Delaware
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`The First State
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` Page 1
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`I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
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`DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
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`COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
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`"LEAP ACQUISITION CORP.", A DELAWARE CORPORATION,
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`WITH AND INTO "SPRINGPATH, INC." UNDER THE NAME OF
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`“SPRINGPATH, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER
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`THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
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`OFFICE ON THE TWENTY-SECOND DAY OF SEPTEMBER, A.D. 2017, AT 5:46
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`O`CLOCK P.M.
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`A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
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`NEW CASTLE COUNTY RECORDER OF DEEDS.
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`
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`5149049 8100M
`SR# 20176302124
`You may verify this certificate online at corp.delaware.gov/authver.shtml
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`Authentication: 203277405
`Date: 09-22-17
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`State of Delaware
`Secretary of State
`Division of Corporations
`Delivered 05:46 PM 09/22/2017
`FILED 05:46 PM 09122/2017
`SR 20176302124 - File Number 5149049
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`CERTIFICATE OF MERGER
`FOR THE MERGER OF LEAP ACQUISITION CORP.
`WITH AND INTO
`SPRINGPATH, INC.
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`Pursuant to Section 251(c) of the
`General Corporation Law of the State of Delaware
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`Springpath, Inc., a Delaware corporation (the "Company"), does hereby certify to the following
`facts relating to the merger (the "Merger'') of Leap Acquisition Corp., a Delaware corporation ("Sub"),
`with and into the Company, with the Company continuing as the surviving corporation of the Merger:
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`FIRST:
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`SECOND:
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`The Company and Sub are the constituent corporations in the Merger, and each is a
`corporation incorporated pursuant to the laws of the State of Delaware.
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`An Agreement and Plan of Merger, dated as of August 19, 2017 (the "Merger
`Agreemenf'), has been approved, adopted, certified, executed and acknowledged by the
`Company and by Sub in accordance with the provisions of Section 228 and Section
`25 l(c) of the Delaware General Corporation Law (the "DGCL").
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`THIRD:
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`The surviving corporation of the Merger shall be "Springpath, Inc." (the "Surviving
`Corporation").
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`FOURTH:
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`Upon the effectiveness of the Merger, the Certificate of Incorporation of the Surviving
`Corporation shall be amended and restated to read in its entirety as set forth in
`Attachment A attached hereto.
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`FIFTH:
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`SIXTH:
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`The executed Merger Agreement is on file at the principal place of business of the
`Surviving Corporation at 640 West California Ave., Suite 110, Sunnyvale, CA 94086.
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`A copy of the executed Merger Agreement will be furnished by the Surviving
`Corporation, on request and without cost, to any stockholder of any constituent
`corporation of the Merger.
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`SEVENTH:
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`The Merger shall become effective upon filing with the Secretary of State of the State of
`Delaware in accordance with Section 103 and Section 251(c) of the DGCL.
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`DocuSign Envelope ID: 36557E3C-OC16-48E5-8022-215AB7C6CB61
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`IN WITNESS WHEREOF, Springpath, Inc. has caused this Certificate of Merger to be
`executed by its duly authorized officer as of September~ 2017.
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`SPRINGPATH, INC.
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`By:_%_~--~-·"_. -
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`Name: Kittu Kolluri
`Title: ChiefExecutive Officer
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`AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
`OF
`SPRINGPA TH, INC.
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`ATTACHMENT A
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`The name of the corporation is Springpath, Inc.
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`ARTICLE I
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`ARTICLE II
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`The address of the registered office of the corporation in the State of Delaware is 251 Little Falls
`Drive, City of Wilmington, New Castle County, 19808-1674. The name of its registered agent at that
`address is Corporation Service Company.
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`The purpose of the corporation is to engage in any lawful act or activity for which corporations
`may be organized under the General Corporation Law of the State of Delaware.
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`ARTICLE III
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`The total number of shares of stock which the corporation has authority to issue is One Thousand
`(1,000) shares, all of which shall be Common Stock, $0.001 par value per share.
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`ARTICLE IV
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`ARTICLEV
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`The Board of Directors of the corporation shall have the power to adopt, amend or repeal Bylaws
`of the corporation.
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`Election of directors need not be by written ballot unless the Bylaws of the corporation shall so
`provide.
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`ARTICLE VI
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`ARTICLE VII
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`To the fullest extent permitted by law, no director of the corporation shall be personally liable for
`monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding
`sentence, if the Delaware General Corporation Law is hereafter amended to authorize the further
`elimination or limitation of the liability of a director, then the liability of a director of the corporation
`shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as
`so amended.
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`The corporation may indemnify to the fullest extent permitted by law any person made or
`threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or
`investigative, by reason of the fact that he or she or his or her testator or intestate is or was a director,
`officer or employee of the corporation or any predecessor of the corporation or serves or served any other
`enterprise as a director, officer or employee at the request of the corporation or any predecessor to the
`corporation.
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`Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this
`Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise
`adversely affect any limitation on the personal liability of a director of the corporation existing at the time
`of such amendment, repeal or adoption of such an inconsistent provision.
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`***********************************
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