Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 1 of 12 PageID #: 1049
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 1 of 12 PageID #: 1049
`
`
`
`EXHIBIT |
`
`
`
`

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`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 2 of 12 PageID #: 1050
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 2 of 12 PageID #: 1050
`
`flefaware
`
`
`
`.
`
`Tie first State
`
`I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
`
`DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
`
`COPY OF THE CERTIFICATE OF AMENDMENT OF "CDM OPTICS,
`
`INC. ",
`
`CHANGING ITS NAME FROM "CDM OPTICS,
`
`INC. " TO "OMNIVISION CDM
`
`OPTICS,
`
`INC. ”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF
`
`JANUARY, A.D. 2008, AT 5:43 O’CLOCK P.M.
`
`A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
`
`NEW CASTLE COUNTY RECORDER OF DEEDS.
`
`8100 080018331
`
`3620731
`
`You may verify this certificate online
`at corp. delaware. gov/authver. shtml
`
`
`Harriet Smith Windsor, Secretary of State
`AUTHENTICATION: 62.91881
`
`DATE: 01-07—08
`
`OMNI VENUE000146
`
`OMNI VENUE000146
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 3 of 12 PageID #: 1051
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 3 of 12 PageID #: 1051
`
`_W
`
`State of Lelaware
`Secreta
`of State
`Division 0 Cor
`rations
`Delivered 05:54
`01/07/2008
`5:43 PM 01 07 2008
`Rfiggogml _ 3626735 FEE
`CERTIFICATE OF AMENDMENT
`OF CERTIFICATE OF INCORPORATIofi
`OF CDM OPTICS, INC.
`
`The Corporation, CDM Optics, Inc., organimd and existing under and by virtue of the General
`Corporation Law of the State of Delaware does hereby certify:
`
`FIRST: That resolutions were duly adopted by the Board of Directors of CDM Optics, Inc, setting
`forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said
`amendment to be advisable and calling a meeting of the stockholders of said Corporation for
`consideration thereof. The resolution setting forth the proposed amendment is as follows:
`
`RESOLVED, that the Certificate of Incorporation of this Corporation be
`amended by changing the Article 1 thereof so that. as amended, said
`Article shall be and read as Follows:
`
`Article 1.
`
`NAME The name of this corporation is OmniVision CDM Optics, Inc. (the “Corporation";
`
`SECOND: That the said amendment has been duly approved by holders of a majority of shares of
`all outstanding Common Stock of this Corporation.
`
`THIRD; That said amendment was duly adopted in accordance with the provisions of Section 242
`of the General Corporation Law of the State of Delaware.
`
`IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 33h day
`ofJanuary, 2008,
`
`CDM OPTICS, iNC.
`.
`
`By: %_
`Vicky Cho Secretary
`
`OMNI VENUE000147
`
`OMNI VENUE000147
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 4 of 12 PageID #: 1052
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 4 of 12 PagelD #: 1052
`
`State of Delaware
`
`of State
`_ Secreta
`DJ_.vision o Corporations
`Delivered 11:32 AM 11/12/2014
`FILED 11:27 AM 11/12/2014
`SRV 141398315 - 3620731 FILE
`
`STATE OF DELAWARE
`CERTIFICATE OF CHANGE OF REGISTERED AGENT
`AND/OR REGISTERED OFFICE
`
`The corporation organized and existing under the General Corporation Law of the State
`of Delaware, hereby certifies as follows:
`
`1,
`
`
`The name of the corporation is Omnflgion CDM Optics, inc.
`
`
`The Registered Office of the corporation in the State of Delaware is changed to
`2.
`
`__
`Corporation Trust Center
`
`.
`(street), in the City of Wilmington
`_
`1209 Orange WW___
`. The name of the
`County of New Castle
`Zip Code 19801
`Registered Agent at such address upon whom process against this Corporation may be
`served is THE CORPORATIONMTRUST COMPANY
`
`The foregoing change to the registered office/agent was adopted by a resolution of
`3.
`the Board of Directors of the corporation.
`
`
`
`uthorized Officer
`
`
`Name: Anson Chan, CEO 5% Treasurer
`Print or Type
`
`EJFIQJ 7 ormami Walters Kluwcl 0:1:in
`
`OMNI VENUE000148
`
`OMNI VENUE000148
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 5 of 12 PageID #: 1053
`
`Delaware.gov  
`
`Governor | General Assembly | Courts | Elected Officials | State Agencies
`
` 
`
`Department of State: Division of Corporations
`
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`
`THIS IS NOT A STATEMENT OF GOOD STANDING
`
`File Number:
`
`3183597
`
`Incorporation Date /
`Formation Date:
`
`2/28/2000
`(mm/dd/yyyy)
`
`Entity Name:
`
`Entity Kind:
`
`Residency:
`
`OMNIVISION TECHNOLOGIES, INC.
