Common use of Certificate of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Merger Effective Time and by virtue of the Merger, (a) the certificate of incorporation of Parent shall be amended to be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Merger Effective Time, except (i) for Article FIRST, which shall read “The name of the corporation is HighPeak Energy Acquisition Corp. (the “Corporation”)” and (ii) that the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omitted, and, as so amended, shall be the amended and restated certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL, and (b) the bylaws of Parent shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub immediately prior to the Merger Effective Time, and, as so amended, shall be the amended and restated bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Merger First Effective Time and Time, by virtue of the MergerFirst Merger and without any further action on the part of Parent, Merger Subs, the Company or any other Person: (ai) the certificate of incorporation of Parent the Company shall be amended to be identical to and restated so that it reads in its entirety the same as the certificate of incorporation of Merger Sub I as in effect immediately prior to the Merger First Effective Time, Time (except (i) for Article FIRST, which shall read “The name of the corporation is HighPeak Energy Acquisition Corp. (the “Corporation”)” and (ii) that the provisions of the certificate of incorporation of all references therein to Merger Sub relating I shall be automatically amended to become references to the incorporator of Merger Sub shall be omittedSurviving Corporation), and, and as so amended, amended shall be the amended and restated certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with the DGCLas provided therein, and subject to Section 6.6, or by applicable Law; and (bii) the bylaws of Parent the Company shall be amended and restated so that they read in their entirety to be identical to the same as the bylaws of Merger Sub I as in effect immediately prior to the First Effective Time (except that all references therein to Merger Effective TimeSub I shall be automatically amended to become references to the Surviving Corporation), and, and as so amended, amended shall be the amended and restated bylaws of the Surviving Corporation until thereafter changed or amended in accordance with the DGCLas provided therein, subject to Section 6.6, or by applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Merger Effective Time and Time, by virtue of the MergerMerger and without any action on the part of Parent, (a) Merger Sub, the Company or any holder of any Company Common Stock or any shares of capital stock of Merger Sub, the certificate of incorporation of Parent shall be amended to be identical to the certificate of incorporation of Merger Sub Company, as in effect immediately prior to the Merger Effective Time, except (i) for Article FIRST, which shall read “The name of the corporation is HighPeak Energy Acquisition Corp. (the “Corporation”)” and (ii) that the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omittedamended and restated to read in its entirety as set forth on Exhibit A hereto, and, and as so amended, amended and restated shall be the amended and restated certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable Law and the DGCL, certificate of incorporation and bylaws of the Surviving Corporation (and subject to Section 5.06). (b) Subject to Section 5.06, the bylaws of Parent parties shall be amended and restated in their entirety to be identical to take the actions necessary so that, at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Merger Effective Time, and, as so amended, Time shall be the amended and restated bylaws of the Surviving Corporation Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with applicable Law and the DGCLcertificate of incorporation and bylaws of the Surviving Corporation (and subject to Section 5.06).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Merger Effective Time and Time, the Certificate of Incorporation of the Company, by virtue of the MergerMerger and without any further action by the Surviving Corporation, shall be amended and restated in its entirety to read as the certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation, provided, however, that, at the Effective Time, (a) the certificate of incorporation of Parent the Surviving Corporation shall be amended to so that the name of the Surviving Corporation shall be identical to “SORL Auto Parts, Inc.”, and (b) the certificate indemnification, advancement of incorporation expenses and exculpation provisions shall comply with Section 7.5(b). The parties hereto shall take all necessary actions such that the bylaws of the Merger Sub Sub, as in effect immediately prior to the Merger Effective Time, except (i) for Article FIRST, which shall read “The name of the corporation is HighPeak Energy Acquisition Corp. (the “Corporation”)” and (ii) that the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omitted, and, as so amended, shall be the amended and restated certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL, and (b) the bylaws of Parent shall be amended and restated in their entirety to be identical to become the bylaws of Merger Sub immediately prior to the Merger Effective Time, and, as so amended, shall be the amended and restated bylaws of the Surviving Corporation until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws (subject to the indemnification, advancement of expenses and exculpation provisions set forth in accordance with the DGCLSection 7.5(b)).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Merger Effective Time and by virtue of the Merger, (a) the certificate The Certificate of incorporation Incorporation of Parent Larscom shall be amended and restated, by means of the Certificate of Merger, to be identical substantially conform to the certificate Certificate of incorporation Incorporation of the Merger Sub as in effect immediately prior to the Merger Effective Time, Time (except (i) for Article FIRST, which shall read “The that the name of the corporation is HighPeak Energy Acquisition Corp. (the “Corporation”)” and (ii) that the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub Surviving Corporation shall be omitted, "Larscom" or such other name as is mutually agreed to by Verilink and Larscom) and, as so amended, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until further amended in accordance with the DGCL and restated certificate such Certificate of incorporation Incorporation. (b) As of the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub and Verilink, the Bylaws of the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL, and (b) the bylaws Certificate of Parent shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub immediately prior to the Merger Effective Time, and, as so amended, shall be the amended and restated bylaws Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCLand such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Merger Effective Time and Time, by virtue of the MergerMerger and without any action on the part of Parent, (a) MergerCo, the Company or any holder of any Company Common Stock or any shares of capital stock of MergerCo, the certificate of incorporation of Parent the Surviving Corporation shall be amended and restated to read in its entirety as set forth on Exhibit A hereto, and as so amended and restated shall be identical to the certificate of incorporation of Merger Sub the Surviving Corporation, until thereafter amended in accordance with applicable Law and the certificate of incorporation and bylaws of the Surviving Corporation (and subject to ‎Section 5.06). (b) The parties shall take the actions necessary so that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of MergerCo in effect immediately prior to the Merger Effective Time, except (i) for Article FIRST, which shall read “The name of the corporation is HighPeak Energy Acquisition Corp. (the “Corporation”)” and (ii) that the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omitted, and, as so amended, shall be the amended and restated certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL, and (b) the bylaws of Parent shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub immediately prior to the Merger Effective Time, and, as so amended, shall be the amended and restated bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law and the DGCLcertificate of incorporation and bylaws of the Surviving Corporation; provided, however, that the name of the Surviving Corporation set forth therein shall be automatically deemed to be changed to the name of the Company.