State of Delaware
`
`Secretary of State
`Division of Corporations
`Delivered 08:08 AM 12f10/2018
`FILED 08:08 AM l2fl0f2018
`SR 20188043497 - FileNumber 3822373
`
`CERTXFXCATE 0F MERGER
`
`MERGING
`
`PROTA MERGER SUB, iNC.
`a Delaware corporation
`
`WITH AND INTO
`
`OCLARO, INC.
`a Delaware corporation
`
`Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of
`Delaware (“Delaware Law”), the undersigned corporation, Ociaro, Inc., a Delaware
`corporation (the “Corporation”), does hereby certify the following information relating
`to the merger (the “Merger”) of Prota Merger Sub,
`Inc., a Delaware corporation
`(“Merger Sub” , with and into the Corporation.
`
`FIRST: The names of each of the constituent corporations to the Merger are as
`follows:
`
`
`Name
`
`Oclaro, Inc.
`
`Prota Merger Sub, Inc.
`
`State of Incorporation
`
`Delaware
`
`Delaware
`
`SECOND: A Merger Agreement, dated March 11, 2018 (the “Agreement”) by
`and among Lurnenturn Holdings Inc., a Delaware corporation (“Parent”), Merger Sub, a
`wholly owned subsidiary of Parent, Prota Merger, LLC, a Delaware limited liability
`company and a Wholly owned subsidiary of Parent (“Merger Sill) LLC”) and the
`Corporation, has been approved, adopted, certified, executed and acknowledged by each
`of the constituent corporations in accordance with the requirements of Section 251(0) of
`the Delaware General Corporation Law.
`
`THXRD: The Corporation shall be the surviving corporation (the “Surviving
`Corporation”) upon the consummation of the Merger and the name of the Surviving
`Corporation is “Oclaro, Inc.”
`
`FOURTH: The Merger shall be effective immediately upon the filing of this
`Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective
`Time”).
`
`the Certificate of
`That upon the consummation of the Merger,
`FIFTH:
`Incorporation of the Corporation shall be amended and restated in its entirety as set forth
`in Exhibit A hereto, and shall be the Amended and Restated Certificate of Incorporation
`of the Surviving Corporation until thereafter amended in accordance with the applicable
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`provisions of the Delaware General Corporation Law and of such Amended and Restated
`Certificate of Incorporation.
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`SiXTH: An executed copy of the Agreement is on file at 225 Charcot Avenue,
`San Jose, CA 9513], an office of the Surviving Corporation.
`
`SEVENTH: A copy of the Agreement will be furnished by the Surviving
`Corporation, on request and without cost,
`to any stockhoider of either constituent
`corporation.
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`[Signature Page Fallows]
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`IN WITNESS WHEREOF, Ociaro, Inc. has caused this Certificate of Merger to
`be signed by a duty authorized officer, the 10th day of December, 2018.
`
`Ociaro, Inc.
`
`a Delaware corporation
`
`[3/ Greg Dougherty
`By:
`Name: Greg Daugherty
`Title: Chief Executive Officer
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`Exhibit A
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`Amended and Restated Certificate of Incorporation
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`AMENDED AND RESTATED
`
`CERTIFICATE OF INCOR?ORATION OF
`
`OCLARO, INC.
`
`ARTICLE I
`
`The name of the corporation is Oclaro, Inc. (the “Company”).
`
`ARTICLE II
`
`The address of the Company’s registered office in the State of Delaware is 1209
`Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The
`name of the registered agent at such address is The Corporation Trust Company.
`
`ARTICEE Ill
`
`The purpose of the Company is to engage in any lawful act or activity for which
`corporations may be organized under the Delaware General Corporation Law, as the
`same exists or as may hereafter be amended from time to time.
`
`ARTICLE IV
`
`This Company is authorized to issue one class of shares to be designated
`Common Stock. The total number of shares of Common Stock the Company has
`authority to issue is 1,000 with par value of $0.001 per share.
`
`ARTICLE V
`
`In furtherance and not in limitation of the powers conferred by statute, the board
`of directors of the Company is expressly authorized to make, alter, amend or repeal the
`bylaws of the Company.
`
`ARTiCLE VI
`
`Elections of directors need not be by written ballot unless otherwise provided in
`the bylaws of the Company.
`
`ARTICEE V1.1
`
`To the fi1l1est extent permitted by the De1aware Genera1 Corporation Law, as the
`same exists or as may hereafter be amended from time to time, a director of the Company
`shall not be personally liable to the Company or its stockholders for monetary damages
`for breach of fiduciary duty as a director. If the Delaware General Corporation Law is
`amended to authorize corporate action further eliminating or limiting the personal
`1iability of directors, then the liability of a director of the Company shal1 be eliminated or
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`limited to the fullest extent permitted by the Delaware General Corporation Law, as so
`amended.
`
`Neither any amendment nor repeal of this Article, nor the adoption of any
`provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate
`or reduce the effect of this Article in respect of any matter OCCurn'ng, or any cause of
`action, suit or claim accruing or arising or that, but for this Article, would accrue or arise,
`prior to such amendment, repeal or adoption of an inconsistent provision.
`
`ARTICLE VIII
`
`Subject to any provisions in the bylaws of the Company related to indemnification of
`directors or officers of the Company, the Company shall indemnify, to the fullest extent
`permitted by applicable law, any director or officer of the Company who was or is a party
`or is threatened to be made a party to any threatened, pending or completed action, suit or
`proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by
`reason of the fact that he or she is or was a director, officer, employee or agent of the
`Company or is or was serving at the request of the Company as a director, officer,
`employee or agent of another corporation, partnership, joint venture,
`trust or other
`enterprise, including service with respect to employee benefit plans, against expenses
`(including attorneys” fees), judgments, fines and amounts paid in settlement actually and
`reasonably incurred by such person in connection with any such Proceeding. The
`Company shall be required to indemnify a person in connection with a Proceeding
`initiated by such person only if the Proceeding was authorized by the Board.
`
`The Company shall have the power to indemnify, to the extent permitted by the
`Delaware General Corporation Law, as it presently exists or may hereafter be amended
`from time to time, any employee or agent of the Company who was or is a party or is
`threatened to be made a party to any Proceeding by reason of the fact that he or she is or
`was a director, officer, employee or agent of the Company or is or was serving at the
`request of the Company as a director, officer, employee or agent of another corporation,
`partnership, joint venture, trust or other enterprise, including service with respect to
`employee benefit plans, against expenses (including attorneys’ fees), judgments, fines
`and amounts paid in settlement actually and reasonably incurred by such person in
`connection with any such Proceeding.
`
`to indemnification or to advancement of expenses arising under a
`A right
`provision of this Certificate of Incorporation or a bylaw of the Company shall not be
`eliminated or impaired by an amendment to this Certificate of Incorporation or the
`bylaws of the Company after the occurrence of the act or omission that is the subject of
`the civil, criminal, administrative or investigative action, suit or proceeding for which
`indemnification or advancement of expenses is sought, unless the provision in effect at
`the time of such act or omission explicitly authorizes such elimination or impairment
`after such action or omission has occurred.
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`ARTICLE IX
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`Except as provided in ARTICLE VII and ARTICLE VIH above, the Company
`reserves the right to amend, alter, change or repeal any provision contained in this
`Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all
`rights conferred upon stockhoiders herein are granted subject to this reservation.
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