Certificate of Incorporation Sample Contracts

Glucose Biosensor Systems (Greater China) Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLUCOSE BIOSENSOR SYSTEMS (GREATER CHINA) HOLDINGS, INC. Pursuant to Section 245 of the Delaware General Corporation Law (August 2nd, 2019)

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), in order to amend and restate its certificate of incorporation pursuant to section 242 of the DGCL, hereby certifies the following:

Acacia Research Corp – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACACIA RESEARCH CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Acacia Research Corporation (the “Corporation”), a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Amended and Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”) is hereby amended as follows: Article V, Sections 3 and 4 of the Restated Certificate are (August 2nd, 2019)
Acacia Research Corp – CERTIFICATE OF CORRECTION TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACACIA RESEARCH CORPORATION Acacia Research Corporation (the “Corporation”), a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), certifies that: A. The name of the Corporation is Acacia Research Corporation. B. The Third Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 15, 2019 (the “Filing”), and the Filing requires correction as (August 2nd, 2019)
Tableau Software Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TABLEAU SOFTWARE, INC. (August 1st, 2019)

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is 1,000 with par value of $0.001 per share.

Control4 Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONTROL4 CORPORATION (August 1st, 2019)

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 200 Bellevue Parkway, Suite 210, Bellevue Park Corporate Center, Wilmington, New Castle County, Delaware 19809.  The name of its registered agent at such address is Intertrust Corporate Services Delaware Ltd.

Nesco Holdings, Inc. – CERTIFICATE OF INCORPORATION OF NESCO HOLDINGS, INC. (August 1st, 2019)

Second: The registered office of the Corporation is to be located at 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

Worldpay, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WORLDPAY, INC. (July 31st, 2019)

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

Worldpay, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WORLDPAY, INC. Filed pursuant to Sections 242 and 245 of the Delaware General Corporation Law (July 31st, 2019)

WORLDPAY, INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Xerox Holdings Corp – RESTATED CERTIFICATE OF INCORPORATION OF XEROX HOLDINGS CORPORATION UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW (July 31st, 2019)
Xerox Corp – RESTATED CERTIFICATE OF INCORPORATION OF XEROX CORPORATION Under Section 807 of the Business Corporation Law of the State of New York (July 31st, 2019)
Xerox Holdings Corp – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF XEROX HOLDINGS CORPORATION Under Section 805 of the Business Corporation Law (July 31st, 2019)

The undersigned, Douglas H. Marshall, Secretary of Xerox Holdings Corporation, a New York corporation (the “Corporation”), HEREBY CERTIFIES that:

Zoom Telephonics, Inc. – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware (July 30th, 2019)

Zoom Telephonics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

Array Biopharma Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARRAY BIOPHARMA INC. (July 30th, 2019)

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

M&t Bank Corp – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF M&T BANK CORPORATION Under Section 805 of the Business Corporation Law (July 30th, 2019)

The undersigned, being the President and Chief Operating Officer of M&T Bank Corporation (the “Corporation”), and the Assistant Secretary of the Corporation, do hereby certify and set forth as follows:

PENSARE ACQUISITION Corp – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENSARE ACQUISITION CORP. (July 30th, 2019)

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

Switchback Energy Acquisition Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SWITCHBACK Energy Acquisition CorpORATION July 25, 2019 (July 30th, 2019)

Switchback Energy Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

ProSight Global, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROSIGHT GLOBAL, INC. (July 29th, 2019)

Pursuant to Section 103 of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned, Lawrence Hannon, President and Chief Executive Officer of ProSight Global, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Castle Biosciences Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CASTLE BIOSCIENCES, INC. (July 29th, 2019)

FOUR: This Certificate of Incorporation has been duly adopted and approved by the Board of Directors and by written consent of the stockholders in accordance with Sections 228, 242 and 245 of the DGCL and written notice of such action has been given as provided in section 228 of the DGCL.

Sunnova Energy International Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNNOVA ENERGY INTERNATIONAL INC. (July 29th, 2019)

Sunnova Energy International Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies:

Cytori Therapeutics, Inc. – CERTIFICATE OF AMENDMENT OF Amended and Restated CERTIFICATE OF INCORPORATION OF (July 29th, 2019)

Cytori Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

Sunnova Energy International Inc. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNNOVA ENERGY INTERNATIONAL INC. (July 29th, 2019)

Sunnova Energy International Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

Sunnova Energy International Inc. – CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNNOVA ENERGY INTERNATIONAL INC. July 29, 2019 (July 29th, 2019)

Sunnova Energy International Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

Gordon Pointe Acquisition Corp. – AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORDON POINTE ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law (July 26th, 2019)

The undersigned, being a duly authorized officer of GORDON POINTE ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

Liberty Expedia Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIBERTY EXPEDIA HOLDINGS, INC. (July 26th, 2019)

The address of the Corporation’s registered office in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904.  The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

Quest Solution, Inc. – Certificate of Amendment of Certificate of Incorporation of Quest Solution, Inc. State of Delaware Secretary of State Division of Corporations Delivered 09:30 AM 03/01/2019 FILED 09:30 AM 03/01/2019 SR 20191640552 - File Number 796648 (July 26th, 2019)

Quest Solution, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Sintx Technologies, Inc. – CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF SINTX TECHNOLOGIES, INC. (July 26th, 2019)

SINTX Technologies, Inc. (the “Corporation”), a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify that:

Covanta Holding Corp – Cautionary Statements All information included in this earnings presentation is based on continuing operations, unless otherwise noted. Forward-Looking Statements Certain statements in this press release may constitute “forward- looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such for (July 25th, 2019)
Mirum Pharmaceuticals, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIRUM PHARMACEUTICALS, INC. (July 25th, 2019)

FOUR: This Restated Certificate has been duly adopted and approved by the Board of Directors and by written consent of the stockholders in accordance with Sections 228, 242 and 245 of the DGCL and written notice of such action has been given as provided in section 228 of the DGCL.

Dynatrace Holdings LLC – CERTIFICATE OF INCORPORATION OF DYNATRACE, INC. (July 25th, 2019)

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

Biodelivery Sciences International Inc – Charter Amendment CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (July 25th, 2019)

BioDelivery Sciences International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

Obalon Therapeutics Inc – TO THE RESTATED CERTIFICATE OF INCORPORATION OF OBALON THERAPEUTICS, INC. (July 24th, 2019)

Obalon Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

Babcock & Wilcox Enterprises, Inc. – OF RESTATED CERTIFICATE OF INCORPORATION OF BABCOCK & WILCOX ENTERPRISES, INC. (July 24th, 2019)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

Endeavor Group Holdings, Inc. – CERTIFICATE OF INCORPORATION of ENDEAVOR GROUP HOLDINGS, INC. (July 24th, 2019)

The Wlders igned incorporator, in order to form a corporation Wlder the General Corporation Law of the State of Delaware (the ‘‘DGCL”), certifies as follows:

Electronics for Imaging Inc – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELECTRONICS FOR IMAGING, INC. July 23, 2019 (July 23rd, 2019)

SECOND: The Corporation shall have the authority to issue 500,000 shares of $0.01 par value common stock and 100,000 shares of $0.01 par value preferred stock.

Conyers Park II Acquisition Corp. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONYERS PARK II ACQUISITION CORP. July 17, 2019 (July 23rd, 2019)

Conyers Park II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: