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

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company shall be amended in the Merger to read the same as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCL; (c) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Merger until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylaws.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) subject to Section 5.9(a), the certificate Certificate of incorporation of the Company shall be amended in the Merger to read the same as the certificate of incorporation Incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately before the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Merger Sub Certificate and the Merger Sub Bylaws. (c) The directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation, and except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCL; (c) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Merger until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to before the Effective Time shall will be the initial officers of the Surviving Corporation Corporation, in each case until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided and qualified. If, at the Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law, the Merger Sub Certificate of Incorporation or and the Merger Sub Bylaws.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) subject to Section 5.9(a), the certificate Certificate of incorporation Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the Merger to read DGCL and as provided in such Certificate of Incorporation. (b) At the same Effective Time, the Bylaws of the Company shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as the certificate of incorporation of Merger Sub provided in effect immediately such Bylaws. (c) Unless otherwise determined by Parent prior to the Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCL; (c) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation following the Merger until the earlier of (i) their deathCorporation, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, in each case, until their successors are duly elected or appointed and qualified in the manner provided in the Surviving Corporation’s Certificate of Incorporation and Bylaws, or as otherwise provided by applicable law. (d) Immediately following the Effective Time, the members of the Board of Directors of Parent will be determined as set forth on Exhibit C and will serve until the earlier of (i) their death, resignation or removal or (ii) such time as and until their respective successors are duly appointed elected and qualified, as provided in the Certificate case may be. Immediately following the Effective Time, the individuals set forth on Exhibit C will have the offices at Parent as set forth therein, until the earlier of Incorporation their resignation or Bylaws.removal and until their respective successors are duly elected and qualified, as the case may be. In addition, certain other matters with respect to the Parent at the Effective Time are set forth on Exhibit C.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company Surviving Corporation shall be amended in the Merger to read the same as be identical to the certificate of incorporation of Merger Sub AcquisitionCo (as in effect immediately prior to the Effective Time), and except that Article I thereof shall read in its entirety as so amended follows: “The name of the Corporation is Gilead Biologics, Inc.” Such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms the provisions thereof and as provided by the DGCL;applicable Law. (b) subject to Section 5.9(a)At the Effective Time, the bylaws of the Company Surviving Corporation shall be amended in the Merger to read the same as be identical to the bylaws of Merger Sub AcquisitionCo (as in effect immediately prior to the Effective Time), and as so amended except that such bylaws shall reflect that the name of the Surviving Corporation is “Gilead Biologics, Inc.” Such bylaws shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms the provisions thereof and as provided by the DGCL;applicable Law. (c) the The directors of Merger Sub AcquisitionCo immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation following the Merger Corporation, each to serve until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected and qualified or appointed as provided in the Certificate of Incorporation their earlier death, resignation or Bylaws; and (d) the removal. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, each to hold office until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylawstheir earlier death, resignation or removal.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company Surviving Corporation shall be amended in the Merger to read the same as be identical to the certificate of incorporation of Merger Sub AcquisitionCo (as in effect immediately prior to the Effective Time), and except that Article I thereof shall read in its entirety as so amended follows: “The name of the Corporation is Gilead Connecticut, Inc.” Such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms the provisions thereof and as provided by the DGCL;applicable Requirements of Law. (b) subject to Section 5.9(a)At the Effective Time, the bylaws of the Company Surviving Corporation shall be amended in the Merger to read the same as be identical to the bylaws of Merger Sub AcquisitionCo (as in effect immediately prior to the Effective Time), and as so amended except that such bylaws shall reflect that the name of the Surviving Corporation is “Gilead Connecticut, Inc.” Such bylaws shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms the provisions thereof and as provided by the DGCL;applicable Requirements of Law. (c) the The directors of Merger Sub AcquisitionCo immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation following the Merger Corporation, each to serve until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected and qualified or appointed as provided in the Certificate of Incorporation their earlier death, resignation or Bylaws; and (d) the removal. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, each to hold office until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylawstheir earlier death, resignation or removal.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company shall be amended in the Merger to read the same as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation (the "“Certificate of Incorporation"”), until until, subject to Section 5.09(a), thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a5.09(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed to the name of the Company, and as so amended shall be the bylaws of the Surviving Corporation (the "“Bylaws"”), until until, subject to Section 5.09(a), thereafter amended in accordance with its terms and as provided by the DGCL; (c) the Company shall take all necessary action such that the directors of Merger Sub immediately prior to the Effective Time shall be the only directors of the Surviving Corporation as of immediately following the Merger until the earlier of (i) their respective death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of (i) their respective death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylaws.

