ARTICLES OF MERGER THE KEYW MERGER SUBSIDIARY, INC. (a Maryland corporation) INTO THE KEYW CORPORATION (a Maryland corporation)
THE
KEYW MERGER SUBSIDIARY, INC.
(a
Maryland corporation)
INTO
THE
KEYW CORPORATION
(a
Maryland corporation)
These
ARTICLES OF MERGER are
entered into this 29th day of
December 2009, by and between The KEYW Merger Subsidiary, Inc., a Maryland
corporation (which is hereinafter called the “Merging Corporation”), and The
KEYW Corporation, a Maryland corporation (which is hereinafter called the
“Surviving Corporation”), in connection with The Agreement and Plan of Merger
dated as of December 29, 2009, by and among The KEYW Holding Corporation, a
Maryland corporation (“Hold Co.”), the Merging Corporation, and the Surviving
Corporation (the “Merger Agreement”).
THIS IS
TO CERTIFY TO THE STATE DEPARTMENT OF ASSESSMENTS AND
TAXATION
OF THE STATE OF MARYLAND THAT:
FIRST: The
Merging Corporation and the Surviving Corporation agree that the Merging
Corporation shall be merged with and into the Surviving
Corporation.
SECOND: The
name and state of incorporation of each entity which is a party to these
Articles of Merger are as follows:
The
Merging Corporation is The KEYW Merger Subsidiary, Inc., a corporation
incorporated under the laws of the State of Maryland.
The
Surviving Corporation, which is the successor corporation in the merger to be
effected pursuant to these Articles of Merger, is The KEYW Corporation, a
corporation incorporated under the laws of the State of Maryland.
THIRD: The
principal office of the Merging Corporation in the State of Maryland is in Xxxx
Arundel County. The Merging Corporation does not own an interest in any real
property, the title to which could be affected by the recording of an instrument
among the land records of any county in the State of Maryland.
The
principal office of the Surviving Corporation in the State of Maryland is in
Xxxx Arundel County. The Surviving Corporation does not own an interest in any
real property, the title to which could be affected by the recording of an
instrument among the land records of any county in the State of
Maryland.
FOURTH: No
amendment is made to the Charter of the Surviving Corporation as part of the
merger.
FIFTH: The
total number of shares of stock of all classes that the Merging Corporation has
authority to issue is 1,000 shares of capital stock, all of which are designated
as Common Stock, $0,001 par value per share, for an aggregate par value of One
Dollar ($1.00) (the “Merging Corporation Common Stock”).
SIXTH:
The total number of shares of stock of all classes that the Surviving
Corporation has authority to issue is 35,000,000 shares of capital stock, all of
which are designated as Common Stock, $0,001 par value per share, for an
aggregate par value of Thirty Five Thousand Dollars ($35,000.00) (the “Surviving
Corporation Common Stock”).
SEVENTH: The
manner and basis of converting or exchanging issued and outstanding stock of the
Merging Corporation and the Surviving Corporation, and the consideration to be
given for all issued and outstanding stock of the Surviving Corporation, is as
follows:
(a) Each
share of the Surviving Corporation Common Stock issued and outstanding
immediately prior to the Effective Time (as defined below) shall be converted
into the right to receive one validly issued, fully paid and nonassessable share
of Hold Co. Common Stock.
(b) Each
issued and outstanding share of the Merging Corporation Common Stock issued and
outstanding immediately prior to the Effective Time, all of which shares are
owned by Hold Co., shall be cancelled and retired and all rights in respect
thereof shall cease to exist without any conversion thereof or payment therefore
and no stock of Hold Co. or other consideration shall be delivered in exchange
therefor.
EIGHTH: The
terms and conditions of the transaction set forth in these Articles of Merger
were advised, authorized, and approved by the Merging Corporation in the manner
and by the vote required by its Charter and the laws of the State of Maryland as
follows:
(a) The
Board of Directors of the Merging Corporation, by unanimous written consent
dated December 29, 2009, adopted resolutions declaring that the terms and
conditions of the proposed transaction described herein were advisable, and
directing that the proposed transaction be submitted to the sole stockholder of
the Merging Corporation for consideration and approval.
(b) The
sole stockholder of the Merging Corporation, by unanimous written consent dated
December 29, 2009, adopted a resolution approving the proposed transaction
described herein as the sole stockholder of the Merging
Corporation.
