MICHAEL BAKER INTERNATIONAL, INC. (f/n/a RBF) 5 - 2015

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A129 FILED f� Secretary of Stet We of UNOM18 (0q'?-3j(p6 otyk Jul 0t 20t r AGREEMENT ANQ PLAN Or, MERGER OF RBIF CONSULTING (a California corporation); AND THE LPA GROUP, LLC (a South Carolina limited liability company); W1Tk1 AND INTO MICHAEL BAITER INTERNATIONAL, INC. (a Pennsylvania corporation) THIS AGR,BBME3Nf AND PLAN OF WROER (this" Plan of Merger") is made and entered into as of the I" day of July, 2915, by and among Michael Baker nternational, Inc (f/k/a Michael Baker Jr., Inc.), a Pennsylvania corporation (the "Corporation"), F naultin a. California corporation and The I,PA Choup, LLC, a South Carolina limited liability company (collectively the "Merging Entities") RECITALS WHEREAS, the Board of Directors.of the Corporation deems it advisable and in the best interests of the Corporation and its shareholder that the Merging Entities be merged with and Into the Corporation (die "Merger") upon the terms and conditions set forth herein and in accordance with the Pennsylvania Business Corporation Law of 1988 (the "BCi." ), the General Corporation Low of California ("COCV) and the South Carolina Code of Laws (" SC Code"); and WHEPWAS, the solo stockholder Y member of each of the Merging Entities, respectively, and the sole shareholder of the Corporation have reviewed and approved this Plan of Merger. NOW, TYWREPORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties herein, intending to be legally bound, agree as follows: i, Mgrgc, On the terms and. subject to the conditions contained in rids Plan of Merger, the Merging Entities shall be merged with and into the Corporation, and the separate legal existence of each of the Merging Entities shall thereupon ceaso and tiro Corporation shall continue as the surviving entity under the name "Michael Baker international, inc," and shall continue to be governed by the laws of the Commonwealth ofPonmylvania (Iha "Merger"}, 2, Effective Tim . The effective time of the Merger contemplated and provided for herein shall be 11:59 p.m., July 1, 2015 (the "Effective Time"). 3, Alfielts qjIncorp%ation; B laws. From and after the Bffeotive Time, the Articles of Incorporation and the Bylaws of the Corporation, each as amended to date, shall be the Articles of incorporation and Bylaws of the survlving corporation. h. Officers and Directors of the Surviving Corporation, From and after the Effective Time, the officers and directors of the Corporation prior to tho Merger shall be the officers and directors of the surviving corporation,