prior to the filing of the Certificate of Merger) (the “Parent Name Change”); (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylawsthe Surviving Corporation’s Organizational Documents; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Schedule 5.15 (subject to Section 5.13 after giving effect 5.15 and this Section 1.04(d)), which shall include two (2) directors selected by Parent, at least one of whom must be an Independent Director and an Eligible Audit Committee Member, and up to six (6) directors selected by the provisions Company, a majority of Section 5.13whom must be Independent Directors and at least two (2) of whom must be an Eligible Audit Committee Member (and, unless one of the directors selected by Parent satisfies this qualification, one of the Eligible Audit Committee Members must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in such director’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other persons as shall be mutually agreed upon by senior officer with financial oversight responsibilities) (the “Post-Merger Parent and the CompanyBoard”); and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of the Company as set forth in Schedule 5.15, after giving effect to Closing by the Companyprovisions of Section 5.15.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time: (ai) the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated in its entirety to read identically identical to the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentbylaws; (bii) the certificate memorandum and articles of incorporation association of Parent shall be identical to the certificate memorandum and articles of incorporation association of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL laws of the British Virgin Islands and such certificate memorandum and articles of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendmentassociation; (ciii) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub except as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified set forth in Section 1.4(a))4.12, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate memorandum and articles of incorporation and bylaws association of Parent, shall be remain the same as set forth the directors and officers who were in Section 5.13 after giving effect place immediately prior to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the CompanyEffective Time; and (eiv) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined the directors and officers of Merger Sub who were in place immediately prior to Closing the effective time. (b) At the Second Effective Time: (i) the certificate of formation and operating agreement of the Surviving Entity shall be as set forth in Exhibits F and G, respectively, until thereafter amended as provided by the CompanyDLLCA and such certificate of formation and operating agreement; (ii) the memorandum and articles of association of Parent shall be identical to the memorandum and articles of association of Parent immediately prior to the Second Effective Time, until thereafter amended as provided by the laws of the British Virgin Islands and such memorandum and articles of association; (iii) except as set forth in Section 4.12, the directors and officers of Parent, each to hold office in accordance with the memorandum and articles of association of Parent, shall remain the same as the directors and officers who were in place immediately prior to the Second Effective Time; and (iv) the managers and officers of the Surviving Entity, each to hold office in accordance with the certificate of formation and operating agreement of the Surviving Entity, shall be the managers and officers of Merger Sub 2 who were in place immediately prior to the Second Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment;. (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment one or more amendments to its certificate of incorporation incorporation, to the extent approved by the holders of Parent Common Stock as contemplated by Section 5.3, to (i) change the name of Parent to ARS PharmaceuticalsQualigen Therapeutics, Inc. (provided, that if the Company timely identifies to Parent a different name reasonably acceptable to Parent, the amendment shall be to change the name of Parent to such other name), (ii) effect any Reverse Split undertaken pursuant to Section 5.12(c), and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the Parties shall take all actions necessary to cause the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall to be as set forth in Section 5.13 5.15 and to amend the bylaws of Parent to reflect the name identified in Section 1.4(b); and (e) the Parties shall take all actions necessary to cause the directors and officers of the Surviving Corporation to be the directors and officers of Parent as set forth in Section 5.15, after giving effect to the provisions of Section 5.135.15, or such other persons Persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, Company each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary“Elicio Operating Company, Inc. Inc.” or such other name as shall be mutually agreed upon by Xxxxxx Parent and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals“Elicio Therapeutics, Inc. Inc.” and (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split (to the extent applicable and necessary) and (iii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.11 after giving effect to the provisions of Section 5.135.11, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companydirectors and officers of Merger Sub.