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; (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 the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained). (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 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 5.14; 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 the directors and officers of Parent as set forth in Section 5.14, after giving effect to 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 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; (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 the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).; (c) the bylaws of the Surviving Corporation shall be identical amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective TimeTime (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 5.145.11 after giving effect to the provisions of Section 5.11, 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 the directors and officers of Parent as set forth in Section 5.145.11, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.11.

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; (b) , the certificate of incorporation of Parent shall be identical to the Surviving Corporation and the DGCL, provided however that with effect from the Effective Time, Article I of the certificate of incorporation of Parent immediately prior the Surviving Corporation shall be amended and restated in its entirety to the Effective Time, until thereafter amended read as provided by the DGCL and such certificate of incorporation; provided, however, that at the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the follows: ‘The name of Parent to “Vaxartthe corporation is Decoy Biosystems, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).’; (cb) the bylaws of the Surviving Corporation shall be identical amended and restated in their entirety to read identically 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 bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the terms of such bylaws, the certificate of incorporation of the Surviving Corporation and bylaws of Parent, shall be as set forth in Section 5.14the DGCL; and (ec) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate Corporation and of incorporation and bylaws of the Surviving CorporationIntec Parent, shall be the directors and officers of Parent as set forth in Schedule ‎5.16 (subject to Section 5.14‎5.16), after giving effect each of which shall include up to the provisions of Section 5.14six (6) directors selected by Intec Parent, or such other persons as shall be mutually agreed upon and three (3) directors selected by Parent and the CompanyDecoy.

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 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; (b) the certificate of incorporation of Parent Zordich shall be identical to the certificate of incorporation of Parent Zordich immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at the Effective Time, Parent Zordich shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent Zordich to “VaxartLarimar Therapeutics, Inc.” (the “Corporate Name Change”) and (ii) effect the Zordich Reverse Stock Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtainedrequired pursuant to Section 6.19).; (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 bylaws; (d) the directors and officers of ParentZordich, each to hold office in accordance with the certificate of incorporation and bylaws of ParentZordich, shall be as set forth in Section 5.146.14; 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 the directors and officers of Parent Zordich as set forth in Section 5.146.14, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company6.14.

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 incorporationIncorporation; (b) the certificate Certificate of incorporation Incorporation of Parent Lpath shall be identical to the certificate Certificate of incorporation Incorporation of Parent Lpath as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at the Effective Time, Parent Lpath shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent Lpath to “VaxartApollo Endosurgery, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtainedapplicable and necessary). (c) the bylaws Bylaws of the Surviving Corporation shall be identical to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective 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 5.14Bylaws; and (ed) 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 the directors and officers of Parent Merger Sub as set forth in Section 5.14, after giving effect to 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 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;. (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 the Effective Time, Parent shall file one or more amendments to its Certificate 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 “VaxartNeuroBo Pharmaceuticals, Inc.” (the “Corporate Name Change”) and , (ii) effect the Reverse Split Split, and (but only iii) make such other changes as are mutually agreeable to Parent and the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).Company; (c) the bylaws of the Surviving Corporation shall be identical amended and restated in their entirety to read identically 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 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 5.145.13 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 CorporationCorporation to be the directors and officers of Parent 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 each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be the directors and officers of Parent as set forth in Section 5.14, after giving effect to 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 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; (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; incorporation provided, however, that at the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote or other required approval of the holders of Parent Common Stock has been obtained).) to (i) effect the Reverse Split, (ii) to change the name of Parent to “PDS Biotechnology Corporation” and (iii) make such other changes as are mutually agreeable to Parent and the Company; (c) the bylaws of the Surviving Corporation shall be identical amended and restated in their entirety to read identically 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 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 5.14; 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 the directors and officers of Parent as set forth in Section 5.14, after giving effect to 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 Company Charter shall be amended and restated in its entirety to read identically to as set forth on Exhibit F, and as so amended and restated, shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeSurviving Corporation, until thereafter amended as provided by the DGCL and such certificate of incorporation; (b) the certificate of incorporation of Parent Orion Charter shall be identical to the certificate of incorporation of Parent Orion 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 the Effective Time, Parent Orion shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent Orion to “VaxartMillendo Therapeutics, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).; (c) the bylaws Bylaws of the Company shall be amended and restated in their entirety to read as set forth on Exhibit I, and as so amended and restated, shall be 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 bylawsBylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, Orion shall be as set forth in Section 5.145.12; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Bylaws of the Surviving Corporation, shall be the directors and officers of Parent Orion as set forth in Section 5.14, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.12.

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 as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL and such Certificate of Incorporation; (b) the Articles of Incorporation of the Acquiror shall be the Articles of Incorporation of the Acquiror immediately prior to the Effective Time, until thereafter amended as provided by the WBCA and such Articles of Incorporation; (c) the Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate Bylaws of incorporation of the Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; (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 the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained). (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 bylawsBylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, Acquiror shall be as set forth in Section 5.14; 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 the directors and officers of Parent the Acquiror as set forth in Section 5.145.8(e), after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.8(e).

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; (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 the Effective Time, Parent shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent to “VaxartChinook Therapeutics, Inc.” (the “Corporate Name Change”) and (ii) effect the Parent Reverse Stock Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtainedapplicable and necessary).; (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 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 5.145.12; 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 the directors and officers of Parent as set forth in Section 5.145.12, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.12.

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 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; (b) the certificate of incorporation of Parent Terrain shall be identical to the certificate of incorporation of Parent Terrain immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at the Effective Time, Parent Terrain shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent Terrain to “VaxartTourmaline Bio, Inc.” (the “Corporate Name Change”) and , (ii) effect the Reverse Stock Split and (but only iii) make such other changes as contemplated herein or as are mutually agreeable to Terrain and the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).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 bylaws; (d) the directors and officers of ParentTerrain, each to hold office in accordance with the certificate of incorporation and bylaws of ParentTerrain, shall be as set forth in Section 5.146.13; 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 the directors and officers of Parent Terrain as set forth in Section 5.146.13, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company6.13.

