Common use of Certificate of Incorporation; By-laws; Directors and Officers Clause in Contracts

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS DCGL and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. Merger Sub as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. Merger Sub as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors as designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS DGCL and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Company designated on Exhibit C hereto shall resign, and the officers and director designated on Exhibit C hereto shall be the officers and director of the Surviving Corporation. The appointment in accordance with the terms of this Section 2.3(c) shall be accomplished through the filling of vacancies in the Board of Directors of the Company in compliance with the applicable provisions of Delaware law and the by-laws of the Company and without the vote (by written consent or otherwise) of the shareholders of the Company. (d) One or more of the directors of the Company Parent immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate Articles of Incorporation and By-laws. The One or more officers of the Company Parent immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate Articles of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors as designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. At the Effective Time: (a) The except as required by Section 4.8(a), the Amended and Restated Certificate of Incorporation of the Company shall be amended in the Merger to be the same as the certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy Time (except that the name of which is attached the Surviving Corporation shall be “Clearwire Corporation”) and until thereafter further amended in accordance with its terms and as Exhibit A heretoprovided by the DGCL, shall be the certificate Amended and Restated Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.Corporation; (b) The byexcept as required by Section 4.8(a), the By-laws of the Company as in effect immediately prior to the Effective Time shall be amended in their entirety to read as the By-laws of Acquisition Corp. as in effect immediately prior to the Effective TimeTime (except that the name of the Surviving Corporation shall be “Clearwire Corporation”), a copy of which is attached and as Exhibit B hereto, so amended shall be the byBy-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein in the DGCL or in accordance with applicable law.the Amended and Restated Certificate of Incorporation or By-laws of the Surviving Corporation; (c) One or more of the directors of the Company Acquisition Corp. immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from following the Effective Time Merger until the earlier of (i) their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in accordance with the Amended and Restated Certificate of Incorporation and or By-laws. The officers laws of the Surviving Corporation; and (d) subject to Section 4.14 of the Company Disclosure Schedule, the officers of Acquisition Corp. immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from until the Effective Time until earlier of (i) their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in accordance with the Amended and Restated Certificate of Incorporation and or By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the ParentSurviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Subject to Section 5.9(b), at the Effective Time, the Certificate of incorporation Incorporation of Acquisition Corp. the Company shall be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, a copy until thereafter amended in accordance with the DGCL and as provided in such Certificate of which is attached as Exhibit A heretoIncorporation; provided, shall be however, that at the certificate Effective Time, Article I of incorporation the Certificate of Incorporation of the Surviving Corporation (shall be amended and restated in its entirety to read as follows: “The name of the “Certificate of Incorporationcorporation is Westaff, Inc.”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The bySubject to Section 5.9(b), at the Effective Time, the By-laws Laws of Acquisition Corp. the Company shall be amended and restated in their entirety to be identical to the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, a copy until thereafter amended in accordance with the DGCL and as provided in such By-Laws; provided, however, that at the Effective Time, the title of which is attached as Exhibit B hereto, shall be the byBy-laws Laws of the Surviving Corporation (the shall be amended and restated in its entirety to read as follows: “By-lawsLaws of Westaff, Inc.”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of At the Effective Time, the directors of the Company Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time Corporation, in each case, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation’s Certificate of Incorporation and By-laws. (d) At Laws, or as otherwise provided by applicable law. In addition, unless otherwise determined by Parent prior to the Effective Time, the Company shall cause the directors and officers of each of the Company’s Subsidiaries immediately prior to the Effective Time as contemplated by Section 2.2 hereofto be directors and officers, the officers and directors respectively, of each of the Parent designated on Exhibit C hereto shall resignSurviving Corporation’s Subsidiaries immediately after the Effective Time, each to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take hold office as a director or officer of each such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors Subsidiary in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent respective jurisdiction of organization and without the vote (by written consent or otherwise) respective organizational documents of the shareholders of the Parenteach such Subsidiary.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Subject to Section 5.9(b), at the Effective Time, the Certificate of incorporation Incorporation of Acquisition Corp. the Company shall be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, a copy until thereafter amended in accordance with the DGCL and as provided in such Certificate of which is attached as Exhibit A heretoIncorporation; provided, shall be however, that at the certificate Effective Time, Article I of incorporation the Certificate of Incorporation of the Surviving Corporation (shall be amended and restated in its entirety to read as follows: "The name of the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.corporation is Westaff, Inc." (b) The bySubject to Section 5.9(b), at the Effective Time, the By-laws Laws of Acquisition Corp. the Company shall be amended and restated in their entirety to be identical to the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, a copy until thereafter amended in accordance with the DGCL and as provided in such By-Laws; provided, however, that at the Effective Time, the title of which is attached as Exhibit B hereto, shall be the byBy-laws Laws of the Surviving Corporation (the “shall be amended and restated in its entirety to read as follows: "By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law.Laws