Certificate of Incorporation Sample Contracts

Bumble Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BUMBLE INC. (January 28th, 2021)

The present name of the corporation is Bumble Inc. (the “Corporation”). The Corporation was incorporated under the name “Bumble Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on October 5, 2020. This Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Restated Certificate of Incorporation”), which amends, restates and integrates the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of the stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

loanDepot, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOANDEPOT, INC. (January 27th, 2021)

loanDepot, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows:

Rush Street Interactive, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RSI ASLP, INC. (January 5th, 2021)

RSI ASLP, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does certify as follows:

AmeriHome, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERIHOME, INC. (October 21st, 2020)

AmeriHome, Inc. is a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). This Amended and Restated Certificate of Incorporation of the Corporation (as the same may be further amended and/or restated, this “Charter”), has been duly adopted by all necessary action of the board of directors of the Corporation (the “Board”) and the stockholders of the Corporation, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as the same now exists or may hereafter be amended and/or supplemented from time to time (the “DGCL”), to read as follows:

Immunome Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Immunome, INC. (October 6th, 2020)
Asana, Inc.RESTATED CERTIFICATE OF INCORPORATION OF ASANA, INC. (September 21st, 2020)
Immunome Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Immunome, INC. (September 9th, 2020)
Gaucho Group Holdings, Inc.CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Gaucho group holdings, INC. (September 8th, 2020)

Algodon Wines & Luxury Development Group, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Asana, Inc.RESTATED CERTIFICATE OF INCORPORATION OF ASANA, INC. (August 24th, 2020)
By the signature of its authorized representative below, the undersigned (“Member”) agrees to be bound by the terms of this member agreement (“Member Agreement”), as well as the terms and conditions stated in the Certificate of Incorporation, Bylaws, and ... (August 20th, 2020)

This Member Agreement is non-binding on VRIF unless accompanied by a first year membership fee for the selected member class set forth above (which fee may be deferred by action of the Board of Directors of VRIF for up to thirty (30) days from acceptance hereof), adjusted for the Initial Term as set forth in the paragraph below, as applicable. Membership in VRIF is generally open to any entity supportive of the VRIF’s Purpose, that has executed the Member Agreement, and paid the appropriate fees.

Broadway Financial Corp \De\2. Compensation. (a) Base Salary. During the Service Period, the Executive shall be paid an annual base salary of $248,044.00 for the Executive's Services hereunder, payable in accordance with the normal and customary payroll procedures applicable to the ... (July 17th, 2020)
Broadway Financial Corp \De\EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as ofMay 1, 2017 by and among Broadway Financial Corporation, ("BFC"), Broadway Federal Bank, f.s.b. (the "Bank" and, together with BFC, the "Company"), and Ruth McCloud (the ... (July 17th, 2020)
Broadway Financial Corp \De\2. Compensation. (a) Base Salary. During the Service Period, the Executive shall be paid an annual base salary of $235,323.00 for the Executive's Services hereunder, payable in accordance with the normal and customary payroll procedures applicable to the ... (July 17th, 2020)
Applied UV, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APPLIED UV, INC. (July 16th, 2020)

Applied UV, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

Clikia Corp.SUBSCRIPTION AGREEMENT Clikia Corp. Background Clikia Corp., a Nevada corporation (the "Company"), is offering up to 5,000,000 shares of its common stock (the "Offered Shares") at a price of $0.____ per Offered Share, pursuant to Tier I of Regulation A ... (June 1st, 2020)
Virtual Office Agreement虛擬辦公室使用同意書 推薦人 Referrer: VO: A. Company Information of The Client 客戶公司資料 Company Name公司名稱 Chinese:中文: English:英文: Company Type公司類別 A. Individual Client 個 人 客 戶 口 B. Corporation Client 公 司 客 戶 口C. Partnership or Unincorporated Body ... (May 18th, 2020)

Contact Person 2聯絡人 2 Gender:性別: Female女 English:英文: Chinese:中文: HKID 香港身份證 口✔Passport 護 照 口 Identity Number:證件號碼: Mobile Phone No.手機號碼 Company Position公司職位 Email Address電郵地址

EXECUTION VERSION STOCK PURCHASE AGREEMENT by and among Masthercell Global Inc., Orgenesis Inc., and GPP-II Masthercell, LLC Dated June 28, 2018 Page -i- Page -ii- Page -iii- EXHIBITS AND SCHEDULES Exhibit A — Advisory Services Agreements Exhibit B — ... (May 5th, 2020)

This Stock Purchase Agreement (this “Agreement”) is entered into on June 28, 2018 by and among GPP-II Masthercell, LLC, a Delaware limited liability company (“Investor”), Masthercell Global Inc., a Delaware corporation (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”). Investor, the Company, and Orgenesis Parent are referred to collectively herein as the “Parties” and individually as a “Party”.