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 incorporationIncorporation; (b) the certificate Certificate of incorporation Incorporation of Parent Tigris shall be identical to the certificate Certificate of incorporation Incorporation of Parent Tigris immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at the Effective Time, Parent Tigris shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent Tigris to “VaxartTranscept Pharmaceuticals, Inc.;” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).make such other changes as are mutually agreeable to Tigris and Potomac; (c) the bylaws Bylaws of the Surviving Corporation shall be identical 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, 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, Tigris shall be as set forth in Section 5.145.17; 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 the directors and officers of Parent Tigris as set forth in Section 5.145.17, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.17.

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; (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 the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).; (c) the bylaws of the Surviving Corporation shall be identical amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective TimeTime (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 5.145.11 of the Parent Disclosure Schedule, 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 the same directors and officers of Parent as set forth in Section 5.14, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the CompanyParent.

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 incorporationIncorporation; (b) the certificate Certificate of incorporation Incorporation of Parent Pivot shall be identical to the certificate Certificate of incorporation Incorporation of Parent Pivot immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at the Effective Time, Parent Pivot shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent Pivot to “VaxartTranscept Pharmaceuticals, Inc.” (the “Corporate Name Change;”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained). (c) the bylaws Bylaws of the Surviving Corporation shall be identical amended and restated in its entirety to read identically to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time, 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, Pivot shall be as set forth in Section 5.145.17; 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 the directors and officers of Parent Pivot as set forth in Section 5.145.17, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.17.

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 incorporationIncorporation; (b) the certificate Certificate of incorporation Incorporation of Parent PTI shall be identical to the certificate Certificate of incorporation Incorporation of Parent PTI as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at the Effective Time, Parent PTI shall file one or more amendments to its Certificate of Incorporation to (i) change effect the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) Reverse Split and (ii) effect make such other changes as are mutually agreeable to PTI and the Reverse Split (but only to Company, and, if required, have been approved by the extent that the Required Parent Stockholder Reverse Split Vote has been obtained)requisite holders of PTI Common Stock. (c) the bylaws Bylaws of the Surviving Corporation shall be amended and restated to be identical to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective 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 5.14Bylaws; and (ed) 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 the directors and officers of Parent as set forth in Section 5.145.13, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.13.

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 “Bird Rock Biosciences Sub, Inc.” or such other name as shall be mutually agreed upon by 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 the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained). (c) the bylaws of the Surviving Corporation shall be identical amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective TimeTime (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 5.14; 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 the directors and officers of Parent as set forth in Section 5.14, 5.8 after giving effect to the provisions of Section 5.145.8, or such other persons as shall be mutually agreed upon by Parent and the Company.; and

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth on Exhibit D, until thereafter amended as provided by the DGCL and such Certificate of Incorporation; (b) the Certificate of Incorporation of Tranzyme shall be the Certificate of Incorporation of Tranzyme immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such Certificate of Incorporation; provided, however, that at the Effective Time, Tranzyme shall file an amendment to its certificate of incorporation to change the name of Tranzyme to “Ocera Therapeutics, Inc.”; (c) the Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation 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; (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 the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained). (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 bylawsBylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, Tranzyme shall be as set forth in Section 5.145.12; 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 the directors and officers of Parent Tranzyme as set forth in Section 5.14, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.12.

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 incorporationIncorporation; (b) the certificate Certificate of incorporation Incorporation of Parent Tigris shall be identical to the certificate Certificate of incorporation Incorporation of Parent Tigris immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate Certificate of incorporationIncorporation; provided, however, that at the Effective Time, Parent Tigris shall file one or more amendments an amendment to its Certificate certificate of Incorporation incorporation to (i) change the name of Parent Tigris to “VaxartParatek Pharmaceuticals, Inc.;” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained).make such other changes as are mutually agreeable to Tigris and Potomac; (c) the bylaws Bylaws of the Surviving Corporation shall be identical 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, 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, Tigris shall be as set forth in Section 5.145.17; 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 the directors and officers of Parent Tigris as set forth in Section 5.145.17, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon by Parent and the Company5.17.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) subject in all respects to Section 5.2, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated in its entirety as of the Effective Time to read identically conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation Corporation shall be “5.11 Acquisition Corp.”, and as so amended and restated such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by the DGCL and such certificate of incorporationapplicable Legal Requirements; (b) the certificate of incorporation of Parent shall be identical subject in all respects to the certificate of incorporation of Parent immediately prior to the Effective TimeSection 5.2, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at the Effective Time, Parent shall file one or more amendments to its Certificate of Incorporation to (i) change the name of Parent to “Vaxart, Inc.” (the “Corporate Name Change”) and (ii) effect the Reverse Split (but only to the extent that the Required Parent Stockholder Reverse Split Vote has been obtained). (c) the bylaws of the Surviving Corporation Company shall be identical amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation Corporation shall be “5.11 Acquisition Corp.”, and as so amended and restated such bylaws shall be the bylaws of the Surviving Corporation until thereafter 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 5.14applicable Legal Requirements; and (ec) the directors and officers of the Surviving Corporation, each to hold office in accordance with Corporation immediately after the certificate of incorporation and bylaws of the Surviving Corporation, Effective Time shall be the directors and officers of Parent as set forth in Section 5.14, after giving effect to the provisions of Section 5.14, or such other persons as shall be mutually agreed upon those individuals designated by Parent and the Companyin its sole discretion.