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) Unless otherwise determined by Parent and the Company prior to the Effective TimeTime of Merger I: (ai) the certificate of incorporation of Surviving Corporation I immediately after the Effective Time of Merger I shall be the certificate of incorporation of Merger Sub I immediately prior to the Effective Time of Merger I; (ii) the bylaws of Surviving Corporation I immediately after the Effective Time of Merger I shall be the bylaws of Merger Sub I immediately prior to the Effective Time of Merger I; and (iii) the directors and officers of Surviving Corporation I immediately after the Effective Time of Merger I shall be the respective individuals who are directors and officers of Merger Sub I immediately prior to the Effective Time of Merger I. (b) Unless otherwise determined by Parent and the Company prior to the Effective Time of Merger II: (i) the certificate of incorporation of the Surviving Corporation immediately after the Effective Time of Merger II shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect II immediately prior to the Effective TimeTime of Merger II, until thereafter amended as provided by the DGCL and such certificate except that Article I of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent Merger Sub II shall be identical amended to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended reads as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the follows “The name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendmentcorporation is “TogetherSoft Corporation”; (cii) the bylaws of the Surviving Corporation immediately after the Effective Time of Merger II shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect II immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Merger II, until thereafter changed or amended as provided therein or by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Companyapplicable law; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to as set forth in Exhibit D until thereafter amended as provided by the DGCL and such certificate of incorporation; (b) the certificate of incorporation of Merger Sub as in effect Signal shall be the certificate of incorporation of Signal immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Signal shall file an amendment one or more amendments to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiaryincorporation, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided extent approved by the DGCL and such certificate holders of incorporation; providedSignal Common Stock as contemplated by Section 5.3, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent Signal to ARS Pharmaceuticals“Miragen Therapeutics, Inc. Inc.”, (ii) effect the Miragen Reverse Split, to the extent requested by Miragen prior to the filing with the SEC of the Proxy Statement / Prospectus / Information Statement, (iii) increase the authorized shares of Signal Common Stock, to the extent requested by Miragen prior to the filing with the SEC of the Proxy Statement / Prospectus / Information Statement, (iv) prohibit the ability of Signal Stockholders to act by written consent, and (iiv) make such other changes as shall be are mutually agreed upon by Parent agreeable to Signal and the Company prior to filing such amendmentMiragen; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, until thereafter amended in accordance with the name terms of such bylaws, the certificate of incorporation of the Surviving Corporation in such bylaws shall reflect and the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylawsDGCL; (d) the bylaws of Signal shall be the bylaws of Signal immediately prior to the Effective Time; provided, however, that effective at the Effective Time, Signal shall amend its bylaws, to (i) prohibit the ability of Signal Stockholders to act by written consent and (ii) make such other changes as are mutually agreeable to Signal and Miragen; (e) the directors and officers of ParentSignal, each to hold office in accordance with the certificate of incorporation and bylaws of ParentSignal, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (ef) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Signal as set forth in Section 5.13, after giving effect to Closing by the Companyprovisions of Section 5.13.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) Unless otherwise determined by Parent prior to the Effective Time: (ai) the certificate of incorporation of the Interim Surviving Corporation shall, subject to Section 4.12(a), be amended and restated as of the Effective Time in a form acceptable to Parent; (ii) the bylaws of the Interim Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time; (iii) the directors of Merger Sub I immediately prior to the Effective Time shall be the directors of the Interim Surviving Corporation immediately after the Effective Time and the managers of the Surviving Company immediately after the effective time of the Second Step Merger, each to hold the office of a director/manager of the Interim Surviving Corporation and the Surviving Company, respectively, in accordance with the provisions of Delaware Law and the certificate of incorporation and bylaws of the Interim Surviving Corporation and the LLC Act and Limited Liability Company Agreement of the Surviving Company until their respective successors are duly elected and qualified; and (iv) the officers of Merger Sub I immediately prior to the Effective Time shall be the officers of the Interim Surviving Corporation immediately after the Effective Time and the officers of the Surviving Company after the effective time of the Second Step Merger, each to hold office in accordance with the provisions of the bylaws of the Interim Surviving Corporation and the Limited Liability Company Agreement of the Surviving Company, respectively. (b) The certificate