Extract to table

The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware following the effectiveness of the Merger

issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the treasury of the Company, (ii) shares owned, directly or indirectly, by Parent or Merger Sub, and (iii) shares with respect to which appraisal rights have been properly exercised and perfected and not withdrawn or lost in accordance with Section 262 of the DGCL (collectively, "Dissenting Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive Twenty Dollars ($20

held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor

From and after the Effective Time, the certificates representing shares of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be deemed for all purposes to evidence ownership of shares of common stock of the Surviving Corporation into which such shares have been converted

Any Dissenting Shares shall not be converted into the right to receive the Merger Consideration but instead shall be entitled only to such rights as may be granted under Section 262 of the DGCL; provided, however, that if any holder of Dissenting Shares shall fail to perfect, or shall effectively withdraw or lose, such holder's right to appraisal under Section 262 of the DGCL, then such shares shall thereupon be treated as if they had been converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest

SEVENTH This Certificate of Merger shall become effective upon its filing with the Secretary of State of the State of Delaware on July 22, 2025, at 11:59 p