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

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (shall be amended to read the “Charter”) same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to take the form read as follows: “The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name corporation shall be replaced with references to the Surviving Inamed Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety such that it shall be identical in all respects to take the form of the certificate of incorporation of iPayment Merger Sub Sub, as in effect immediately prior to at the Effective Time, except that references to Merger Sub’s the name of the Surviving Corporation shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Lawset forth in Section 2.1.

Certificate of Incorporation of the Surviving Corporation. At the Second Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take the form of be identical to the certificate of incorporation of Merger Sub 2, as in effect immediately prior to the Second Effective Time, except until thereafter amended in accordance with Delaware Law and as provided in such certificate of incorporation; provided, however, that references to Merger Sub’s name at the Second Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated in its entirety to read as provided therein and/or by applicable Lawfollows: “The name of the corporation is Solectron Corporation.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be restated in the Merger and as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or or by applicable Lawthe DGCL.

Certificate of Incorporation of the Surviving Corporation. At The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (until thereafter changed or amended as provided therein, by the “Charter”) DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to take the form read as follows: “The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name corporation shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removediVOW, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.Inc.”

Certificate of Incorporation of the Surviving Corporation. At Unless otherwise specified by Parent prior to the Effective Time, at the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take the form of Effective Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name Time shall be replaced with references to the certificate of incorporation of the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub ; provided, however, that Article I thereof shall be removedamended to read as follows: “The name of this corporation is RentJuice Corporation”. Thereafter, until thereafter duly amended, restated or the certificate of incorporation of the Surviving Corporation may be amended in accordance with its terms and restated as provided therein and/or by applicable Lawlaw.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take be the form of same as the certificate of incorporation of the Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s the name of the corporation shall be replaced with references revised to be the name of the Surviving Corporation’s name , and any references to the sole incorporator such certificate of Merger Sub incorporation shall be removed, the certificate of incorporation of the Surviving Corporation until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable LawLaw and such certificate of incorporation of the Surviving Corporation.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (shall be amended to read the “Charter”) same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to take the form read as follows: "The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name corporation shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removedDigital Fusion, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.Inc."

Certificate of Incorporation of the Surviving Corporation. At Unless otherwise specified by Parent prior to the Effective Time, at the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated Merger Sub, in its entirety to take substantially the form of the certificate of incorporation of Merger Sub attached hereto as Exhibit C, as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (except that the name of Surviving Corporation will be changed to the name of the Company at the Effective Time, except that references to Merger Sub’s and the name shall and address of the incorporator may be replaced with references to removed). Thereafter, the certificate of incorporation of the Surviving Corporation’s name Corporation may be amended in accordance with its terms and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Applicable Law.

Certificate of Incorporation of the Surviving Corporation. At The certificate of incorporation of MERGER SUB in effect at the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be until amended and restated in its entirety to take the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Timeaccordance with applicable law, except that references to Merger Sub’s the name of the Surviving Corporation shall be replaced with references changed to the name NATIONAL HOLDING COMPANY. Bylaws of the Surviving Corporation’s name and any references to . The bylaws of MERGER SUB in effect at the sole incorporator of Merger Sub Effective Time shall be removed, the bylaws of the Surviving Corporation until thereafter duly amended, restated or amended and restated as provided therein and/or by in accordance with applicable Lawlaw.

Certificate of Incorporation of the Surviving Corporation. At The certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of Subsidiary as in effect on the date hereof without change unless and until amended in accordance with applicable law; provided, however, that on the Effective TimeDate, Article I of the certificate of incorporation of the Surviving Corporation (the “Charter”) shall hereby be amended and restated in its entirety to take the form read, “The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Timecorporation is True Religion Apparel, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.Inc.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (shall be amended to read the “Charter”) same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to take the form read as follows: "The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name corporation shall be replaced with references to the Surviving Inamed Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law."

Certificate of Incorporation of the Surviving Corporation. At Unless otherwise specified by Parent prior to the Effective Time, at the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take the form of Effective Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name Time shall be replaced with references to the certificate of incorporation of the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub ; provided, however, that Article I thereof shall be removedamended to read as follows: “The name of this corporation is StreetEasy, until thereafter duly amendedInc.”. Thereafter, restated or the certificate of incorporation of the Surviving Corporation may be amended in accordance with its terms and restated as provided therein and/or by applicable Lawlaw.

Certificate of Incorporation of the Surviving Corporation. At the Effective TimeTime and pursuant to the Merger, the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Charter”) Company shall be amended and restated in its entirety to take the form read as set forth in Exhibit A hereto. Such Amended and Restated Certificate of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name Incorporation shall be replaced with references to the Amended and Restated Certificate of Incorporation of the Surviving Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.

Certificate of Incorporation of the Surviving Corporation. At The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (until thereafter changed or amended as provided therein, by the “Charter”) DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to take the form read as follows: "The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name corporation shall be replaced with references to the Surviving Inamed Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law."

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take conform to the form substantive portions of the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, except however, that references to Merger Sub’s name Article I thereof shall be replaced with references amended to read as follows: "The name of this corporation is Pathlight Technology, Inc." Thereafter, the Certificate of Incorporation of the Surviving Corporation’s name Corporation may be amended in accordance with its terms and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Lawlaw.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to take conform to the form substantive portions of the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, except however, that references to Merger Sub’s name Article 1 thereof shall be replaced with references amended to read as follows: "The name of this corporation is IntelliPrep Technologies, Incorporated" Thereafter, the Certificate of Incorporation of the Surviving Corporation’s name Corporation may be amended in accordance with its terms and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Lawlaw.

Certificate of Incorporation of the Surviving Corporation. At The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (until thereafter changed or amended as provided therein, by the “Charter”) DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to take the form read as follows: “The name of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name corporation shall be replaced with references to the Surviving Inamed Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.”