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

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5, gonvotsjQn of Capital Stock, At the Effective Time, the shares of the Merging Entities' common stock issued and outstanding immediatoly prior to the Effective'1'imo shall, without any action on thopart of the holders thereof or tho Merging Entities, be canceled. i o ponddeMin and retired, end the certificates evidencing ownership thereof shall provide the 'holder with no rights or privileges. 6. 6c1 gf jVlargor. Prior to the Effective Time, the parties hereto shall file or cause to be filed (a) articles of merger with the Soorotary of State of the Commonwealth of Pennsylvania in accordance with the liCL, (b) a cortificato of merger with the Secretary of State of the State of California in accordance with fho provisions of tho COCL; and (o) articles of merger with the Secretary of State ofthe State of South Carolina in accordance with the SC Code. 7. R3ghts'and LiabilitiesofS v'v' 't . PromatdallerthcEffectivoTimu, subject to the terns of this Plan of Merger, all rights, privileges and powers of Merging Entities and all property, real, personal and mixed, and all debts due to Merging Entities as well as all other things and causes of action belonging to Merging Entities shall be vested in the Corporation, as the surviving entity, and shall thereafter be the property of the Corporation as if it wero the party thereto, and the title to any real property vested by deed or otherwise .in Merging Entities shall not revert or be in any way impaired by. mason of the Merger, but shall be vested in the Corporation as the surviving entity; subject to the teens of this Plan of Merger, all rights of creditors and all lions upon any property of any of the parties hereto shall be preserved unimpaired, limited In liento the property affected by such lien at the Effective Time; subject to the terms of this Plan of Merger, all debts, liabilities and duties of dre rospeelive parties hereto shall hencoforth attach to the Corporation, as the surviving entity, and may be enforced against It to the same extent as If such debts, liabilities and duties had been Incurred or contracted by it, g. Eurt o . The Corporation and the Merging Entities are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute and do]Ivor, file and record any and all Instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Plan of Merger provided for herein. y, Te n. Notwithstanding the full approval and adoption of this Plan of Motor, this Plan of Merger may be terminated with the consent of all parties hereto ut any time prior to the filings referenced in Sofion 6 hereof. 10. Govamina Law, This Agrecment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without regard to any conflicts of laws principals which would cause the substantive law of another jurisdiction to apply, 11. Count,,,ernarts. This Plan of Merger may be, executed and doiivored in multiple counterparts, and by the parties hereto in separate counterparts, each of whieh when executed and.delivered shall be doomed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of counterparts via facsimile transmission or via oraail . with scan attachment shall be effeotive as if originals thereof were delivered,