NINTH: The
terms and conditions of the transaction set forth in these Articles of Merger
were advised, authorized, and approved by the Surviving Corporation in the
manner and by the vote required by its Charter and the laws of the State of
Maryland as follows:
(a) The
Board of Directors of the Surviving Corporation, by unanimous written consent
dated December 29, 2009 adopted resolutions declaring that the terms and
conditions of the proposed transaction described herein were advisable, and
directing that the proposed transaction be submitted to the stockholders of the
Surviving Corporation for consideration and approval.
(b) The
stockholders of the Surviving Corporation, by written consent dated December 29,
2009, duly authorized and adopted resolutions approving the proposed transaction
described herein.
TENTH: These
Articles of Merger may be executed in several counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
ELEVENTH:
The merger shall be effective upon such time as these Articles of Merger
have been accepted for record by the State Department of Assessments and
Taxation of the State of Maryland (the “Effective Time”).
[signature
page follows]
IN WITNESS WHEREOF, on this
29th
day of December 2009, each party hereto has caused these Articles of Merger to
be executed and acknowledged in its name and on its behalf by its President and
attested to by its Secretary; and each President acknowledges that these
Articles of Merger are the act of the party on whose behalf such individual is
executing the Articles of Merger, and each President further acknowledges that,
as to all matters or facts set forth herein that are required to be verified
under oath, such matters and facts are true in all material respects to the best
of his knowledge, information and belief, and that this statement is made under
the penalties for perjury.
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ATTEST:
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THE
KEYW MERGER SUBSIDIARY, INC.
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/s/
Xxxxxxxx X. XxXxxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxx
X. XxXxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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Secretary
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President
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ATTEST:
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THE
KEYW CORPORATION
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/s/
Xxxxxxxx X. XxXxxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxx
X. XxXxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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Secretary
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President
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THE
KEYW CORPORATION
CERTIFICATE
OF CORRECTION
The KEYW
Corporation, a Maryland corporation, hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The title
of the document being corrected hereby is the “Articles of Merger The KEYW
Merger Subsidiary, Inc. (a Maryland corporation) into The KEYW Corporation (a
Maryland corporation)” (the “Articles of Merger”).
SECOND: The
names, as they appeared in the Articles of Merger, of each party to the Articles
of Merger were The KEYW Merger Subsidiary, Inc., and The KEYW
Corporation.
THIRD: The
Articles of Merger to be corrected hereby were filed and accepted for record on
December 29, 2009.
FOURTH: As
previously filed, paragraph (b) of ARTICLE SEVENTH of the Articles of Merger
provided that:
“Each
issued and outstanding share of the Merging Corporation Common Stock issued and
outstanding immediately prior to the Effective Time, all of which shares are
owned by Hold Co., shall be cancelled and retired and all rights in respect
thereof shall cease to exist without any conversion thereof or payment therefore
and no stock of Hold Co. or other consideration shall be delivered in exchange
therefor.”
FIFTH: The
Articles of Merger contain an error in paragraph (b) of ARTICLE SEVENTH. Clause
(b) of ARTICLE SEVENTH should have read as set forth below. Accordingly, this
Certificate of Correction corrects clause (b) of ARTICLE SEVENTH to read in its
entirety as follows:
“Each
issued and outstanding share of the Merging Corporation Common Stock issued and
outstanding immediately prior to the Effective Time, all of which shares are
owned by Hold Co., shall, upon the Effective Time and without further act, be
converted into one validly issued, fully paid and nonassessable share of
Surviving Corporation Common Stock, which shall constitute the only issued and
outstanding shares of the Surviving Corporation.”
IN WITNESS WHEREOF, on this 25
day of March 2010, each party hereto has caused this Certificate of Correction
to be executed and acknowledged in its name and on its behalf by its President
and attested to by its Secretary; and each President acknowledges that this
Certificate of Correction is the act of the party on whose behalf such
individual is executing the Certificate of Correction, and each President
further acknowledges that, as to all matters or facts set forth herein that are
required to be verified under oath, such matters and facts are true in all
material respects to the best of his knowledge, information and belief, and that
this statement is made under the penalties for perjury.
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ATTEST:
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THE
KEYW MERGER SUBSIDIARY, INC.
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/s/
Xxxxxxxx X. XxXxxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxx
X. XxXxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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Secretary
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President
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ATTEST:
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THE
KEYW CORPORATION
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/s/
Xxxxxxxx X. XxXxxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxx
X. XxXxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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Secretary
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President
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