Certificate of Incorporation; Bylaws; Directors and Officers. At Unless otherwise agreed by Parent and the Company before the Effective Time, at the Effective Time: (ai) subject to Section 5.9(a), the certificate The respective Certificates of incorporation Incorporation of each of the Company and Parent as in effect immediately prior to the Effective Time shall be the Certificates of Incorporation of the Company and Parent as Surviving Corporations (except that the Certificate of Incorporation of Parent shall be amended by virtue of Parent Merger to change the name of Parent, in each case until thereafter amended as provided by law and such Certificates of Incorporation. (ii) The respective Bylaws of each of the Merger to read the same Subsidiaries in each case as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the certificate of incorporation Bylaws of the Company and Parent, respectively, as a Surviving Corporation (the "Certificate of Incorporation"), in each case until thereafter amended in accordance with its terms and as provided by law and the DGCL;Certificate of Incorporation of such Surviving Corporation and such Bylaws; and (bx) subject to Section 5.9(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCL; (c) the The directors of Merger Sub I and Merger Sub II immediately prior to the Effective Time shall be the directors of the Company and Parent, respectively, as the respective Surviving Corporation following Corporations from and after the Merger Effective Time, in each case until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation and qualified or Bylawsuntil their resignation or removal; and and (dy) the officers of the Parent and Company immediately prior to the Effective Time shall be the officers of Parent and the Company, respectively, as the respective Surviving Corporation Corporations from and after the Effective Time, in each case until the earlier of (i) their death, successors are elected or appointed and qualified or until their resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylawsremoval.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) subject to Section 5.9(a), the certificate The Certificate of incorporation Incorporation of the Company shall be amended in the Merger to read the same Company, as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and shall be amended at the Effective Time so as to read in its entirety as set forth on Exhibit B attached hereto and, as so amended amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter changed or amended in accordance with its terms and as provided therein or by the DGCL;Requirements of Law. (b) subject to Section 5.9(a)At the Effective Time, the bylaws Bylaws of the Company shall be amended and restated to conform in their entirety to the Merger to read the same as the bylaws Bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be Time (except that all references to “Sub” in the bylaws Bylaws of the Surviving Corporation (shall be changed to refer to the "Bylaws")Surviving Corporation) and as set forth on Exhibit C attached hereto, and, as so amended, shall be, from and after the Effective Time, the Bylaws of the Surviving Corporation until thereafter changed or amended in accordance with its terms and as provided therein or by the DGCL;Requirements of Law. (c) At the Closing, the Company shall deliver to Parent duly signed resignations from each of the directors and officers of Merger the Company as of the Effective Time and the parties shall take all requisite action so that the directors and officers of Sub immediately prior to the Effective Time shall be be, from and after the Effective Time, the directors and officers of the Surviving Corporation following the Merger until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected and qualified or appointed as provided until their earlier death, resignation, or removal in accordance with the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to Surviving Corporation, the Effective Time shall be the officers Bylaws of the Surviving Corporation until the earlier and Requirements of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or BylawsLaw.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) subject to Section 5.9(a), the certificate Certificate of incorporation Incorporation of the Company shall be amended in the Merger to read the same as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective TimeTime shall be amended and restated in its entirety to read as set forth in Exhibit C hereto, and and, as so amended and restated, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms the DGCL and as provided by the DGCLsuch Certificate of Incorporation; (b) subject to Section 5.9(a), the bylaws parties hereto shall take all necessary action such that the Bylaws of the Company shall be amended in the Merger to read the same Purchaser as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended Time shall be the bylaws Bylaws of the Surviving Corporation (except with respect to the "Bylaws"), name of the Surviving Corporation) until thereafter amended in accordance with its terms and as provided by the DGCL;, the Certificate of Incorporation of the Surviving Corporation and such Bylaws; and (c) the parties hereto shall take all necessary action such that the directors of Merger Sub Purchaser serving in such capacity immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Merger Corporation, until the earlier of (i) their death, respective resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) and qualified, and the officers of the Company serving in such capacity immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, until the earlier of (i) their death, respective resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylawsand qualified.

