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 Merger Sub attached hereto as Exhibit A (the “Merger Sub Charter”) will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law, except that such certificate of incorporation will be amended to change the name of the Surviving Corporation to “Exult, Inc.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the The certificate of incorporation of Merger Sub attached hereto Sub, as Exhibit A (in effect immediately prior to the “Merger Sub Charter”) will Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein, by the DGCL or by applicable Law, except that such Article I of the certificate of incorporation will be amended to change the name of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “ExultThe name of the corporation shall be iVOW, Inc.”

Certificate of Incorporation of the Surviving Corporation. At and after the Effective Time, the certificate of incorporation of Merger Sub attached hereto Sub, as Exhibit A (in effect immediately prior to the “Merger Sub Charter”) will Effective Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable Lawthe DGCL, except that such certificate of incorporation will be amended to change the name of the Surviving Corporation to shall be “ExultALPS Holdings, Inc.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the The certificate of incorporation of Merger Sub attached hereto as Exhibit A (MERGER SUB in effect at the “Merger Sub Charter”) will Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Lawlaw, except that such certificate of incorporation will be amended to change the name of the Surviving Corporation shall be changed to “Exult, Inc.”the name NATIONAL HOLDING COMPANY. Bylaws of the Surviving Corporation. The bylaws of MERGER SUB in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the The certificate of incorporation of Merger Sub attached hereto Sub, as Exhibit A (in effect immediately prior to the “Merger Sub Charter”) will Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein, by the DGCL or by applicable Law, except that such Article I of the certificate of incorporation will be amended to change the name of the Surviving Corporation shall be amended and restated in its entirety to “Exult, Inc.”read as follows: "The name of the corporation shall be Inamed Corporation."

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the The certificate of incorporation of Merger Sub attached hereto Sub, as Exhibit A (in effect immediately prior to the “Merger Sub Charter”) will Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein, by the DGCL or by applicable Law, except that such Article I of the certificate of incorporation will be amended to change the name of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “Exult, Inc.The name of the corporation shall be Inamed Corporation.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Merger Sub attached hereto as Exhibit A (the “"Merger Sub Charter”") will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law, except that such certificate of incorporation will be amended to change the name of the Surviving Corporation to “"Exult, Inc.”"

Certificate of Incorporation of the Surviving Corporation. At and after the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub attached hereto as Exhibit A (the “Merger Sub Charter”) will "MERGER SUB CHARTER"), as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law, except that such certificate of incorporation will be amended to change the name of the Surviving Corporation to “Exult, Inc.”Corporation.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Merger Sub attached hereto as Exhibit A (in effect immediately prior to the “Merger Sub Charter”) will Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name (the “Charter”), until thereafter amended as provided therein or as provided by applicable Law and consistent with the obligations set forth in accordance with applicable Law, except that such certificate of incorporation will be amended to change the name of the Surviving Corporation to “Exult, Inc.”Section 6.11.

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub attached hereto as Exhibit A (in effect immediately prior to the “Merger Sub Charter”) will Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter duly amended in accordance with its terms and applicable Law, except that such certificate of incorporation will be amended to change the name of Merger Sub as set forth in the Surviving Corporation Certificate of Incorporation shall be changed to “Exult, Inc.”AIL Technologies Inc. at the Effective Time.