`
`Corporation
`
`Domestic
`
`Entity Type: General
`
`State: DELAWARE
`
`REGISTERED AGENT INFORMATION
`
`Name:
`
`Address:
`
`City:
`
`State:
`
`Phone:
`
`THE CORPORATION TRUST COMPANY
`
`CORPORATION TRUST CENTER 1209 ORANGE ST
`
`WILMINGTON
`
`County: New Castle
`
`DE
`
`302­658­7581
`
`Postal Code:
`
`19801
`
`Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or
`more detailed information including current franchise tax assessment, current filing history
`and more for a fee of $20.00.
`Would you like 
`Status 
`
`Status,Tax & History Information  Submit
`
`Back to Entity Search
`
`For help on a particular field click on the Field Tag to take you to the help area.
`site map   |   privacy   |    about this site   |    contact us   |    translate   |    delaware.gov
`
`OMNI VENUE000149
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 6 of 12 PageID #: 1054
`
`Delaware
`
`The First State
`
` Page 1
`
`I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
`
`DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
`
`COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
`
`"SEAGULL ACQUISITION CORPORATION", A DELAWARE CORPORATION,
`
`WITH AND INTO "OMNIVISION TECHNOLOGIES, INC." UNDER THE NAME
`
`OF “OMNIVISION TECHNOLOGIES, INC.”, A CORPORATION ORGANIZED AND
`
`EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
`
`AND FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF JANUARY,
`
`A.D. 2016, AT 8:03 O`CLOCK A.M.
`
`
`
`3183597 8100M
`SR# 20164520314
`You may verify this certificate online at corp.delaware.gov/authver.shtml
`
`Authentication: 202512472
`Date: 06-17-16
`
`OMNI VENUE000150
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 7 of 12 PageID #: 1055
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 7 of 12 PagelD #: 1055
`
`State of Delaware
`
`Secretary of State
`Division of Corporations
`Delivered 08:03 AM 01/28/2016
`FllED 08:03 AM 01f28f2016
`SR 20160442220 - FileNumber 3183597
`
`CERTIFICATE OF MERGER
`
`of
`
`SEAGULL ACQUISITION CORPORATION
`
`(a Deiaware corporation)
`
`with and into
`
`OMNIVISION TECHNOLOGIES, INC.
`
`(3 Delaware corporation)
`
`Pursuant to Section 251 of the Delaware General Corporation Law.
`
`The undersigned corporation does hereby certify that:
`
`FIRST: The constituent corporations (the “Constituent Comorations”) participating in
`the merger herein certified (the “Merger”) are:
`
`Seaguil Acquisition Corporation, which is incorporated under the iaws of
`(i)
`the State of Deiaware (“Acguisition Su ”); and
`
`OmniVision Technoiogies, Inc., which is incorporated under the Iavvs of
`(ii)
`the State of Deiaware (the “Company”).
`
`SECOND: An Agreement and Pian of Merger, dated as of April 30, 2015, as amended
`by Amendment No. 1, dated as of October 30, 2015, by and among Seaguil International
`Limited, a Cayman Islands exempted iirnited company, Acquisition Sci) and the Company (the
`“Agreement and Pian ofMerger”) has been approved, adopted, certified, executed and
`acknowiedged by each of the Constituent Corporations in accordance with the provisions of
`subsection (c) of Section 251 of the Deiaware General Corporation Law.
`
`THIRD: The name of the surviving corporation in the Merger is OmniVision
`Technologies, Inc. (the “ nrviving Cogoration”).
`
`FOURTH: The certificate of incorporation of the Surviving Corporation shall be
`amended and restated in its entirety to read as set forth on Exhibit A.
`
`OMNI VENUE000151
`
`OMNI VENUE000151
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 8 of 12 PageID #: 1056
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 8 of 12 PageID #: 1056
`
`FIFTH: The executed Agreement and Pian ofMerger is on file at an office of the
`Surviving Corporation, the address of which is as foiiows:
`
`OmniVision Technologies, Inc.
`4275 Burton Drive
`
`Santa Clara, California 95 054
`
`SIXTH: A copy of the Agreement and Plan ofMeiger will be furnished by the Surviving
`Corporation, on request and without cost, to any stockhoider of either of the Constituent
`Corporations.
`
`[The remainder of this page is intentionally left blank]
`
`OMNI VENUE000152
`
`OMNI VENUE000152
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 9 of 12 PageID #: 1057
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 9 of 12 PageID #: 1057
`
`IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of
`Merger to be duly executed by its authorized officer.
`.
`
`Dated:
`
`January 28, 2016
`
`OMNIVISION TECHNOLOGIES, INC.