of formation of Merger Sub II as in effect immediately prior to the effective time of the Second Step Merger shall be the certificate of formation of the Surviving Company in the Second Step Merger until thereafter amended in accordance with the LLC Act and as provided in such certificate of formation; provided, however, that at the effective time of the Second Step Merger, Article I of such certificate of formation shall be amended and restated in its entirety to read identically as follows: “The name of this limited liability company is Bronto Software, LLC.” AGREEMENT AND PLAN OF MERGER (c) Unless otherwise determined by Parent prior to the certificate of incorporation Effective Time, the Limited Liability Company Agreement of Merger Sub II as in effect immediately prior to the Effective Timeeffective time of the Second Step Merger shall be the Limited Liability Company Agreement of the Surviving Company, until thereafter amended in accordance with the LLC Act and as provided by the DGCL and in such certificate of incorporationLimited Liability Company Agreement; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name effective time of the Surviving Corporation to ARS SubsidiarySecond Step Merger, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Limited Liability Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation Agreement shall be amended and restated in their its entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the follows: “The name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))this limited liability company is Bronto Software, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the CompanyLLC.”

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to as set forth in Exhibit E until thereafter amended as provided by the DGCL and such certificate of incorporation; (b) the certificate of incorporation formation of Merger Sub as in effect Opexa shall be the certificate of formation of Opexa immediately prior to the Effective Time, until thereafter amended as provided by the DGCL TBOC and such certificate of incorporationformation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation Opexa shall file an amendment one or more amendments to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiaryformation, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided extent approved by the DGCL and such certificate holders of incorporation; providedOpexa Common Stock as contemplated by Section 5.3, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent Opexa to ARS Pharmaceuticals, Inc. “Acer Therapeutics Inc.,” and (ii) make such other changes as shall be mutually agreed upon effect the NASDAQ Reverse Split, to the extent requested by Parent and the Company Acer prior to the filing such amendmentwith the SEC of the Proxy Statement / Prospectus / Information Statement; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, until thereafter amended in accordance with the name terms of such bylaws, the certificate of incorporation of the Surviving Corporation in such bylaws shall reflect and the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylawsDGCL; (d) the bylaws of Opexa shall be the bylaws of Opexa immediately prior to the Effective Time; provided, however, that effective at the Effective Time, Opexa shall amend its bylaws, to replace all references to Opexa’s name with “Acer Therapeutics Inc.”; (e) the directors and officers of ParentOpexa, each to hold office in accordance with the certificate of incorporation formation and bylaws of ParentOpexa, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (ef) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Opexa as set forth in Section 5.13, after giving effect to Closing by the Companyprovisions of Section 5.13.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent prior to the Effective Time: (a) the certificate of incorporation of the Interim Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent; (b) the bylaws of the Interim Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time; (c) the directors of Merger Sub I immediately prior to the Effective Time shall be the directors of the Interim Surviving Corporation immediately after the Effective Time and the managers of the Surviving Entity immediately after the effective time of the Second Step Merger, each to hold the office of a director/manager of the Interim Surviving Corporation and the Surviving Entity, respectively, in accordance with the provisions of DGCL and the certificate of incorporation and bylaws of the Interim Surviving Corporation and the LLC Act and the Certificate of Formation and the Limited Liability Company Agreement of the Surviving Entity until their respective successors are duly elected and qualified; and (d) the officers of Merger Sub I immediately prior to the Effective Time shall be the officers of the Interim Surviving Corporation immediately after the Effective Time and the officers of the Surviving Entity after the effective time of the Second Step Merger, each to hold office in accordance with the provisions of the bylaws of the Interim Surviving Corporation and the Limited Liability Company Agreement of the Surviving Entity, respectively. (e) The certificate of formation of Merger Sub II as in effect immediately prior to the effective time of the Second Step Merger shall be the certificate of formation of the Surviving Entity in the Second Step Merger until thereafter amended in accordance with the LLC Act and as provided in such certificate of formation; provided, however, that at the effective time of the Second Step Merger, Article I of such certificate of formation shall be amended and restated in its entirety to read identically as follows: “The name of this limited liability company is SeatMe, LLC.” (f) Unless otherwise determined by Parent prior to the certificate of incorporation Effective Time, the Limited Liability Company Agreement of Merger Sub II as in effect immediately prior to the Effective Timeeffective time of the Second Step Merger shall be the Limited Liability Company Agreement of the Surviving Entity, until thereafter amended in accordance with the LLC Act and as provided by the DGCL and in such certificate of incorporationLimited Liability Company Agreement; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Limited Liability Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation Agreement shall be amended and restated in their its entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the follows: “The name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))this limited liability company is SeatMe, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the CompanyLLC.”

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety at or immediately prior to read identically the Effective Time as set forth in Exhibit E, to, among other things, change the name of the Surviving Corporation to “Serina Operating Company, Inc.” or such other name as shall be mutually agreed upon by Parent and the Company prior to filing such amendment and restatement, and shall be the certificate of incorporation of Merger Sub the Surviving Corporation until thereafter amended as provided by the ABCL and such amended and restated certificate of incorporation; (b) the certificate of incorporation of Parent shall be amended and restated in effect its entirety, as contemplated in Section 5.3(a)(v) (the “First Amended and Restated Certificate of Incorporation”) and as set forth in Exhibit F, at or immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate the First Amended and Restated Certificate of incorporation; Incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name filing of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx First Amended and the Company prior to filing such amendment; (b) the certificate Restated Certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective TimeIncorporation, Parent shall file an amendment to its current certificate of incorporation to (i) change as contemplated by Section 5.3(a)(i), effect the name of Parent to ARS Pharmaceuticals, Inc. NYSE Reverse Split and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment;amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect at or immediately prior to the Effective Time (except that as set forth in Exhibit G, and shall be the name bylaws of the Surviving Corporation until thereafter amended as provided by the ABCL and such amended and restated bylaws; (d) the bylaws of the Parent shall be amended and restated in such their entirety at or immediately prior to the Effective Time as set forth in Exhibit H, and shall be the bylaws shall reflect of the name identified in Section 1.4(a)), Parent until thereafter amended as provided by the DGCL and such bylaws;amended and restated bylaws; (de) the directors and officers of Parent, each to hold office in accordance with the certificate First Amended and Restated Certificate of incorporation Incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.11 after giving effect to the provisions of Section 5.135.11, or such other persons as shall be mutually agreed upon by Parent and the Company; Company; and (ef) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing the directors and officers of Parent, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. (i) At the Effective Time: , (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as Time shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by the DGCL and such certificate of incorporation; providedapplicable Law, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (iib) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; provided, however, in each case, that the name of the Surviving Corporation in such bylaws corporation set forth therein shall reflect be changed to the name identified of the Company. At the Subsequent Merger Effective Time, (a) the certificate of formation of Merger LLC as in Section 1.4(a)), effect immediately prior to the Subsequent Merger Effective Time shall be the certificate of formation of the Surviving Company until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate terms thereof or as provided by applicable Law, and (b) the operating agreement of incorporation and bylaws of Parent, Merger LLC as in effect immediately prior to the Subsequent Merger Effective Time shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers operating agreement of the Surviving Corporation, each to hold office Company until thereafter amended in accordance with the certificate terms thereof or as provided by applicable Law; provided, however, in each case, that the name of incorporation the company set forth therein shall be changed to the name of the Company. (ii) The directors and officers (if any) of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation. (iii) The managers and officers (if any) of Merger LLC, shall be determined in each case, immediately prior to Closing by the Subsequent Merger Effective Time shall, from and after the Subsequent Merger Effective Time, be the managers and officers, respectively, of the Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the operating agreement of the Surviving Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent Nautilus shall be identical to the certificate of incorporation of Parent Nautilus immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent Nautilus shall file an amendment to its certificate of incorporation to (i) change the name of Parent Nautilus to ARS Pharmaceuticals“Alpine Immune Sciences, Inc. Inc.,” and (ii) make effect the Nautilus Reverse Stock Split, such other amendment to be in the form attached hereto as Exhibit E, with such changes as shall be are mutually agreed upon by Parent Nautilus and the Company prior to filing such amendment(the “Nautilus Charter Amendment”); (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of ParentNautilus, each to hold office in accordance with the certificate of incorporation and bylaws of ParentNautilus, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.14; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Nautilus as set forth in Section 5.14, after giving effect to Closing by the Companyprovisions of Section 5.14.