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CERTIFICATE OF INCORPORATION
OF
ISI MERGER CORP.
FIRST: The name of the corporation is ISI Merger Corp. (the "Corporation").
SECOND: The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the city of Wilmington, in the county of New Castle. The name of the registered agent at such address is Corporation Service Company.
THIRD: 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 (the "Delaware General Corporation Law").
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 5,000 shares of common stock, par value $0.01 per share.
FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The authorized number of directors of the Corporation shall be fixed from time to time in accordance with the bylaws of the Corporation.
SIXTH: The name and mailing address of the incorporator are James P. Dvorak, Jr., c/o Venable, Baetjer and Howard, LLP, 2010 Corporate Ridge, Suite 400, McLean, Virginia 22102. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.
SEVENTH:
A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith.
B. The right to indemnification conferred in Section A of this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.
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C. The rights to indemnification and to the advancement of expenses conferred in this Article SEVENTH shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, provision of the Company's bylaws, agreement, or vote of stockholders or disinterested directors,
D. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or its subsidiary or affiliate, or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
E. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation, or any person that is or was serving at the request of the Corporation as an employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, to the fullest extent of the provisions of this Article SEVENTH with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
EIGHTH! A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, 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. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
NINTH: Elections of Directors need not be by written ballot unless the bylaws of the Corporation so provide.
TENTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.
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IN WITNESS WHEREOF, the undersigned, being the sole incorporator herein named, for the purpose of forming a Delaware corporation, has executed, signed and acknowledged this certificate of incorporation this 27th day of November, 2001.
| /s/ James P. Dvorak, Jr. | ||
| James P. Dvorak, Jr. Incorporator |
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CERTIFICATE OF MERGER
FOR MERGER OF
NEWPOINT TECHNOLOGIES, INC. (A DELAWARE CORPORATION)
WITH AND INTO
ISI MERGER CORP. (A DELAWARE CORPORATION)
Pursuant co Sections 103 and 251 of the Delaware General Corporation Law, ISI Merger Corp., a Delaware corporation, which is the surviving corporation in the merger described herein. hereby certifies as follows:
- a.
- NEWPOINT Technologies, Inc., a Delaware corporation (hereinafter "Newpoint"); and
- b.
- ISI Merger Corp., a Delaware corporation (hereinafter "ISI").
1. The name and state of incorporation of each of the constituent corporations are:
2. An Agreement and Plan of Reorganization (the "Agreement and Plan of Reorganization") has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with the provisions of Section 251(c) of the General Corporation Law of State of Delaware.
3. At the effective time of the merger described herein, Newpoint shall be merged with and into LSI, and ISI shall be the surviving corporation and the name of the surviving corporation shall be changed to "Newpoint Technologies, Inc."
4. At the effective time of the merger described herein, the Certificate of Incorporation of ISI, as amended in the manner set forth herein, shall be the Certificate of Incorporation of the surviving corporation.
5. The amendments or changes in the Certificate of Incorporation of ISI that are to be effected by the merger arc as follows: The Certificate of Incorporation of ISI shall be amended by deleting therefrom Article FIRST its entirety and the inserting the following in lieu thereof:
"FIRST: The name of the corporation is Newpoint Technologies, Inc. (the "Corporation")."
6. The executed Agreement and Plan of Reorganization is on file at the principal place of business of the surviving corporation at 13 Red Roof Lane, Newpoint Technology Park, Salem, New Hampshire 03079.
7. A copy of the Agreement and Plan of Reorganization will be furnished by ISI, on request and without cost, to any stockholder of any constituent corporation.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be duly executed as of the 28th day of January, 2002.
| ISI MERGER CORP. | ||||
By: | /s/ Gary A. Prince | |||
| Gary A. Prince Chairman | ||||
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IRIS ACQUISITION SUB LLC
ARTICLES OF ORGANIZATION
The undersigned, being authorized to execute and file these Articles, hereby certifies that:
FIRST: The name of the limited liability company (hereinafter referred to as the "Company") is "IRIS Acquisition Sub LLC".
SECOND: The purposes for which the Company is formed are to engage in any lawful business, except the business of acting as an insurer.
THIRD: The address of the principal office of the Corporation in this State is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, MD 21202.
FOURTH: The name and address of the resident agent of the Corporation are CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, MD 21202,
FIFTH: No member is an agent of the Company solely by virtue of being a member, and no member has authority to act for the Company solely by virtue of being a member.
IN WITNESS \WHEREOF, I have signed these Articles of Organization and acknowledged them to be my act on the 12th day of May, 2011.
| /s/ Sharon A. Kroupa Sharon A. Kroupa Authorized Person |
I hereby consent to my designation in this document as resident agent for this entity.
SIGNED: | /s/ Resident Agent | |||
| Resident Agent |
CERTIFICATE OF INCORPORATION OF ISI MERGER CORP.
CERTIFICATE OF MERGER FOR MERGER OF NEWPOINT TECHNOLOGIES, INC. (A DELAWARE CORPORATION) WITH AND INTO ISI MERGER CORP. (A DELAWARE CORPORATION)
IRIS ACQUISITION SUB LLC ARTICLES OF ORGANIZATION