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

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate Company Certificate of incorporation of the Surviving Corporation Incorporation shall be amended and restated to read in its entirety to read 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 applicable Law; provided, provided that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealingTransportation Technologies Industries, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read in their entirety as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, Time until thereafter changed or amended as provided therein or by the Surviving Corporation’s certificate of incorporation of the Surviving Corporation and applicable Law.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At As of the Effective Time Time, by virtue of the Merger and without any further action on the part of MergerCo, the Company or Merger Subany other Person being required, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read the same as the certificate of incorporation of Merger Sub MergerCo as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, Time (except that such certificate of incorporation Article I thereof shall reflect as read “The name of the Effective Time “Advanced BioHealingcorporation is FASBI, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation and except that Article VI shall be deleted and the subsequent articles therein shall be renumbered accordingly) and, as so amended and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to the Effective Timerestated, until thereafter changed or amended as provided therein or by shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by Law and applicable Law.the terms of such certificate of incorporation. As of the Effective Time, the bylaws of the Surviving Corporation shall have been amended and restated as contemplated by Section 7.1

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Surviving Corporation’s certificate of incorporation shall be amended and restated to read in its entirety as set forth in the Certificate of Merger. The bylaws of the Surviving Corporation shall be amended and restated in its entirety to read the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law; provided, that such bylaws shall reflect as of the Effective Time “Medfusion, Inc.” as the name of the Surviving Corporation.