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to as set forth in Exhibit D until thereafter amended as provided by the DGCL and such certificate of incorporation; (b) the certificate of incorporation of Merger Sub as in effect TapImmune shall be the certificate of incorporation of TapImmune immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation TapImmune shall file an amendment one or more amendments to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the a certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL conversion and such new certificate of incorporation; provided, howeveras applicable, that at or immediately prior to the Effective Timeextent approved by the holders of TapImmune Common Stock as contemplated by Section 5.3, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent TapImmune to ARS Pharmaceuticals“Marker Therapeutics, Inc. Inc.,” (ii) increase the authorized shares of TapImmune Common Stock, (iii) effect the Reincorporation of TapImmune to Delaware, (iv) if deemed necessary by the Parties, effect the Reverse Stock Split, and (iiv) make such other changes as shall be are mutually agreed upon by Parent agreeable to TapImmune and the Company prior to filing such amendmentMarker; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, until thereafter amended in accordance with the name terms of such bylaws, the certificate of incorporation of the Surviving Corporation in such bylaws shall reflect and the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylawsDGCL; (d) prior to the directors and officers Closing, but to be effective at the Closing, the Board of ParentDirectors of TapImmune shall (i) increase the size of the Board of Directors of TapImmune to eight (8) directors, each to hold office in accordance with (ii) take such action (including securing resignations of the certificate existing members of incorporation and bylaws the Board of Parent, shall be Directors other than those designated by TapImmune as set forth in Schedule C-1 hereto) necessary to cause the Board of Directors of TapImmune to be constituted as set forth on Schedule C-1 hereto and (iii) secure the resignations of the existing members of the committees of the Board of Directors of TapImmune. Promptly following the Closing, the Board of Directors of TapImmune, as re-constituted in accordance with this Section 5.13 after giving effect 1.4(d), shall take such action necessary to cause the provisions committees of Section 5.13, or such other persons the Board of Directors of TapImmune to be constituted as shall be mutually agreed upon by Parent and the Companyset forth on Schedule C-2 hereto; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined agreed to by the Parties prior to Closing by the Companyfiling with the SEC of the Proxy Statement.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Company as the First Step Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate Certificate of incorporation Incorporation of Merger Sub I as in effect immediately prior to the Effective Time, and as so amended and restated, shall be the Certificate of Incorporation of the First Step Surviving Corporation, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentIncorporation; (b) the certificate Bylaws of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) as the bylaws of the First Step Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws Bylaws of Merger Sub I as in effect immediately prior to the Effective Time (except that Time, and as so amended and restated, shall be the name Bylaws of the First Step Surviving Corporation until thereafter amended as provided by the DGCL and such Bylaws; (c) unless otherwise determined by FSI prior to the Second Effective Time, at the Second Effective Time, the Certificate of Incorporation of Merger Sub II, as in such bylaws effect immediately prior to the Second Effective Time, shall reflect be amended in its entirety to read as set forth in the name identified in Section 1.4(a))Second Certificate of Merger, until thereafter amended as provided by the DGCL and such bylawsCertificate of Incorporation; (d) unless otherwise determined by FSI prior to the directors and officers Second Effective Time, the Bylaws of ParentMerger Sub II, each as in effect immediately prior to hold office in accordance with the certificate of incorporation and bylaws of ParentSecond Effective Time, shall be become the Bylaws of the Final Surviving Entity, until thereafter amended as set forth in Section 5.13 after giving effect to provided by the provisions of Section 5.13, or DGCL and such other persons as shall be mutually agreed upon by Parent and the Company; andBylaws; (e) the directors and officers of the First Step Surviving CorporationCorporation and the Final Surviving Entity, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the First Step Surviving CorporationCorporation and the Final Surviving Entity, respectively, shall be determined prior to Closing selected by the Company, in its sole discretion, prior to the Effective Time; (f) the directors and officers of FSI shall be selected by the Company, in its sole discretion, prior to the Effective Time; (g) the Articles of Continuance of FSI shall be the FSI Articles immediately prior to the Effective Time, until thereafter amended as provided by such Articles of Continuance; and (h) the Bylaws of FSI shall be the FSI Bylaws immediately prior to the Effective Time, until thereafter amended as provided by such FSI Bylaws; provided, however, that at the Effective Time, FSI shall amend and restate its Bylaws in accordance with the FSI A&R Bylaws and the FSI Shareholder Proposals.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time:, (ai) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth on Exhibit C, until thereafter amended as provided by the DGCL and such Certificate of Incorporation; (ii) the Certificate of Incorporation of Castle shall be amended in its entirety to read as set forth on Exhibit G (which shall provide for, among other things, the changing of the name of Castle to “Melinta Therapeutics, Inc.”) (the “Amended and Restated Castle Certificate of Incorporation”), until thereafter amended as provided by the DGCL and such Certificate of Incorporation; (iii) the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))set forth on Exhibit H, until thereafter amended as provided by the DGCL and such bylaws;; and (iv) the bylaws of Castle shall be amended and restated in its entirety to read as set forth on Exhibit I, until thereafter amended as provided by the DGCL and such bylaws. (b) Prior to the Closing, but to be effective at the Closing, the Board of Directors of Castle shall (i) increase the size of the Board of Directors of Castle to nine (9) directors, (ii) take such action (including securing resignations of the existing members of the Board of Directors other than those designated by Castle as set forth in Schedule C-1 hereto) necessary to cause the Board of Directors of Castle to be constituted as set forth on Schedule C-1 hereto and (iii) secure the resignations of the existing members of the committees of the Board of Directors of Castle. Promptly following the Closing, the Board of Directors of Castle, as re-constituted in accordance with this Section 1.4(b), shall take such action necessary to cause the committees of the Board of Directors of Castle to be constituted as set forth on Schedule C-2 hereto. (c) Immediately after the Effective Time, Castle shall terminate the employment of its Chief Executive Officer as an officer of Castle and its subsidiaries, to be replaced by the Successor CEO (or Interim CEO, as applicable) in accordance with Section 5.17. (d) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of Parentthe Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws by-laws of Parentthe Surviving Corporation until their respective successors are duly elected or appointed and qualified. If requested by the Company, the directors of the Surviving Corporation shall be the same as set forth in Section 5.13 the directors of Castle as re-constituted immediately after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; andEffective Time. (e) The officers of the directors and Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation, shall be determined prior to Closing by the CompanyCorporation until their respective successors are duly appointed.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety the Merger to read identically as set forth on Exhibit A to the certificate Certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeMerger, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective TimeTime (which shall reflect the Nasdaq Reverse Split, if approved), until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Time Parent shall file an amendment to its certificate of incorporation incorporation, to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment“CARISMA Therapeutics Inc.”; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)on Exhibit A to the Certificate of Merger), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.12; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing the directors and officers of Parent as set forth in Section 5.12 or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate articles of incorporation of Parent shall be identical to the certificate articles of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL NRS and such certificate articles of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment one or more amendments to its certificate articles of incorporation incorporation, to the extent approved by the holders of Parent’s capital stock as contemplated by Section 5.3, to (i) increase the authorized capital stock of Parent, if required (the “Increased Authorized Capital “), (ii) change the name of Parent to ARS Pharmaceuticals“Kintara Therapeutics, Inc. Inc.” (the “Name Change”) and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.12; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.12, after giving effect to Closing the provisions of Section 5.12, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) Subject to the requirements set forth in Section 6.4, at the Effective Time: (a) , the certificate of incorporation of Purchaser, as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Legal Requirements, except that the name of the Surviving Corporation shall be amended and restated in its entirety to read identically “Constellation Pharmaceuticals, Inc.” (b) Subject to the certificate requirements set forth in Section 6.4, at the Effective Time, the bylaws of incorporation of Merger Sub Purchaser, as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be until thereafter amended in accordance with the provisions thereof and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (applicable Legal Requirements, except that the name of the Surviving Corporation in such bylaws shall reflect be “Constellation Pharmaceuticals, Inc.” (c) The directors and officers of Purchaser as of immediately prior to the name identified in Section 1.4(a))Effective Time shall be the directors and officers, respectively, of the Surviving Corporation as of the Effective Time, to serve until thereafter amended as provided by the DGCL their respective successors are duly elected and such bylaws;qualified, or their earlier death, resignation or removal. (d) Without limiting Section 6.4, from and after the directors and officers of ParentEffective Time until the sixth (6th) anniversary thereof, each to hold office in accordance with the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of Parentthe Surviving Corporation and each of the other Acquired Corporations shall contain provisions no less favorable with respect to indemnification, shall be as advancement of expenses and exculpation of individuals who were, prior to the Effective Time, directors, officers, employees or agents of the Company or the other Acquired Corporations or any of their predecessor entities, than are presently set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the Surviving CorporationCompany and each of the other Acquired Corporations, as amended through the Effective Time, which provisions shall not be determined prior to Closing by amended, repealed or otherwise modified in any manner that would adversely affect the Companyrights thereunder of any such individuals or any of their successors, assigns or heirs.

Certificate of Incorporation and Bylaws; Directors and Officers. At (i) Unless otherwise determined by Acquirer and the Company prior to the Effective Time: , at the Effective Time: (aA) the certificate of incorporation of the First Step Surviving Corporation Entity shall be amended and restated in its entirety as of the Effective Time to read identically as set forth in the First Certificate of Merger, until thereafter amended as provided by Delaware Law; (B) the bylaws of the First Step Surviving Entity shall be amended and restated as of the Effective Time to be identical (other than as to name) to the certificate of incorporation bylaws of Merger Sub I as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL ; and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (bC) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL directors and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws officers of Merger Sub as in effect I immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the only directors and officers of the First Step Surviving CorporationEntity immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationEntity. (ii) Unless otherwise determined by Acquirer and the Company prior to the Effective Time, at the Second Effective Time: (i) the certificate of formation of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be determined amended in its entirety to read as set forth in the Second Certificate of Merger, until thereafter amended as provided by Delaware Law; (ii) the limited liability company agreement of Merger Sub II, as in effect immediately prior to Closing the Second Effective Time, shall become the limited liability company agreement of the Surviving Entity, until thereafter amended as provided by Delaware Law, the Companycertificate of formation of Merger Sub II and such limited liability company agreement; and (iii) the managers and officers of Merger Sub II immediately prior to the Second Effective Time shall remain the sole managers and officers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed or admitted.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) Subject to Section 5.5(a), at the Effective Time: : (ai) the certificate Certificate of incorporation Incorporation of the Surviving Corporation Company shall be amended and restated in its entirety to read identically to be in substantially the certificate form set forth on Exhibit B-1, and as so amended and restated shall be the Certificate of incorporation Incorporation of the First Merger Sub as in effect immediately prior to the Effective Time, Surviving Corporation until thereafter amended as provided therein or by the DGCL and such certificate of incorporationapplicable Law; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation Company shall be amended and restated in their entirety to read identically to be in substantially the form set forth as Exhibit B-2, and as so amended and restated shall be the bylaws of the First Merger Surviving Corporation until thereafter amended as provided therein or by applicable Law. (b) Subject to Section 5.5(a), at the Second Effective Time: (i) the Certificate of Formation of Merger Sub II shall be amended and restated in its entirety to be in substantially the form set forth as Exhibit B-3, and as so amended and restated shall be the Certificate of Formation of the Surviving Company until thereafter amended as provided therein or by applicable Law; and (ii) the Limited Liability Company Agreement of Merger Sub II shall be amended and restated to be in effect substantially the form set forth as Exhibit B-4, and as so amended and restated shall be the Limited Liability Company Agreement of the Surviving Company until thereafter amended as provided therein or by applicable Law. (c) The Parties shall take all actions necessary so that the directors and officers of Xxxxxx Sub I immediately prior to the