Contract analysis

1. The name of the Corporation is [Insert Full Legal Name of Combined Company]. The original certificate of incorporation of the Corporation (as it may have been amended or supplemented from time to time prior to the date hereof, the "Original Certificate") was filed with the Secretary of State of the State of Delaware on [Insert original filing date] under the name [Insert Prior Name of Corporation].

2. This Amended and Restated Certificate of Incorporation (this "Certificate"), which restates, integrates, and further amends the provisions of the Original Certificate as heretofore in effect, was duly adopted in accordance with the provisions of Sections 242, 245, and 388 of the DGCL and has been duly approved by the Board of Directors and the stockholders of the Corporation in accordance with the applicable provi

3. This Certificate shall become effective upon filing with the Secretary of State of the State of Delaware [or at such later time as specified: __].

4. The text of the Original Certificate is hereby restated, integrated, and amended in its entirety to read as follows:

ARTICLE I NAME. The name of the corporation is [Insert Full Legal Name] (the "Corporation").

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The registered office of the Corporation in the State of Delaware is located at [Insert Address], in the City of [Insert City], County of [Insert County], State of Delaware 19[_]. The name of the Corporation's registered agent at such address is [Insert Registered Agent Name]. The registered agent is authorized to act as a registered agent in the State of Delaware in

ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out and effectuate the purposes and provisions of this Certificate, including, without limitation, all powers granted to corporations generally under the DGCL.

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is [Insert Total Number] shares, consisting of: (a) [Insert Number] shares of Common Stock, par value $[Insert Par Value] per share ("Common Stock"); and (b) [Insert Number] shares of Preferred Stock, par value $[Insert Par Value] per share ("Preferred Stock"). The number of authoriz

Section 4.2.1 — Voting Rights. Each share of Common Stock shall entitle the holder thereof to [Insert Number, typically one (1)] vote on each matter properly submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or as provided in this Certificate (including any certificate of designation relating to any series of Preferred Stock), the holders of shares of Common Stock shall v

Section 4.2.2 — Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors of the Corporation

Section 4.2.3 — Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after payment or provision for payment of any liquidation preference in full on all shares of Preferred Stock that are entitled thereto, the holders of shares of Commo

Section 4.2.4 — No Preemptive Rights. No holder of shares of Common Stock shall, as such holder, have any preemptive right to subscribe for, purchase, or otherwise acquire any shares of any class or series of capital stock of the Corporation, whether now or hereafter authorized, which may at any time be offered, sold, or otherwise disposed of or issued by the Corporation, nor shall any holder of Common Stock have any

Section 4.3 — Preferred Stock.

Section 4.3.1 — Blank Check Preferred. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series, the designation of such series, and the powers (including voting powers), preferences, and relative, p

Section 4.4 — No Fractional Shares. The Corporation shall not issue fractional shares of capital stock. In lieu of any fractional share to which a holder would otherwise be entitled, the Corporation shall, in the sole discretion of the Board of Directors, either (a) pay to such holder an amount in cash equal to the fair market value of such fractional share (as determined in good faith by the Board of Directors) or (

Section 5.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Certificate, or the Bylaws of the Corporation (the "Bylaws"), the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may

Section 5.2 — Number of Directors. The number of directors constituting the Board of Directors shall be fixed exclusively by resolution of the Board of Directors from time to time, subject to a minimum of [Insert Minimum Number] and a maximum of [Insert Maximum Number]. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 5.3 — Classified Board / Staggered Terms. [Option A — Classified Board:] The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III, as nearly equal in number as reasonably possible. The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective. The initial assignment o

Section 5.4 — Removal of Directors. [If classified board — Option A:] Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least [Insert Percentage]% of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together a

Section 5.5 — Vacancies and Newly Created Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or any other cause, and any newly created directorships resulting from any increase in the number of directors, shall be

Section 5.6 — Election of Directors; Ballot. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VI LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS

Section 6.1 — Director Exculpation. To the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation rights than the DGCL permitted the Corporation to provide prior to such amendment), no director of the Corporation shall be personally liable to the Corp

Section 6.2 — Officer Exculpation. To the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation rights than the DGCL permitted the Corporation to provide prior to such amendment), no officer of the Corporation shall be personally liable to the Corpor

Section 6.3 — No Retroactive Impairment. No amendment to, repeal of, or adoption of any provision of this Certificate inconsistent with this Article VI shall apply to, or have any effect on, the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment, repeal, or adoption. If the DGCL is amen

ARTICLE VII INDEMNIFICATION. Section 7.1 — Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior t

Section 7.2 — Advancement of Expenses. The Corporation shall, to the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnitee in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advanc

Section 7.3 — Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any statute, this Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, or otherwise, both as to action in such pers

Section 7.4 — Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another corporation, partnership, joint venture, limited liability company, trust, or other enterprise, again

Section 7.5 — Survival. The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to an Indemnitee who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnitee. Any amendment to, repeal of, or adoption of any provision of this Certificate inconsistent with th

Section 7.6 — Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Article VII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, eac

ARTICLE VIII BYLAWS. In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the total number of directors then in office. Any adoption, amendment, alteration, or repeal of the Bylaws by the Board of Directors shall

ARTICLE IX STOCKHOLDER MATTERS. Section 9.1 — No Written Consent. No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders, unless such action is first recommended or approved by the Board of Directors. [Alternative: Any action required or permitted

Section 9.2 — Special Meetings. Special meetings of stockholders of the Corporation may be called only by the Board of Directors, the Chairperson of the Board of Directors, or the Chief Executive Officer of the Corporation, and shall not be called by any other person. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's

Section 9.3 — Supermajority Voting Provisions for Amendments to Specified Articles. Notwithstanding any other provision of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate (including any certificate of designation relating to any series

ARTICLE X CORPORATE OPPORTUNITIES. To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces and waives any interest or expectancy of the Corporation in, and any right of the Corporation to be offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become known to [Insert Designated Persons/Entities, e.g., the Sponsor, its

ARTICLE XI EXCLUSIVE FORUM. Section 11.1 — Delaware Forum Selection (State Law Claims). Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also d

Section 11.2 — Federal Forum Selection (Securities Act Claims). Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. For the avoidance of doubt, this S

Section 11.3 — Consent to Jurisdiction; Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI. If any action the subject matter of which is within the scope of Section 11.1 or Section 11.2 above is filed in a court other than the applicable cou

Section 11.4 — Severability. If any provision of this Article XI, or the application of any such provision to any person or entity or any circumstance, shall be held to be invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Article XI, and such invalid, illegal, or unenforceable provisio

ARTICLE XII AMENDMENT. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by the DGCL and this Certificate, and all rights and powers conferred herein on stockholders, directors, and officers are granted subject to this reserved power; provided, however, that, notwithstanding any other provision of this Certificat

ARTICLE XIII SEVERABILITY. If any provision of this Certificate becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Certificate, and the court shall replace such illegal, void, or unenforceable provision of this Certificate with a valid and enf

ARTICLE XIV DOMESTICATION. This Certificate is being filed in connection with the domestication of [Insert Prior Entity Name], a [Insert Prior Jurisdiction] [Insert Entity Type] (the "Prior Entity"), to the State of Delaware pursuant to Section 388 of the DGCL. The Prior Entity was originally formed or incorporated under the laws of [Insert Prior Jurisdiction] on [Insert Date of Original Formation]. This Certificate