Common use of Required Third Party Consents Clause in Contracts

Required Third Party Consents. 1. Waiver of notice or delivery of notice and expiration of the notice period under and in accordance with the Stanford License. Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (“Delaware Law”), ImmuMetrix, Inc., a Delaware corporation (“Company”), DOES HEREBY CERTIFY: FIRST: The name and state of incorporation of each of the constituent corporations to the merger are as follows: Name State of Incorporation ImmuMetrix, Inc. Delaware Monitor Acquisition Corporation Delaware SECOND: An Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Monitor Acquisition Corporation (“Merger Sub”) and the other parties signatory thereto, setting forth the terms and conditions of the merger of Merger Sub with and into the Company (the “Merger”), has been approved, adopted, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251(c) of Delaware Law and the stockholders have given their written consent thereto in accordance with Section 228 of Delaware Law.