Extract to table

This Amended and Restated Certificate is being filed in connection with, and shall become effective upon, the effectiveness of the merger (the "Merger") of NTP Acquisition Sub, Inc

The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0

The Common Stock shall constitute the only class of capital stock of the Corporation

Except as otherwise required by the DGCL or by this Amended and Restated Certificate, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders

Subject to applicable law and the rights, if any, of holders of any outstanding series of preferred stock (of which none are currently authorized), dividends and other distributions may be declared and paid on the Common Stock from time to time as and when determined by the Board of Directors of the Corporation (the "Board of Directors") out of funds of the Corporation lawfully available therefor, in such amounts, at such times, and in such manner as the Board of Directors shall determine in its sole discretion

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors