AGREEMENT AND PLAN OF MERGERMerger Agreement • May 25th, 2007 • River Hawk Aviation Inc • Air transportation, scheduled • Nevada
This Agreement and Plan Of Merger (the “Agreement”) dated as of May ___, 2007, by and among River Hawk Aviation, Inc., a corporation formed under the laws of the State of Nevada (“River Hawk”), Profile Aviation Center, Inc., a corporation formed under the laws of the State of North Carolina (“Profile Aviation”), PAC Acquisition Corp., a corporation newly formed under the laws of the State of North Carolina and a wholly owned subsidiary of River Hawk (the “PAC Merger Sub”), Profile Services, Inc., a corporation formed under the laws of the State of Delaware (“Profile Services”), and PS Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of River Hawk (the “PS Merger Sub”). Profile Aviation, the PAC Merger Sub, Profile Services, the PS Merger Sub and River Hawk are individually referred to herein as a “Party” and collectively as the “Parties.”