`
`By:
`
`wnfifl
`
`Name: Henry Yang
`Title:
`Chief Operating Officer
`
`[Signature Page to Cerzifimte ofMerger]
`
`OMNI VENUE000153
`
`OMNI VENUE000153
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 10 of 12 PageID #: 1058
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 10 of 12 PageID #: 1058
`
`Exhibit A
`
`Certificate of Incorporaiion of Surviving Corporation
`
`See afiached.
`
`OMNI VENUE000154
`
`OMNI VENUE000154
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 11 of 12 PageID #: 1059
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 11 of 12 PageID #: 1059
`
`AMENDED AND RESTATED CERTIFTCATE OF TNCORPORATTON
`OF
`
`OMNIVISTON TECHNOLOGIES, INC.
`
`(a Delaware corporation)
`
`ARTICLE ONE
`
`The name of the Company is OmniVision Technologies, Inc.
`
`ARTICLE TWO
`
`The registered office of the Company in the State of Delaware is located at 1209 Orange
`Street, Wilmington, New Castie County, Delaware 19801, and the name of the registered agent
`whose office address will be the same as the registered office is The Corporation Trust
`Company.
`
`ARTICLE THREE
`
`The purpose of the Company is to engage in any iawful act or activity for which a
`corporation may be organized under the Deiaware General Corporation Law.
`
`ARTICLE FOUR
`
`The totai number of shares of capital stock that the Company has authority to issue is one
`hundred (100) shares, which wili be designated Common Stock, par value $1.00 per share.
`
`ARTICLE FIVE
`
`Unless, and except to the extent that, the Bylaws of the Company (the “‘Byiaws”) so
`require, the eiection of directors need not be by written baliot.
`
`ARTTCLE SIX
`
`The board of directors of the Company (the “Board of Directors”) may from time to time
`adopt, amend or repeai the Bylaws, subject to the power of the stockholders to adopt any Byiaws
`or to amend or repeat any Byiaws adopted, amended or repealed by the Board of Directors.
`
`ARTTCLE SEVEN
`
`To the fiillest extent that the Delaware Generai Corporation Law as it exists on the date
`hereof or as it may hereafter be amended permits the iimitation or elimination of the liahiiity of
`directors, no director wiil be liable to the Company or its stockhoiders for monetary damage for
`breach of fiduciary duty as a director. Any repeal or amendment of this Article will not
`adversely affect any limitation on the personai liability or alleged liability of a director arising
`from an act or omission of that director occurring prior to the time of such repeal or amendment.
`
`OMNI VENUE000155
`
`OMNI VENUE000155
`
`

`

`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 12 of 12 PageID #: 1060
`Case 1:16-cv-00290-MN Document 23-9 Filed 08/10/16 Page 12 of 12 PageID #: 1060
`
`ARTICLE ETGHT
`
`The directors shall have powers without the assent or vote of the stockholders to fix and
`vary the amount to be reserved for any proper purpose; to authorize and cause to be executed
`mortgages and liens upon all or any part of the property of the Company; to determine the use
`and disposition of any surplus or net profits; and to fix the times for the declaration and payment
`of dividends.
`
`ART} CLE NINE
`
`The directors in their discretion may submit any contract or act for approvai or
`ratification at any annuai meeting of the stockhoiders or at any meeting of the stockholders
`called for the purpose of considering any such act or contract, and any contract or act that shalt
`be approved or be ratified by the vote of the holders of a majority of the stock of the Company
`which is represented in person or by proxy at such meeting and entitled to vote thereat (provided
`that a iawful quorum of stockholders be there represented in person or by proxy) shalt be as valid
`and as binding upon the Company and upon ali the stockholders as though it had been approved
`or ratified by every stockholder of the Company, whether or not the contract or act would
`otherwise be open to iegal attack because of directors’ interest, or for any other reason.
`
`ARTICLE TEN
`
`In addition to the powers and authorities hereinbefore or by statute expressly conferred
`upon them, the directors are hereby empowered to exercise all such powers and do ali such acts
`and things as may be exercised or done by the Company; subject, nevertheless, to the provisions
`of the statutes of Deiaware, of this certificate, and to any bylaws from time to time made by the
`stockhoiders; provided, however, that no bylaws so made shail invalidate any prior act of the
`directors which would have been vaiid if such bylaw had not been made.
`
`ARTICLE ELEVEN
`
`The Company shall, to the full extent permitted by Section 145 of the Generai
`Corporation Law of the State of Deiaware, as amended from time to time, indemnify all persons
`whom it may indemnify pursuant thereto.
`
`ARTICLE TWELVE
`
`Section 203 of the General Corporation Law of the State of Delaware shail not apply to
`the Company.
`
`OMNI VENUE000156
`
`OMNI VENUE000156
`
`