AGREEMENT OF MERGER
OF
SPACE APPLICATIONS CORPORATION
AND
SM&A CORPORATION (EAST)
This Agreement of Merger is dated ________, 1998, by and among SPACE
APPLICATIONS CORPORATION, a California corporation ("SAC") and SM&A CORPORATION
(EAST), a California corporation ("SMAE").
R E C I T A L S
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WHEREAS, SAC is a California corporation and has 100 shares of its
common stock outstanding as of the date hereof, all of which are owned by SM&A
Corporation, a California corporation ("SM&A");
WHEREAS, SMAE is a California corporation and has 100 shares of its
common stock outstanding as of the date hereof, all of which are owned by SM&A;
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. SAC shall be merged with and into SMAE, and SMAE shall be the
surviving corporation.
2. Upon such merger, all outstanding shares of common stock of SAC
shall be cancelled and no shares of SMAE shall be issued in exchange therefor.
3. Upon such merger, the separate existence of SAC shall cease and SMAE
shall succeed, without other transfer, to all the rights and property of SAC and
shall be subject to all the debts and liabilities thereof in the same manner as
if SMAE had itself incurred them. All rights of creditors and all liens upon the
property of each corporation shall be preserved unimpaired, provided that such
liens upon property of SAC shall be limited to the property affected thereby
immediately prior to the time the merger is effective.
4. After the merger becomes effective, SAC, through the persons who
were its officers immediately prior to the merger, shall execute or cause to be
executed such further assignments, assurances or other documents as may be
necessary or desirable to confirm title to properties, assets and rights in
SMAE.
5. The effective date of the merger is the date upon which a copy of
this Agreement of Merger is filed with the Secretary of State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement of Merger
on the date first set forth above.
SPACE APPLICATIONS CORPORATION,
a California corporation
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx, President
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx, Secretary
SM&A CORPORATION (EAST),
a California corporation
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx, President
By: /s/ Xxxxxx Xxxx
----------------------------------------
Xxxxxx Xxxx, Secretary
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