SPIRIT MERGER CORP.
(a Delaware corporation)
with and into
SPLUNK INC.
(a Delaware corporation)
(Under Section 251 of the General Corporation Law of the State of Delaware)
Dated: [•], 2023
Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (as amended, the “DGCL”), Splunk Inc., a Delaware corporation (the “Company”), in connection with the merger of Spirit Merger Corp., a Delaware corporation (“Merger Sub”) with and into the Company (the “Merger”), does hereby certify:
FIRST: The name, jurisdiction of organization, state of domicile and type of entity of each of the constituent entities to the Merger are as follows:
Name | | | Jurisdiction of Organization and State of Domicile | | | Type of Entity |
Spirit Merger Corp. | | | Delaware | | | Corporation |
Splunk Inc. | | | Delaware | | | Corporation |
SECOND: An Agreement and Plan of Merger by and among Cisco Systems, Inc., a Delaware corporation, Merger Sub and the Company, dated as of September [•], 2023 (the “Merger Agreement”), has been approved, adopted, executed and acknowledged by each constituent entity with respect to the Merger in accordance with Section 251 of the DGCL.
THIRD: Upon the effectiveness of the Merger the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation (the “Surviving Entity”). The name of the Surviving Entity shall be “Splunk Inc.”
FOURTH: Upon the effectiveness of the Merger, the certificate of incorporation of the Surviving Entity shall be amended and restated in its entirety in the form attached hereto as Exhibit A.
FIFTH: An executed copy of the Merger Agreement is on file at the office of the Surviving Entity at 270 Brannan Street, San Francisco, California 94107.
SIXTH: An executed copy of the Merger Agreement will be furnished by the Surviving Entity on request, without cost, to any stockholder of the constituent corporations.
SEVENTH: The Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL.
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A-93
IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to be duly executed as of the date first written above.
| | | SPLUNK INC. | ||||
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| | | By: | | | ||
| | | | | Name: | ||
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A-94
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
SPLUNK INC.
A-95
EXHIBIT A
[SIXTH] AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SPLUNK INC.
ARTICLE I
The name of the corporation is Splunk Inc. (the “Corporation”).
