Certificate Of Incorporation Sample Contracts

Crescent Funding Inc. – Certificate of Incorporation of Crescent Funding Corporation (February 15th, 2019)
Loxo Oncology, Inc. – Amended and Restated Certificate of Incorporation of Loxo Oncology, Inc. (February 15th, 2019)
Cytodyn Inc – February 13, 2019 CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 Ladies and Gentlemen: We Have Acted as Counsel for CytoDyn Inc., a Delaware Corporation (The Company), in Connection With the Sale and Issuance of Up to 1,320,000 Shares of the Companys Common Stock, Par Value $0.001 Per Share (The Shares) and Warrants (The Warrants) to Purchase Up to an Aggregate of 660,000 Shares of Common Stock (The Warrant Shares) Pursuant to the Registration Statement on Form S-3 (File No. 333-223195) (The Registration Statement) Filed by the Company With the Securities and Exchange Com (February 13th, 2019)
Tuscan Holdings Corp. – CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. Pursuant to Section 102 of the Delaware General Corporation Law (February 13th, 2019)

I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the "GCL"), do hereby certify as follows:

ShockWave Medical, Inc. – THIS CERTIFIES THAT Is the Owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Shockwave Medical, Inc. (Hereinafter Called the Company), Transferable on the Books of the Company in Person or by Duly Authorized Attorney, Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby, Are Issued and Shall Be Held Subject to All of the Provisions of the Certificate of Incorporation, as Amended, and the By-Laws, as Amended, of the Company (February 8th, 2019)
Amended and Restated Certificate of Incorporation of the Dun & Bradstreet Corporation (February 8th, 2019)

SECOND: The registered office and registered agent of the Corporation is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

Cytodyn Inc – February 7, 2019 CytoDyn Inc. 1111 Main Street, Suite 660 Vancouver, Washington 98660 Ladies and Gentlemen: We Have Acted as Counsel for CytoDyn Inc., a Delaware Corporation (The Company), in Connection With the Sale and Issuance of Up to 3,522,000 Shares of the Companys Common Stock, Par Value $0.001 Per Share (The Shares) and Warrants (The Warrants) to Purchase Up to an Aggregate of 1,761,000 Shares of Common Stock (The Warrant Shares) Pursuant to the Registration Statement on Form S-3 (File No. 333-223195) (The Registration Statement) Filed by the Company With the Securities and Exchange Co (February 8th, 2019)
Amended and Restated Certificate of Incorporation of the Dun & Bradstreet Corporation (February 8th, 2019)

SECOND: The registered office and registered agent of the Corporation is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ShockWave Medical, Inc. – Amended and Restated Certificate of Incorporation of Shockwave Medical, Inc. (February 8th, 2019)
Gores Metropoulos, Inc. – Gores Metropoulos, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Ladies and Gentlemen: This Letter (This Letter Agreement) Is Being Delivered to You in Accordance With the Underwriting Agreement (The Underwriting Agreement) to Be Entered Into by and Between Gores Metropoulos, Inc., a Delaware Corporation (The Company), and Deutsche Bank Securities Inc. And Credit Suisse Securities (USA) LLC, as Representatives (The Representatives) of the Several Underwriters (Each, an Underwriter and Collectively, the Underwriters), Relating to an Underwritten Initial Public Off (February 6th, 2019)
Tortoise Acquisition Corp. – CERTIFICATE OF INCORPORATION OF TORTOISE Acquisition Corp. (February 6th, 2019)

THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the "DGCL"), hereby adopts the following Certificate of Incorporation (the "Certificate") for such corporation:

Pandora Media Inc. – Second Amended and Restated Certificate of Incorporation of Pandora Media, Inc. (February 1st, 2019)

SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

Harpoon Therapeutics, Inc. – THIS CERTIFIES THAT Is the Owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Harpoon Therapeutics, Inc. (Hereinafter Called the Company), Transferable on the Books of the Company in Person or by Duly Authorized Attorney, Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby, Are Issued and Shall Be Held Subject to All of the Provisions of the Certificate of Incorporation, as Amended, and the By-Laws, as Amended, of the Compa (January 29th, 2019)
Bojangles', Inc. – Amended and Restated Certificate of Incorporation of Bojangles, Inc. (January 28th, 2019)
Gossamer Bio, Inc. – GOSSAMER BIO, INC. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, a SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTO (January 23rd, 2019)
THIS CERTIFIES THAT * * Is the Record Holder of * * Shares of Series E Convertible Preferred Stock of Sunesis Pharmaceuticals, Inc. Transferable Only on the Books of the Corporation by the Holder, in Person, or by Duly Authorized Attorney, Upon Surrender of This Certificate Properly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Are Issued and Shall Be Held Subject to All the Provisions of the Amended and Restated Certificate of Incorporation, the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, and the Bylaws (January 22nd, 2019)
1.1 the Merger 2 1.2 Closing 2 1.3 the Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Parent Common Stock 3 1.7 Merger Sub Common Stock 3 1.8 Treatment of Company Equity Awards 3 1.9 Certificate of Incorporation of the Surviving Corporation 7 1.10 Bylaws of the Surviving Corporation 7 1.11 Directors of the Surviving Corporation 7 1.12 Officers of the Surviving Corporation 7 ARTICLE II EXCHANGE OF SHARES 2.1 Parent to Make Shares Available 7 2.2 Exchange of Shares 8 2.3 Dissenting Shares 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 (January 18th, 2019)
Bears Holding Sub, Inc. – SPECIMEN SPECIMEN NUMBER SHARES Bears Holding suB, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS C O M M O N S T O C K CUSIP 74975N 10 5 This CerTifies ThaT: SPECIMEN Is the Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF Bears Holding suB, Inc. Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Duly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Are Subject to the Laws of the State of Delaware, and to the Cert (January 18th, 2019)
Bears Holding Sub, Inc. – SPECIMEN SPECIMEN NUMBER SHARES SEE REVERSE FOR Bears Holding suB, Inc. CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE S E R I E S a C O N v E R T I B L E P R E F E R R E D S T O C K This CerTifies ThaT: SPECIMEN Is the Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES a CONVERTIBLE PREFERRED STOCK OF $0.001 PAR VALUE EACH OF Bears Holding suB, Inc. Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Duly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Are Subject to th (January 18th, 2019)
Avedro Inc – WHEREAS, Avedro, Inc., a Delaware Corporation, Has Entered Into a Loan and Security Agreement Dated as of September 11, 2014 (The Loan Agreement) With Hercules Technology Growth Capital, Inc., a Maryland Corporation, in Its Capacity as Administrative Agent, Hercules Technology III, L.P., a Delaware Limited Partnership (The Warrantholder) and the Other Lender Parties Thereto; WHEREAS, in Connection With the Loan Agreement, the Company and the Warrantholder Entered Into a Warrant Agreement Dated as of September 11, 2014 (The Original Warrant Agreement) Pursuant to Which the Company Granted to Wa (January 18th, 2019)
1.1 the Merger 2 1.2 Closing 2 1.3 the Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Parent Common Stock 3 1.7 Merger Sub Common Stock 3 1.8 Treatment of Company Equity Awards 3 1.9 Certificate of Incorporation of the Surviving Corporation 7 1.10 Bylaws of the Surviving Corporation 7 1.11 Directors of the Surviving Corporation 7 1.12 Officers of the Surviving Corporation 7 ARTICLE II EXCHANGE OF SHARES 2.1 Parent to Make Shares Available 7 2.2 Exchange of Shares 8 2.3 Dissenting Shares 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 (January 18th, 2019)
Pivotal Acquisition Corp – FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS a COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF PIVOTAL ACQUISITION CORP. Transferable on the Books of the Company in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Company Will Be Forced to Liquidate if It Is Unable to Complete an Initial Business Combination Within the Time Period Set Forth in the Companys Certificate of Incorporation, as the Same May Be Amended From Time to Time. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness th (January 11th, 2019)
Cirius Therapeutics, Inc. – Amended and Restated Certificate of Incorporation of Cirius Therapeutics, Inc. (January 11th, 2019)
Federal Street Acquisition Corp. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FEDERAL STREET ACQUISITION CORP. January 4, 2019 (January 10th, 2019)

Federal Street Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the Corporation), DOES HEREBY CERTIFY AS FOLLOWS:

Agiliti, Inc. \De – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. January 4, 2019 (January 10th, 2019)

Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), DOES HEREBY CERTIFY AS FOLLOWS:

Beyond Meat, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEYOND MEAT, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) (January 9th, 2019)

Beyond Meat, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"),

AquaMed Technologies, Inc. – Certificate of Incorporation of Aquamed Technologies, Inc. (January 9th, 2019)

The address of the Corporation's registered office is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

AquaMed Technologies, Inc. – Certificate of Amendment to Certificate of Incorporation of Aquamed Technologies, Inc. (January 9th, 2019)

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL") does hereby certify:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLACK BOX CORPORATION (A Delaware Corporation) (January 7th, 2019)
KT High-Tech Marketing Inc. – Certificate of Amendment to the Certificate of Incorporation of KULR Technology Group, Inc. (January 7th, 2019)

This Certificate of Amendment to the Certificate of Incorporation of KULR Technology Group, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

Guardion Health Sciences, Inc. – Certificate of Amendment to Certificate of Incorporation of Guardion Health Sciences, Inc. (January 7th, 2019)

GUARDION HEALTH SCIENCES, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows:

Poseida Therapeutics, Inc. – Amended and Restated Certificate of Incorporation of Poseida Therapeutics, Inc. (January 4th, 2019)
Mphase Technologies – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION mPHASE TECHNOLOGIES, INC (January 4th, 2019)

Pursuant to Section 14A: 7-2 of Title 14A, Corporations General of the New Jersey Statutes, the undersigned does hereby amend the Certificate of Incorporation of mPhase Technologies, Inc. (the "Corporation") as follows:

THERMOGENESIS Corp. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARTXPRESS BIO, INC. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware) (January 4th, 2019)

CARTXpress Bio, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"),

Douglas Dynamics – THIRDFOURTH AMENDED AND RESTATED BYLAWS OF DOUGLAS DYNAMICS, INC. (A DELAWARE CORPORATION) ARTICLE I. CORPORATE OFFICES Section 1.01 Registered Office. The Registered Office of the Corporation Shall Be Fixed in the Certificate of Incorporation of the Corporation. Section 1.02 Other Offices. The Corporation May Also Have an Office or Offices, and Keep the Books and Records of the Corporation, Except as May Otherwise Be Required by Law, at Such Other Place or Places, Either Within or Without the State of Delaware, as the Board of Directors May From Time to Time Determine or the Business of the C (January 4th, 2019)