of Westaff, Inc." (c) One or more of At the Effective Time, the directors of the Company Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time Corporation, in each case, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation's Certificate of Incorporation and By-laws. (d) At Laws, or as otherwise provided by applicable law. In addition, unless otherwise determined by Parent prior to the Effective Time, the Company shall cause the directors and officers of each of the Company’s Subsidiaries immediately prior to the Effective Time as contemplated by Section 2.2 hereofto be directors and officers, the officers and directors respectively, of each of the Parent designated on Exhibit C hereto shall resignSurviving Corporation's Subsidiaries immediately after the Effective Time, each to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take hold office as a director or officer of each such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors Subsidiary in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent respective jurisdiction of organization and without the vote (by written consent or otherwise) respective organizational documents of the shareholders of the Parenteach such Subsidiary.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time so that: (i) Section 4 thereof reads in its entirety as follows: “The aggregate number of shares of stock that the Corporation shall have the authority to issue is one hundred (100) shares of common stock, par value $1.00 per share (“Common Stock”), and the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a copy majority of which is attached the combined voting power of the outstanding shares of stock of the Corporation entitled to vote thereon;” and (ii) Section 5 thereof reads in its entirety as Exhibit A heretofollows: “The property and affairs of the Corporation shall be managed by or under the direction of its board of directors.” As so amended, the Certificate of Incorporation of Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time Company until thereafter changed or amended as provide provided therein or in accordance with applicable lawand the Company By-Laws. (b) The byCompany By-laws of Acquisition Corp. Laws, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time Company until thereafter changed or amended as provided therein or in accordance with applicable lawamended. (c) One or more of the directors of the Company immediately prior to At and after the Effective Time shall be Time: (i) the initial directors of the Surviving Corporation and Company shall be the individuals set forth on Schedule 2.09(c)(i), each to hold office from in accordance with the Effective Time certificate of incorporation and bylaws of the Surviving Company until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with qualified; and (ii) the Certificate of Incorporation and By-laws. The officers of the Company Company, as in office immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation and shall Company, each to hold office from in accordance with the Effective Time certificate of incorporation and bylaws of the Surviving Company until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-lawsqualified. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “Company By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the The directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Company By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Company By-laws. (d) At the Effective Time Closing (as contemplated by Section 2.2 hereofdefined below), the officers and directors of the Parent designated on Exhibit C hereto shall resignsubmit their written resignations, each such resignation to be effective at and as of the Effective Time, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices immediately or, if required, upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors to replace the directors who have resigned in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS Nevada law and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders stockholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. ShieldZone as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At Upon the Effective Time filing of the certificate of merger with the Secretary of State of the State of Nevada and the Secretary of State of the State of Utah as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At Upon the Effective Time filing of the certificate of merger with the Secretary of State of the States of Nevada and Tennessee as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may beoffices. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B heretoBhereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At Upon the Effective Time filing of the certificate of merger with the Secretary of State of the State of Delaware as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may beoffices. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS DGCL and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide provided therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, but subject to Section 7.8 hereof, the officers and directors of the Parent as designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS DCGL and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Subject to Section 5.9(b), at the Effective Time, the Certificate of incorporation Incorporation of Acquisition Corp. the Company shall be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, a copy until thereafter amended in accordance with DGCL and as provided in such Certificate of which is attached as Exhibit A heretoIncorporation; provided, shall be however, that at the certificate Effective Time, Article I of incorporation the Certificate of Incorporation of the Surviving Corporation (shall be amended and restated in its entirety to read as follows: “The name of the “Certificate of Incorporationcorporation is Ablest Inc.”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The byAt the Effective Time, the By-laws Laws of Acquisition Corp. the Company shall be amended and restated in their entirety to be identical to the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, a copy until thereafter amended in accordance with DGCL and as provided in such By-Laws; provided, however, that at the Effective Time, the title of which is attached as Exhibit B hereto, shall be the byBy-laws Laws of the Surviving Corporation (the shall be amended and restated in its entirety to read as follows: “By-lawsLaws of Ablest Inc.”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of At the Effective Time, the directors of the Company Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time Corporation, in each case, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation’s Certificate of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, or as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the otherwise provided by applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parentlaw.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate articles of incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate Articles of Incorporation and By-laws. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate Articles of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.