| (e) | HII Mission Driven Innovative Government Solutions Inc., a Delaware corporation (“HII MDIGS”) and a wholly-owned subsidiary of the Surviving Corporation; |
| (f) | HII Systems Innovations Inc., a Texas corporation and a wholly-owned subsidiary of the Surviving Corporation (“HII SIT” and together with FITS, G2, CCS, HII MDITS and HII MDIGS, the “Merged Entities”); and |
| (g) | HII Defense and Federal Solutions, Inc., a Delaware corporation (the “Surviving Corporation”). |
SECOND. An Agreement and Plan of Merger (the “Plan of Merger”), effective as of the Effective Date (defined below), among the Surviving Corporation and the Merged Entities merging (the “Merger”) the Merged Entities with and into the Surviving Corporation, with the Surviving Corporation remaining as the surviving corporation, has been approved and adopted by (a) the board of directors and the sole stockholder of the Surviving Corporation in accordance with Sections 141(f) and 228, respectively, of the Delaware General Corporation Law (the “DGCL”) and 18-209 of the Delaware Limited Liability Company Act (“DLLCA”), (b) the Surviving Corporation, in its capacity as the sole member of FITS, in accordance with Section 13.1-1071 of the Virginia Limited Liability Company Act (the “VLLCA”), (c) the board of directors and the Surviving Corporation, in its capacity as the sole stockholder of G2, in accordance with Section 3-105(b) and Section 3-105(e), respectively, of the Maryland Code (the “MDC”), (d) the Surviving Corporation, in its capacity as the sole member of CCS, in accordance with Section 18-209 of the DLLCA, (e) the Surviving Corporation, in its capacity as the sole member of HII MDITS, in accordance with Section 10A-5A-4.07(c) of the Alabama Business and Nonprofit Entities Code (“ALBNEC”), (f) the board of directors and the Surviving Corporation, in its capacity as sole stockholder of HII MDIGS, in accordance with Sections 141(f) and 228, respectively, of the DGCL and 18-209 of the DLLCA, and (g) the board of directors and the Surviving Corporation, in its capacity as the sole shareholder of HII SIT, in accordance with Section 21.452(b) and 21.452(c) of the Texas Business Organizations Code (“TXBOC”).
THIRD. The name of the Surviving Corporation shall remain HII Defense and Federal Solutions, Inc.
FOURTH. The Certificate of Incorporation of the Surviving Corporation as in effect immediately prior to the Effective Date (defined below) shall remain the certificate of incorporation of the Surviving Corporation.
FIFTH. The executed Plan of Merger is on file at the office of the Surviving Corporation at 4101 Washington Ave. 909-7, Enclave 7B, Newport News, VA 23607.
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