OneWater Marine Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONEWATER MARINE INC. (February 18th, 2020)

OneWater Marine Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

Blockstack PBCLISTING AGREEMENT This Listing Agreement (this “Agreement”) is entered into as of October 18, 2019 (the “Effective Date”) by and between Hash Blockchain Limited (“HBL”) and Blockstack PBC, a Delaware public benefit corporation (the “Company”). HBL and ... (October 23rd, 2019)
Blockstack PBCPURCHASE AGREEMENT for the Deferred Delivery Agreement (“DDA”) and Tokens to be issued by BLOCKSTACK PBC July 16, 2019 THIS PURCHASE AGREEMENT (“Purchase Agreement”), effective as of the last date on the signature page (the “Effective Date”), is entered ... (October 16th, 2019)
Blockstack PBCPURCHASE AGREEMENT for the Deferred Delivery Agreement (“DDA”) and Tokens to be issued by BLOCKSTACK PBC July 16, 2019 THIS PURCHASE AGREEMENT (“Purchase Agreement”), effective as of the last date on the signature page (the “Effective Date”), is entered ... (October 10th, 2019)
Muzinich BDC, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MUZINICH BDC, INC. (August 16th, 2019)

This Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by resolution of the Board of Directors of the Corporation at a meeting duly held. Upon the filing of this Certificate with the Secretary of State of the State of Delaware, the Certificate of Incorporation of the Corporation shall be amended and restated in its entirety to read as follows:

Change Healthcare Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHANGE HEALTHCARE INC. (June 20th, 2019)

The present name of the corporation is Change Healthcare Inc. (the “Corporation”). The Corporation was incorporated under the name “HCIT Holdings Inc.” by the filing of its original certificate of incorporation (as amended, the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on June 22, 2016. This Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended from time to time, the “Restated Certificate of Incorporation”), which amends, restates and integrates the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of the stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended, restated and integrated to read in its entirety

Beyond Meat, Inc.RESTATED CERTIFICATE OF INCORPORATION OF BEYOND MEAT, INC. (June 12th, 2019)

Beyond Meat, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

Millendo Therapeutics, Inc.RESTATED CERTIFICATE OF INCORPORATION OF OVASCIENCE, INC. (May 15th, 2019)

OvaScience, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Jones Lang Lasalle IncANNEX AND EXHIBIT INDEX Annex I Defined Term Index Exhibit A Form of Voting Agreement Exhibit B Form of Certificate of Incorporation of the Surviving Corporation Exhibit C Form of Certificate of Formation of the Surviving Company Exhibit D Form of ... (March 21st, 2019)
Alight Inc. / DEAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALIGHT INC. (February 14th, 2019)

The present name of the corporation is Alight Inc. (the “Corporation”). The Corporation was incorporated under the name “Alight Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on September 12, 2018. This Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Restated Certificate of Incorporation”), which amends, restates and integrates the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of the stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

Exeter Finance CorpFORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXETER FINANCE CORPORATION (January 22nd, 2019)

The present name of the corporation is Exeter Finance Corporation (the “Corporation”). The Corporation was incorporated under the name “Exeter Finance Corporation” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on July 20, 2018. This Amended and Restated Certificate of Incorporation of the Corporation, which amends, restates and integrates the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of the stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended, restated and integrated to read in its entirety as follows:

Clikia Corp.SUBSCRIPTION AGREEMENT Clikia Corp. Background Clikia Corp., a Nevada corporation (the "Company"), is offering up to 1,000,000,000 shares of its common stock (the "Offered Shares") at a price of $0.____ per Offered Share, pursuant to Tier I of Regulation ... (January 14th, 2019)
Beyond Meat, Inc.RESTATED CERTIFICATE OF INCORPORATION OF BEYOND MEAT, INC. (January 9th, 2019)

Beyond Meat, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

Neogenomics IncINDEX OF EXHIBITS Exhibit A Form of Certificate of Merger Exhibit B Form of Letter of Transmittal Exhibit C Form of Certificate of Incorporation of Surviving Company Exhibit D Form of Bylaws of Surviving Company Exhibit E Form of Joinder and Release ... (October 26th, 2018)
Point NewCo Inc.FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POINT NEWCO INC. (October 22nd, 2018)
Emaginos Inc.AGREEMENT AND PLAN OF MERGER between EMAGINOS, INC., a Delaware corporation ("Emaginos Delaware"), and EMAGINOS, INC., a Virginia corporation ("Emaginos Virginia"), Emaginos Delaware and Emaginos Virginia being sometimes referred to herein as the ... (September 26th, 2018)
New PennyMac Financial Services, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PENNYMAC FINANCIAL SERVICES, INC. (September 12th, 2018)

The present name of the corporation is New PennyMac Financial Services, Inc. (the "Corporation"). The Corporation was incorporated under the name "New PennyMac Financial Services, Inc." by the filing of its original certificate of incorporation (the "Original Certificate of Incorporation") with the Secretary of State of the State of Delaware on July 2, 2018. This Amended and Restated Certificate of Incorporation of the Corporation, which amends and restates the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of the stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

Oaktree Strategic Income II, Inc.AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OAKTREE STRATEGIC INCOME II, INC. (August 3rd, 2018)

Oaktree Strategic Income II, Inc., a Delaware corporation, the original Certificate of Incorporation of which was filed with the Secretary of State of the State of Delaware on April 30, 2018, hereby certifies that this Amended and Restated Certificate of Incorporation, restating, integrating and amending its Certificate of Incorporation, was duly adopted by in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), with the sole stockholder of the Corporation, Oaktree Capital Management, L.P., acting by written consent in lieu of a meeting in accordance with Section 228 of the DGCL. The Certificate of Incorporation of Oaktree Strategic Income II, Inc. is hereby amended, integrated and restated in its entirety to read as follows: