Motion,Ex Parte: ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS

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                                . BRAYTON@PURCELL LLP

ATTORNEYS AT LAW

222 RUS] LANDING ROAD

PO BOX 6169
NOVATO, CALIFORNIA 94948-6169

(415) 898-1555

CoD mR DH FF WN

|, C.C. MOORE & CO. ENGINEERS;

DAVID R. DONADIO, ESQ., S.B. #154436
NANCY T. WILLIAMS, ESQ., 8.B. #201095

BRAYTON“®PURCELL LLP ELECTRONICALLY
Attorneys at Law

222 Rush Landing Road 5 F ILE D

P.O. Box 6169 superior Court of California,

. . County of San Francisco

Novato, California 94948-6169

(415) 898-1555 AUG 24 2011

Tentative Ruling Contest Email: contestasbestosTR@braytonlaw.com Clerk of the Court
"BY: VANESSA WU

Attorneys for Plaintiffs Deputy Clerk

SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN FRANCISCO

ROBERT ROSS and JEAN ROSS,
Plaintiffs,

ASBESTOS
No. CGC-10-275731

DECLARATION OF MONICA LEPE IN
SUPPORT OF EX PARTE APPLICATION
FOR ORDER DIRECTING SERVICE OF
SUMMONS ON DEFENDANT SUGDEN
ENGINEERING CO., BY DELIVERY OF
PROCESS TO SECRETARY OF STATE

[C.C.P. § 416.20(b); Corp. Code § 2011(b);
Former Corp. Code § 3305]

vs

ee

Defendants as Reflected on Exhibit 1
attached to the Summary Complaint
herein; and DOES 1-8500.

Date: August 25, 2011

Time: 11:00 a.m.

Room: 220, Hon. Harold E. Kahn
Trial Date: N/A

Filing Date: December 17, 2010

lL Monica-Lepe, declare and state as follows:

1. Tam over the age of 18, am not a party to the within action, and am employed with the
law firm of Brayton* Purcell LLP. I make this declaration in support of Plaintiffs’ application
for Order allowing service of SUGDEN ENGINEERING CO., to be made by delivery of process
to the California Secretary of State. .

2. [checked Google.com for any possible hits for Defendant by typing in the name
Sugden Engineering Co and received 349,000 possible hits for websites containing those three
words. When I performed the same search on Bing.com and Yahoo.com, it resulted in 63,400

hits and 55,300 hits, respectively.

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FECESDo mY DAH PB WR He

RON RN RN RN meme mate
2 A A KR YW NS = SG oO we IR Ah BW we &

3, [refined the search at Google.com, Bing.com and Yahoo.com by using the function to
require all words to be in the exact order; this is done by placing quotation marks on either side
of the phrase. There were 37 webpage results for the specific “Sugden Engineering Co” search
Google.com, five results on Bing.com, and six results on Yahoo.com. A review of these results
did not provide names of officers or agents for service that were not included in the documents
described below.

4, [ran a business search for Sugden Engineering on the California Secretary of State’s
website. It returned one result, Sugden Engineering Co. Per the business entity detail, this
corporation filed on September 24, 1959 and was suspended. Its address is listed as 6832 Foster
Bridge Blvd in Bell Gardens, CA. The agent for service listed is Susan Proctor at the same
address.

5. Tran the same search of the California Secretary of State’s records in Lexis.com. It
provided the further information that the corporation was suspended by the Secretary of State on
November 9, 2004.

6. A fellow Brayton Purcell LLP staff member ordered and received all the corporation
documents on file with the California Secretary of State for Sugden Engineering Co.

7. The Documents received from the California Secretary of State are as follows:

° Articles of Incorporation of Sugden Engineering Co. (dated September 4, 1959)

° Agreement of Merger of Rio Hondo Machinery Sales, Inc. with and into Sugden
Engineering Co. under the name Sugden Engineering Co. (dated June 3, 1983)

° Certificate of Approval of Agreement of Merger (dated June 3, 1983)

. Certificate of Amendment of Articles of Incorporation (dated February 9, 1989)

e Statement by Domestic Stock Corporation (2001, exact date illegible)
8. I carefully reviewed these documents and identified therein five persons whose names

appear in them. These persons were identified as either former directors or officers who might be

eligible to accept service of process on behalf of the corporation.
ifom WD A BR WN

10

9. The following are the details of my attempts to locate and contact these five persons:
Name: Bazil H. Sugden
Association with Defendant: Named as an Incorporator and Director on the Articles of
Incorporation
Identifying information: resident of Los Angeles County, CA
Conclusion based on my search: Deceased
Search Results: Mr Sugden was no longer a director of the company by the time Sugden.
Engineering was suspended. He was not named on the last annual Statement filed in 1999 nor in
any of the documents filed after the Articles of Incorporation. Therefore he would not be a valid
agent for service.
Regardless, 1 ran a Comprehensive Person Report search in Lexis.com and located one person in
California by the name Bazil H. Sugden. He was born in April 1916 and passed away on July 8,
1992 per Social Security death records. The report identified another officer, Edith Sugden, as a
member of his household. It also listed his employer as Rio Hondo Machinery Sales, Inc, a
corporation that merged into Sugden Engineering Co. :
Name: Edward Dougherty
Association with Defendant: Named as an Incorporator and Director on the Articles of
Incorporation
Identifying information: resident of Los Angeles County, CA
Conclusion based on my search: Unable to locate. Not a valid agent for service.
Search Results: Mr Dougherty was no longer a director of the company by the time Sugden
Engineering was dissolved. He was not named on the annual Statement filed in 1999 nor in any
of the documents filed after the Articles of Incorporation. Therefore he would not be a valid
agent for service.
Regardless, [ran a Comprehensive Person Report search in Lexis.com for Edward Dougherty in
the Los Angeles area. The results included 22 individuals by the name Edward Dougherty who
would have been at least 18 years of age in 1959, old enough to sign the Articles of