Certificate of Incorporation; Bylaws; Directors and Officers. At OF SURVIVING CORPORATION; NAME CHANGE. Unless otherwise agreed by First Level and Merger Subsidiary before the Effective Time, at the Effective Time: (a) subject to Section 5.9(a), the certificate Certificate of incorporation Incorporation of First Level as the Company Surviving Corporation shall be amended in the Merger to read the same Articles of Incorporation of First Level as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, until thereafter amended as provided by Law and as so amended shall be the certificate of incorporation of the Surviving Corporation (the "such Certificate of Incorporation"), until thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a), the bylaws of First Level as the Company Surviving Corporation shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect First Level immediately prior to the Effective Time, until thereafter amended as provided by Law and as so amended shall be the Certificate of Incorporation and the bylaws of the such Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCLCorporation; (c) the directors and officers of Merger Sub Subsidiary immediately prior to the Effective Time shall be the directors continue to serve in their respective offices of the Surviving Corporation following from and after the Merger Effective Time, in each case until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided and qualified or until their resignation or removal. If at the Effective Time a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the Certificate manner provided by Law and the bylaws of Incorporation or Bylawsthe Surviving Corporation; and (d) the officers name of the Company immediately prior to the Effective Time First Level shall be changed to "vFinance Investments, Inc.", the officers name of the Surviving Corporation until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or BylawsMerger Subsidiary.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) subject to Section 5.9(a), the certificate Certificate of incorporation Incorporation of the Company shall be amended and restated to conform to the Certificate of Incorporation set forth as Exhibit A hereto, which amended and restated Certificate of Incorporation shall continue in full force and effect after the Merger to read the same Effective Time as the certificate Certificate of incorporation Incorporation of Merger Sub the Surviving Corporation until thereafter amended as provided therein or by applicable Law. (b) At the Effective Time, the Bylaws of the Company shall be amended and restated to conform to the Bylaws set forth as Exhibit B hereto, which amended and restated Bylaws shall continue in full force and effect after the Effective Time as the Bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law. (c) At the Closing, the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are the directors and officers of Xxxxxxxx XxxxxxXx immediately prior to the Effective Time, and each such director and officer shall hold his or her office commencing as so amended shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCL; (c) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Merger until the earlier of (i) their death, his or her resignation or removal or (ii) such time as their until his or her respective successors are successor is duly elected or appointed and qualified, as provided in the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylawscase may be.

Certificate of Incorporation; Bylaws; Directors and Officers. At (a) Unless otherwise determined by Parent prior to the Effective Time: (a) subject to Section 5.9(a), at the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall be amended and restated in its entirety to be identical to the Merger to read the same as the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended which shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the -------- ------- Certificate of Incorporation shall be amended to read as follows: "), until thereafter amended in accordance with its terms and as provided by the DGCL;The name of this corporation is Xxxxx Corporation." (b) subject Unless otherwise determined by Parent prior to Section 5.9(a)the Effective Time, the bylaws of the Company shall be amended in the Merger to read the same as the bylaws Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended shall be the bylaws Bylaws of the Surviving Corporation (except that all references to Merger Sub in the "Bylaws"), Bylaws of the Surviving Corporation shall be changed to Xxxxx Corporation) until thereafter amended in accordance with its terms as provided by law and as provided by in the DGCL;Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following immediately after the Merger until the earlier of (i) their deathEffective Time, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided each to hold office in accordance with Delaware Law and the Certificate of Incorporation or Bylaws; and (d) and Bylaws of the Surviving Corporation. Unless otherwise determined by Parent prior to the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until immediately after the earlier Effective Time, each to hold office in accordance with the Bylaws of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or BylawsSurviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company shall be amended in the Merger to read the same Company, as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and shall be amended to be read as set forth in Exhibit A and, as so amended amended, shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), Company until thereafter amended in accordance with its terms the applicable provisions of the DGCL and as provided by the DGCL;such certificate of incorporation. (b) subject to Section 5.9(a)At the Effective Time, the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub Company, in effect immediately prior to the Effective Time, and shall be amended to read as set forth on Exhibit B and, as so amended amended, shall be the bylaws of the Surviving Corporation (the "Bylaws"), Company until thereafter amended in accordance with its terms and as provided by the applicable provisions of the DGCL;, the certificate of incorporation of the Surviving Company and such bylaws. (c) the directors The managers of Merger Sub immediately prior to before the Effective Time shall be the initial directors of the Surviving Corporation following Company and the officers of the Company immediately before the Effective Time, and certain other officers to be identified by Parent or Merger Sub prior to the Effective Time, shall be the initial officers of the Surviving Company, in each case until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation and qualified or Bylaws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the their earlier of (i) their death, resignation or removal or (ii) such in accordance with the certificate of incorporation and the bylaws of the Surviving Company as in effect from time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylawsto time.

