Common use of Certificate of Incorporation and Bylaws of Surviving Entity Clause in Contracts

Certificate of Incorporation and Bylaws of Surviving Entity. At the Effective Time, the Company's Amended and Restated Certificate of Incorporation ("Company Charter") shall be amended pursuant to the Certificate of Merger to be identical to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article I thereof shall read as follows: "The name of the corporation is: Ascent Entertainment Group, Inc." Such Company Charter as so amended shall be the Certificate of Incorporation of the Surviving Entity until thereafter duly amended in accordance with the terms thereof and the DGCL. At the Effective Time, the Company's Amended and Restated Bylaws ("Company Bylaws") shall be amended to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time and, in such amended form, shall be the bylaws of the Surviving Entity until thereafter duly amended in accordance with the terms thereof, the terms of the Certificate of Incorporation of the Surviving Entity and the DGCL.

Certificate of Incorporation and Bylaws of Surviving Entity. At the Effective Time, the Company's Amended and Restated Certificate of Incorporation ("Company Charter") Charter shall be amended pursuant to the Certificate of Merger to be identical to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article I FIRST thereof shall read as follows: "The name of the corporation is: Ascent Entertainment Group, Inc.Corporation (which is hereinafter called the "Corporation") is V-ONE Corporation" Such Company Charter as so amended shall be the Certificate of Incorporation of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof and the DGCL. At the Effective Time, the Company's Amended and Restated Company Bylaws ("Company Bylaws") shall be amended to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time and, in such amended form, shall be the bylaws Bylaws of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof, the terms of the Certificate of Incorporation of the Surviving Entity and the DGCL.

Certificate of Incorporation and Bylaws of Surviving Entity. At the Effective Time, the Company's Amended and Restated Certificate of Incorporation ("Company Charter") Charter shall be amended pursuant to the Certificate of Merger to be identical to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article I FIRST thereof shall read as follows: "The name of the corporation is: Ascent Entertainment GroupCorporation (which is hereinafter called the "Corporation") is ACTV, Inc." Such Company Charter as so amended shall be the Certificate of Incorporation of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof and the DGCL. At the Effective Time, the Company's Amended and Restated Company Bylaws ("Company Bylaws") shall be amended to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time and, in such amended form, shall be the bylaws Bylaws of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof, the terms of the Certificate of Incorporation of the Surviving Entity and the DGCL.

Certificate of Incorporation and Bylaws of Surviving Entity. At the Effective Time, the Company's Amended and Restated Certificate of Incorporation ("Company Charter") Charter shall be amended pursuant to the Certificate of Merger to be identical to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article I FIRST thereof shall read as follows: "The name of the corporation is: Corporation (which is hereinafter called the "Corporation") is Ascent Entertainment Group, Inc." Such Company Charter as so amended shall be the Certificate of Incorporation of the Surviving Entity until thereafter duly amended in accordance with the terms thereof and the DGCL. At the Effective Time, the Company's Amended and Restated Company Bylaws ("Company Bylaws") shall be amended to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time and, in such amended form, shall be the bylaws of the Surviving Entity until thereafter duly amended in accordance with the terms thereof, the terms of the Certificate of Incorporation of the Surviving Entity and the DGCL.

Certificate of Incorporation and Bylaws of Surviving Entity. At the Effective Time, the Company's Amended and Restated Certificate of Incorporation ("Company Charter") Charter shall be amended pursuant to the Certificate of Merger to be identical to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article I FIRST thereof shall read as follows: "The name of the corporation is: Ascent Entertainment GroupCorporation (which is hereinafter called the "Corporation") is Wink Communications, Inc." Such Company Charter as so amended shall be the Certificate of Incorporation of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof and the DGCL. At the Effective Time, the Company's Amended and Restated Company Bylaws ("Company Bylaws") shall be amended to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time and, in such amended form, shall be the bylaws Bylaws of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof, the terms of the Certificate of Incorporation of the Surviving Entity and the DGCL.

Certificate of Incorporation and Bylaws of Surviving Entity. At the Effective Time, the Company's Amended and Restated Certificate of Incorporation ("Company Charter") Charter shall be amended pursuant to the Certificate of Merger to be identical to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article I FIRST thereof shall read as follows: "“The name of the corporation is: Ascent Entertainment GroupCorporation (which is hereinafter called the “Corporation”) is Provide Commerce, Inc." ” Such Company Charter as so amended shall be the Certificate of Incorporation of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof and the DGCL. At the Effective Time, the Company's Amended and Restated Company Bylaws ("Company Bylaws") shall be amended to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time and, in such amended form, shall be the bylaws Bylaws of the Surviving Entity until thereafter duly amended or restated in accordance with the terms thereof, the terms of the Certificate of Incorporation of the Surviving Entity and the DGCL.