CERTIFICATE OF MERGER MERGING HARBOR ACQUISITION SUB, INC. WITH AND INTO HIGH LEVEL DESIGN SYSTEMS, INC. _______________________ Pursuant to Section 251 of the General Corporation Law of the State of Delaware _______________________ High Level Design Systems, Inc. ("HLDS") does hereby certify as follows: FIRST: That the constituent corporations Harbor Acquisition Sub, Inc. ("Harbor") and HLDS were incorporated pursuant to the Delaware General Corporation Law. SECOND: That an Agreement and Plan of Reorganization and Merger (the "Reorganization Agreement"), setting forth the terms and conditions of the merger of Harbor into HLDS (the "Merger"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251(c) of the Delaware Law. THIRD: That the name of the surviving corporation after the Merger (the "Surviving Corporation") shall be High Level Design Systems, Inc. FOURTH: That pursuant to the Reorganization Agreement, the Certificate of Incorporation of Harbor will be the Certificate of Incorporation of the Surviving Corporation. FIFTH: That an executed copy of the Reorganization Agreement is on file at the principal place of business of the Surviving Corporation at the following address: High Level Design Systems, Inc. 3945 Freedom Circle, Fourth Floor Santa Clara, California 95054 SIXTH: That a copy of the Reorganization Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. 1. SEVENTH: That the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, HLDS has caused this Certificate of Merger to be executed in its corporate name this ____ day of December, 1996. HIGH LEVEL DESIGN SYSTEMS, INC. By: ------------------------------------- J. George Janac President and Chief Executive Officer 2.