Effective Time (except that shall, from and after the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Effective Time, until thereafter amended as provided by the DGCL and such bylaws; (d) be the directors and officers of Parentofficers, each to hold office in accordance with the certificate of incorporation and bylaws of Parentrespectively, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the First Merger Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation and bylaws of the First Merger Surviving Corporation, . (d) The Parties shall be determined take all actions necessary so that the managing member of Merger Sub II immediately prior to Closing by the Second Effective Time shall, from and after the Second Effective Time, be the managing member of the Surviving Company until its successor has been duly elected or appointed and qualified or until its earlier death, resignation or removal in accordance with the certificate of formation and limited liability company agreement of the Surviving Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At (i) Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (aA) the certificate of incorporation of the First Step Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read identically as set forth in the First Certificate of Merger, until thereafter amended as provided by Delaware Law; (B) the Company shall take all actions necessary to cause the bylaws of the First Step Surviving Corporation to be amended and restated as of the Effective Time to be identical (other than as to name) to the certificate of incorporation bylaws of Merger Sub I as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and and (C) the Company prior shall take all actions necessary to filing such amendment; (b) cause the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL directors and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws officers of Merger Sub as in effect I immediately prior to the Effective Time (except that to be the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the only directors and officers of the First Step Surviving CorporationCorporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation and bylaws of the First Step Surviving Corporation. (ii) At the Second Effective Time: (A) the Certificate of Formation of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be determined amended in its entirety to read as set forth in the Second Certificate of Merger, until thereafter amended as provided by Delaware Law; (B) the Limited Liability Company Agreement of Merger Sub II, as in effect immediately prior to Closing the Second Effective Time, shall become the Limited Liability Company Agreement of the Final Surviving Entity, until thereafter amended as provided by Delaware Law, the CompanyCertificate of Formation of Merger Sub II and such Limited Liability Company Agreement; (C) the managers of Merger Sub II immediately prior to the Second Effective Time shall be the sole managers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed; and (D) the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS “Brickell Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendmentInc.”; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals“Brickell Biotech, Inc. Inc.”, (ii) as contemplated by Section 5.3(a)(i), increase the number of authorized shares of Parent Common Stock and effect the Reverse Split, and (iiiii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a))Time, until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.14 after giving effect to the provisions of Section 5.135.14, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of Parent as set forth in Section 5.14, after giving effect to Closing the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in its entirety an exhibit to read identically the Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of incorporation; (b) the certificate of incorporation of PubCo shall be identical to the certificate of incorporation of Merger Sub as in effect PubCo immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent PubCo shall file an amendment to its certificate of incorporation to (i) effect the PubCo Reverse Stock Split, (ii) change the name of Parent PubCo to ARS Pharmaceuticals“GRI Bio, Inc. Inc.” and (iiiii) make such other changes as shall be are mutually agreed upon by Parent agreeable to PubCo and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a2.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of ParentPubCo, each to hold office in accordance with the certificate of incorporation and bylaws of ParentPubCo, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company6.14; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior the directors and officers of PubCo as set forth in Section 6.14, after giving effect to Closing by the Companyprovisions of Section 6.14.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub the Company as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS “Viracta Subsidiary, Inc. Inc.” or such other name as shall be mutually agreed upon by Xxxxxx and the Company may reasonably determine prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; , provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals“Viracta Therapeutics, Inc. Inc.” and (ii) as contemplated by Section 5.3(a)(i), effect the Nasdaq Reverse Split and (iii) make such other changes as shall be are mutually agreed upon by agreeable to Parent and the Company prior to filing such amendmentCompany; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 5.14 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company5.14; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Companydirectors and officers of Merger Sub.