AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER is entered into as of September 15, 1996 by and among LCC, L.L.C., a
Delaware limited liability company (the "Limited Liability Company") and LCC INTERNATIONAL, INC., a Delaware corporation ("LCC International").
WHEREAS, the authorized capital stock of LCC International consists of one hundred million (100,000,000) shares, which includes ten million (10,000,000) shares of preferred
stock, $0.01 par value per share, seventy million (70,000,000) shares of Class A Common Stock, $0.01 par value per share, and twenty million (20,000,000) shares of Class B Common Stock, $0.01 par value per share, of which ten (10) shares of Class A Common
Stock are issued and outstanding;
WHEREAS, the Limited Liability Company owns 100% of the issued and outstanding shares of LCC International;
WHEREAS, as of the date hereof, Telcom Ventures, L.L.C., a Delaware limited li
ability company ("Telcom Ventures"), owns a 99% interest in the Limited Liability Company, LCC, Incorporated, a Kansas corporation ("LCC, Incorporated"), owns a 0.75% interest in the Limited Liability Company, and TC Group, L.L.C., a Delaware limited liab
ility company ("TC Group"), owns a 0.25% interest in the Limited Liability Company;
WHEREAS, the Limited Liability Company has determined it to be advisable (i) to offer equity interests in the Limited Liability Company to the public pursu
ant to a registration statement filed with the Securities and Exchange Commission (an "IPO") and (ii) in connection with the IPO to reorganize itself as a corporation (the "Incorporation Transaction");
WHEREAS, the parties hereto deem it advisable and in their respective best interests that the Incorporation Transaction be effectuated by the merger of the Limited Liability Company with and into LCC International; and
WHEREAS, the Board of Directors and the sole shareholder of LCC International and the Members Committee and the members of the Limited Liability Company have approved and adopted this Agreement of Merger;
WHEREAS, (i) Telcom Ventures has informed the Limited Liability Company that, in
connection with the IPO, it intends to transfer its interest in the Limited Liability Company to RF Investors, a Delaware limited liability company ("RF Investors"), and (ii) LCC, Incorporated has informed the Limited Liability Company that, in connectio
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with the IPO, it intends to change its name to Cherrywood Holdings, Inc. ("Cherrywood"); NOW, THEREFORE, for good and valuable consideration and in consideration of the foregoing and of the mutual covenants and agreements hereinafter set
forth, the parties, each intending to be legally bound hereby, agree as follows:
1. PLAN OF MERGER
1.1. MERGER
Upon the terms and subject to the conditions hereof, and in accordance with the provisions of Section 18-20
9 of the Delaware Limited Liability Company Act and Section 264 of the Delaware General Corporation Law ("DGCL"), the Limited Liability Company shall be merged with and into LCC International (the "Merger") at the Effective Time (as defined below). LCC I
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ternational shall be the surviving entity of the Merger (the "Surviving Entity"), and the separate existence of the Limited Liability Company will cease. The Surviving Entity shall continue its corporate existence under the laws of the State of Delaware,
and its corporate name shall continue to be "LCC International, Inc."
1.2. CERTIFICATE OF MERGER; EFFECTIVE TIME
Shortly before the closing of the sale to the public, in an initial public offering, of Class A Common Stock of
LCC International pursuant to the registration statement filed by LCC International with the Securities and Exchange Commission on June 14, 1996, the parties shall file a Certificate of Merger in the form attached hereto as Exhibit A with the Office of t
he Secretary of State of the State of Delaware in accordance with the provisions of Section 18-209 of the Delaware Limited Liability Company Act and Section 264 of the DGCL, and the Merger shall be effective upon such filing (the "Effective Time").
1.3. CANCELLATION OF THE LIMITED LIABILITY COMPANY
In accordance with Section 18-209(e) of the Delaware Limited Liability Company Act, the Certificate of Merger filed with the Office of the Secretary of State of the State of Delaware
pursuant to Section 1.2 hereof shall be deemed a certificate of cancellation of the Limited Liability Company.
1.4. CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation of LCC International in effect imme
diately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Entity (as amended by the Certificate of Merger and subject to any subsequent amendment), and the Bylaws of LCC International in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Entity (subject to any subsequent amendment).
1.5. DIRECTORS AND OFFICERS
The directors and officers of LCC International holding office immediately prior to the Effective T
ime shall continue from and after the Effective Time to hold office and shall constitute the directors and officers of the Surviving Entity for the terms elected until their successors are elected and qualified or until their earlier resignation or remova
l.
1.6. OUTSTANDING INTERESTS AND SHARES
Each issued and outstanding share of LCC International shall, upo
n the Effective Time, be canceled. The issued and outstanding interests in the Limited Liability Company shall, at the Effective Time, be converted ...