Certificate of Incorporation; Bylaws; Directors and Officers. At (a) Unless otherwise determined by Parent prior to the Effective Time: (a) subject to Section 5.9(a), at the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall be amended and restated in its entirety to be identical to the Merger to read the same as the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended which shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation shall be amended to read as follows: "), until thereafter amended in accordance with its terms and as provided by the DGCL;The name of this corporation is Paragon Networks International Inc." (b) subject Unless otherwise determined by Parent prior to Section 5.9(a)the Effective Time, the bylaws of the Company shall be amended in the Merger to read the same as the bylaws Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended shall be the bylaws Bylaws of the Surviving Corporation (except that all references to Merger Sub in the "Bylaws"), Bylaws of the Surviving Corporation shall be changed to Paragon Networks International Inc.) until thereafter amended in accordance with its terms as provided by law and as provided by in the DGCL;Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following immediately after the Merger until the earlier of (i) their deathEffective Time, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided each to hold office in accordance with Delaware Law and the Certificate of Incorporation or Bylaws; and (d) and Bylaws of the Surviving Corporation. Unless otherwise determined by Parent prior to the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until immediately after the earlier Effective Time, each to hold office in accordance with the Bylaws of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or BylawsSurviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company Charter shall be amended and restated in the Merger to read the same in its entirety as the certificate of incorporation of Merger Sub set forth in effect immediately prior to the Effective TimeAnnex B, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation (the "“Certificate of Incorporation"”), until thereafter amended in accordance with its terms and as provided by the DGCLDGCL (subject to Section 6.8 hereof); (b) subject to Section 5.9(a), the bylaws of the Company Bylaws shall be amended and restated in the Merger to read the same in their entirety as the bylaws of Merger Sub set forth in effect immediately prior to the Effective TimeAnnex C, and as so amended and restated shall be the bylaws of the Surviving Corporation (the "“Bylaws"”), until thereafter amended in accordance with its their terms and as provided by the DGCLDGCL (subject to Section 6.8 hereof); (c) the directors of Merger Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Merger until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylaws.

Certificate of Incorporation; Bylaws; Directors and Officers. At (a) Unless otherwise determined by Parent prior to the Effective Time: (a) subject to Section 5.9(a), at the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall be amended and restated in its entirety to be identical to the Merger to read the same as the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended which shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation shall be amended to read as follows: "), until thereafter amended in accordance with its terms and as provided by the DGCL;The name of this corporation is Stopwatch Corporation." (b) subject Unless otherwise determined by Parent prior to Section 5.9(a)the Effective Time, the bylaws of the Company shall be amended in the Merger to read the same as the bylaws Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended shall be the bylaws Bylaws of the Surviving Corporation (except that all references to Merger Sub in the "Bylaws"), Bylaws of the Surviving Corporation shall be changed to Stopwatch Corporation) until thereafter amended in accordance with its terms as provided by law and as provided by in the DGCL;Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following immediately after the Merger until the earlier of (i) their deathEffective Time, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided each to hold office in accordance with Delaware Law and the Certificate of Incorporation or Bylaws; and (d) and Bylaws of the Surviving Corporation. Unless otherwise determined by Parent prior to the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until immediately after the earlier Effective Time, each to hold office in accordance with the Bylaws of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or BylawsSurviving Corporation.