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 Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without any further action on the part of the PartiesCompany and Merger Sub, (i) the Certificate of Incorporation and the Bylaws of the Surviving Corporation Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by therein and under the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the PartiesTime, (i) the Certificate of Incorporation and the Bylaws of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub Company in effect immediately prior to the Effective Time until thereafter amended as provided by shall continue to be the DGCL certificate of incorporation and (ii) the Bylaws bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time Corporation, until thereafter amended as provided by the DGCLamended, subject to Section 6.5, in accordance with their respective terms and applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the Parties, (i) the The Certificate of Incorporation and Bylaws of Acquisition "B," each as in effect immediately prior to the Surviving Corporation Effective Time, shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter changed or amended as provided therein or by the DGCLlaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part (a) The certificate of the Parties, (i) the Certificate of Incorporation incorporation of the Surviving Corporation shall will be amended as of the Certificate Effective Time to conform to the certificate of Incorporation incorporation of Merger Sub the Purchaser in effect immediately prior to the Effective Time Time, until thereafter amended as provided by the DGCL in accordance with its terms and (ii) the Bylaws those of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the PartiesTime, (i) the Certificate of Incorporation of the Surviving Corporation Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time Surviving Corporation until thereafter amended as provided by the DGCL law and such Certificate of Incorporation, and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the DGCLCertificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation Company shall be amended in their entirety to contain only the provisions set forth in the Certificate of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by Merger, except for the DGCL and (ii) the Bylaws name of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLCorporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time Time, the certificate of incorporation and without further action on the part bylaws of the PartiesMerger Sub, (i) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLapplicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part (a) The certificate of the Parties, (i) the Certificate of Incorporation incorporation of the Surviving Corporation shall to be in effect from and after the Effective Time until amended in accordance with their terms and the DGCL will be the Certificate certificate of Incorporation incorporation of Merger Sub Purchaser immediately prior to the Effective Time until thereafter amended (in the form attached hereto as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLExhibit A).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be until amended in accordance with the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLrespective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At (a) The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time and without further action on the part of the Parties, (i) shall become the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub immediately prior to after the Effective Time until Time, and thereafter may be amended as provided therein and as permitted by the DGCL law and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLthis Agreement.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time Time, by virtue of the Merger and without further any action on the part of Merger Sub or the PartiesCompany, (i) the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation shall be amended and restated in their entirety in the Certificate form of Incorporation the certificate of incorporation and bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time Time, and as amended shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until thereafter amended as provided by the DGCL therein and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by under the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At The Certificate of Incorporation and Bylaws of the Acquisition Corporation as in effect immediately prior to the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation of the Surviving Corporation Merger shall be the Certificate of Incorporation and Bylaws of Merger Sub immediately prior to the Effective Time Surviving Corporation until thereafter amended as provided therein and by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLapplicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time and without further action on as amended by the part New York Certificate of the Parties, (i) Merger shall be the Certificate of Incorporation of the Surviving Corporation shall be until thereafter changed or amended as provided therein or in accordance with applicable Law. The Bylaws of the Certificate of Incorporation of Merger Sub Company as in effect immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) shall be the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter changed or amended as provided by the DGCLtherein or in accordance with applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the PartiesTime, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation Buyer in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time Corporation, in each case until thereafter duly amended as provided by the DGCLin accordance with applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended shall remain as provided by the DGCL Certificate of Incorporation and (ii) the Bylaws of the Surviving Corporation shall be until amended in accordance with the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLrespective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation Company shall be amended in their entirety to contain only the Certificate provisions set forth in the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by Merger, except for the DGCL and (ii) the Bylaws name of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLCorporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the PartiesTime, (ia) the Certificate of Incorporation of the Merger Sub immediately prior to the Closing shall become the Certificate of Incorporation of the Surviving Corporation Corporation, and, until amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation, and (b) the Bylaws of the Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) Closing shall become the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by therein and under the DGCLDGCL and the Certificate of Incorporation of the Surviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the PartiesTime, (i) the Certificate of Incorporation of the Surviving Corporation Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time Surviving Corporation until thereafter amended as provided by the DGCL law and such Certificate of Incorporation, and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the DGCLCertificate of Incorporation of the Surviving Corporation or such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the PartiesTime, (i) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation and Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time until thereafter amended as provided by Time, shall become the DGCL Certificate of Incorporation and (ii) the Bylaws of the Surviving Corporation, except for the name of the Surviving Corporation in such Certificate of Incorporation and Bylaws shall be the Bylaws of Merger Sub immediately prior amended to the Effective Time until thereafter amended as provided by the DGCLbe “Calidi Biotherapeutics, Inc.”.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At As of the Effective Time Time, the certificate of incorporation and without further action on the part bylaws of Merger Sub shall become the Parties, (i) the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter supplemented or amended as provided by the DGCL in accordance with their terms and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Company Merger Effective Time and without further action on the part of the PartiesTime, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub Company, as in effect immediately prior to the Company Merger Effective Time Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLapplicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At The Certificate of Incorporation of the Company in effect immediately prior to the Effective Time and without further action on the part of the PartiesTime, (i) shall be the Certificate of Incorporation of the Surviving Corporation shall be after the Certificate Effective Time until thereafter amended. The Bylaws 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 (ii) Time, shall be the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by in accordance with applicable Law, the DGCLArticles of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation Company immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be until amended in accordance with the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLrespective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, Time: (ia) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub Corporation, as in effect immediately prior to the Effective Time Time, shall be amended and restated as set forth in the Certificate of Merger, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by the DGCL applicable Law (and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior subject to the Effective Time until thereafter amended as provided by the DGCLSection 6.6 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation Company shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLCorporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At (a) The Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time and without further action on the part of the Parties, (i) will become the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub immediately prior to after the Effective Time Time, until thereafter amended as provided by the DGCL and (ii) the Bylaws such Certificate of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLIncorporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time Time, and without further action on the part of the Partiesuntil changed or amended as provided by law, (i) the Certificate of Incorporation of the Surviving Corporation Company and Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws Bylaws, respectively, of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLCorporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without further action on the part of the Parties, (i) the The Certificate of Incorporation and Bylaws of the Surviving Corporation Company, each as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter changed or amended as provided therein or by the DGCLlaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time and without further action on the part of the Parties, (i) the Certificate of Incorporation and Bylaws of Parent immediately prior to the Surviving Corporation Effective Time shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be until amended in accordance with the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLrespective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time Time, by virtue of the Merger and without further any action on the part of Merger Sub or the PartiesCompany, (i) the Certificate certificate of Incorporation incorporation and the bylaws of the Surviving Corporation shall be the Certificate certificate of Incorporation incorporation and the bylaws of the Merger Sub Sub, as in effect immediately prior to the Effective Time Time, until thereafter duly amended as provided therein or by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCLapplicable laws.