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

Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Alphabet and Abacus prior to the Closing, at the Effective Time: (a) The Amended and Restated Certificate of Incorporation of Abacus, as amended (the "Abacus Certificate of Incorporation;" it and the Amended and Restated Certificate of Incorporation of Alphabet, as amended (the "Alphabet Certificate of Incorporation"), are each sometimes referred to herein as a "Certificate of Incorporation"), as in effect immediately prior to the Effective Time shall be at and after the Effective Time (until amended as provided by law and by such Certificate of Incorporation) the certificate of incorporation of the Surviving Corporation, except that Article Fourth of the Abacus Certificate of Incorporation shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $1.00 per share." (b) The Bylaws of Abacus as in effect immediately prior to the Effective Time shall be at and after the Effective Time (until amended as provided by law, its Certificate of Incorporation and its Bylaws, as applicable) the Bylaws of the Surviving Corporation; (c) The officers of Abacus immediately prior to the Effective Time shall continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal; and (d) The directors of Abacus Holdings immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.

Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Alphabet and Abacus prior to the Closing, at At the Effective Time: (a) The Amended and Restated Certificate , the certificate of Incorporation incorporation of Abacus, as Carbon Black will be amended (such that the "Abacus Certificate certificate of Incorporation;" it and the Amended and Restated Certificate incorporation of Incorporation of Alphabet, as amended (the "Alphabet Certificate of Incorporation"), are each sometimes referred to herein as a "Certificate of Incorporation")Purchaser, as in effect immediately prior to the Effective Time shall Time, will be at and after the Effective Time (until amended as provided by law and by such Certificate of Incorporation) the certificate of incorporation of the Surviving Corporation, except that Article Fourth of the Abacus Certificate of Incorporation all references to Purchaser shall be automatically amended and will become references to read in its entirety the Surviving Corporation, until thereafter amended as follows: "provided by the DGCL and such certificate of incorporation. The aggregate number bylaws of shares that the Corporation shall have the authority to issue is 1,000 shares of Common StockPurchaser, par value $1.00 per share." (b) The Bylaws of Abacus as in effect immediately prior to the Effective Time shall Time, will be at and after the Effective Time (bylaws of the Surviving Corporation, until amended as provided by lawthe DGCL, its Certificate the certificate of Incorporation incorporation of the Surviving Corporations or such bylaws. The directors and its Bylawsofficers of Purchaser as constituted immediately before the Effective Time, as applicable) will be the Bylaws directors and officers of the Surviving Corporation; (c) The officers , for so long as provided under the DGCL, the certificate of Abacus immediately prior to the Effective Time shall continue to serve in their respective offices incorporation of the Surviving Corporation from and after or the Effective Time, until their successors bylaws of the Surviving Corporation. Merger Closing Conditions. The respective obligations of each party to the Merger Agreement to effect the Merger are elected subject to the satisfaction or appointed and qualified waiver on or until their resignation or removal; and (d) The directors of Abacus Holdings immediately prior to before the Effective Time shall be the directors of each of the Surviving Corporation from following conditions: (i) there being no law, common law, statute, ordinance, code, regulation, rule or other requirement of any governmental authority, or any order, injunction, judgment, decree, ruling, writ, assessment or other similar requirement or agreement enacted, adopted, promulgated or applied by any governmental authority in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting consummation of the Merger issued by any governmental authority and after (ii) Purchaser must have irrevocably accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removalOffer.