Eastern Research Group - (VA) Articles of Merger.pdf

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Attached to
Master Agreement AZ|CTR070398
Contract number
CTR070398
Issued by
Arizona

About this file

This document is an Articles of Merger involving two companies: PG Environmental, LLC, a Virginia limited liability company, and Eastern Research Group, Inc., a Massachusetts corporation. The merger was approved on November 28, 2023, pursuant to Section 13.1-1072 of the Code of Virginia. According to the plan, PG Environmental, LLC will merge into Eastern Research Group, Inc., with Eastern Research Group, Inc. surviving as the sole entity and retaining its original corporate name.

The merger involves the complete cancellation and retirement of PG Environmental, LLC's membership interests without any additional consideration. The transaction was approved by the managing member of PG Environmental, LLC and by the sole stockholder and Board of Directors of Eastern Research Group, Inc. The merger will become officially effective upon the issuance of a Certificate of Merger by the Virginia State Corporation Commission. Both documents are signed by the same individual, David Meyers, serving as CEO for both companies at the time of the merger.

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Text version

ARTICLES OF MERGER

MERGING

PG ENVIRONMENTAL, LLC

with and into

EASTERN RESEARCH GROUP, INC.

The undersigned entities, pursuant to Section 13.1-1072 of the Code of Virginia (the “Code”), hereby execute the following articles of merger and set forth:

ONE

The name and jurisdiction of each entity Party to the merger as defined in Section 13.1-1069.1 of the Code (collectively, the “Merger Parties”) are as follows:

1. PG Environmental, LLC, a Virginia limited liability company

2. Eastern Research Group, Inc., a Massachusetts corporation

TWO

An Agreement and Plan of Merger, dated as of December 1, 2023, has been duly approved and adopted by all of the Merger Parties (the “Plan of Merger”).

THREE

Pursuant to the Plan of Merger, PG Environmental, LLC will be merged with and into Eastern Research Group, Inc. with Eastern Research Group, Inc. surviving (the “Merger”). The name of the surviving entity will be Eastern Research Group, Inc.

Pursuant to the Merger, the membership interests of PG Environmental, LLC (the non-surviving entity) will be cancelled, retired, and shall cease to exist, without consideration.

FOUR

The Plan of Merger was duly adopted by the managing member of PG Environmental, LLC on November 28, 2023. The Plan of Merger was duly adopted and approved by a vote of the sole stockholder and unanimous consent of the Board of Directors of Eastern Research Group, Inc., on November 28, 2023.

FIVE

The Plan of Merger was approved by the relevant domestic limited liability company that is a party to the merger in accordance with the provisions of Section 13.1-1071 of the Virginia Code.

SIX

The Merger will be effective when the Virginia State Corporation Commission issues a Certificate of Merger.

IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger as of November 28, 2023.

PG ENVIRONMENTAL, LLC,

a Virginia limited liability company

By: _________________________ Name David Meyers Title: CEO

EASTERN RESEARCH GROUP, INC.

a Massachusetts corporation

By: _________________________ Name: David Meyers Title: CEO

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