Incorporation. 13 of those individuals are deceased according to Social Security death records. I2 6 NY A HW BB WwW NH

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|| Process on final Statement by Domestic Stock Corporation

wasn’t able to tie any of the remaining nine individuals to Sudgen Engineering Co by
employment records or association with any of the officers or addresses associated with Sugden
Engineering.

Name: Edith M. Sugden

Association with Defendant: Named as Incorporator, Director or Secretary on all corporate

documents except for the last Statement by Domestic Stock Corporation

Identifying information: resident of Los Angeles County, CA

Conclusion based on my search: Deceased

Search Results: Edith Sugden was no longer a director or officer of the company by the time
Sugden Engineering was dissolved. She was not named on the last complete annual Statement
filed in 1999. Therefore she would not be a valid agent for service. :

Regardless, I ran a Comprehensive Person Report search in Lexis.com and located one individual]
in California by the name Edith Sugden. Though her middle initial is given as H, the report listed
Bazil Sugden as a member of her household. She was born in November 1913 and passed away
on May 26, 2004 according to Social Security death records.

Name: Susan Proctor

Association with Defendant: Named as Secretary, Treasurer, Director and Agent for Service of

Identifying information: 6832 Foster Bridge Blvd, Bell Gardens, CA
Conclusion based on my search: Deceased

Search Results: I ran a Comprehensive Person Report search in Lexis.com and located a Susan

| Marie Proctor of Hacienda Heights, CA. The report listed 6832 Foster Bridge Blvd as a former
address of hers. It also listed Robert L Proctor as a household member and potential relative.

Sugden Engineering Co was listed as her employer. She was born in January 1941 and passed
away on May 9, 2004 according to Social Security Death Records.

|| Name; Robert L. Proctor
| Association with Defendant: Named as President or Director on all documents except for the

f 1959 Articles of Incorporation.

KAinjurechi934%pidDEC ML BX PARTE SRY CASOS Suenos

4
| SERGE OP SOMMIGN SON DEPENDANT SUGDEN ENGINEERING CO, BY BURVRVOP Roce

‘O SECRETARY OF STATEIdentifying information: 6832 Foster Bridge Blvd, Bell Gardens, CA

Conclusion based on my search: Alive and most likely residing in San Bernardino County, CA.

7|| household member and potential relative. It also listed Sugden Engineering Co as his employer.

8 | Robert L Proctor was born in August 1938 and is currently 72 years old. According to Lexis, his

9 | current address is 4929 Clover Place in Rancho Cucamonga, CA.

We’ve served Mr Proctor at that address in the past. The last successful service was on August 3,

2610. Subsequent attempts were unsuccessful. During a service attempt on January 14, 2011, the

12 process server was notified by the security guard that Robert Proctor no longer resided at the
address.

We then attempted to serve Mr Proctor at what appeared to. be a recent address in Lake Havasu

City, AZ. The occupant turned out to be the Mr Proctor’s son in law, identified only as Tim. He

advised that Mr Proctor resided in California and was almost never at the Lake Havasu City

address.

10. We have unsuccessfully attempted service at these addresses 11 times and have been
unable to find any other valid addresses to attempt service on Robert L Proctor.

11. Exercising due diligence, this office has investigated and has found evidence that
|| makes me conclude that all Agents for Service of Process, Trustees, Officers and Directors of
Defendant are deceased or otherwise unlocatable or unidentifiable, and I have not been
successful in locating any other person who has charge of the corporate assets on which service
|| of process can be effected.
Af1 12. Lrespectfully request that the Court grant Plaintiffs’ request for service upon the
2|| California Secretary of State.

3 Ideclare under penalty of perjury under the laws of the State of California that the

4]| foregoing is true and correct.

Executed at Novato, California.

lonica Lepe S ]

Oo eo YN DH

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28EXHIBIT A01/03/05 SSCPAGE STATUS INQUIRY PAGE 1

NAME SUGDEN ENGINEERING CO.

CORP NO ©6383399 INC. DATE 09/24/1959 STATUS SOS SUSP 21/09/2004
DOMESTIC STock CLASS
NO OF PAGES 00 ST/CTRY

STMNT/OFFICERS LAST COMPLETE C DATE 10/01/01 NO 0281035

COMPL/NC N DATE 09/23/99 NO 0436385
AMENDMENT A DATE 07/19/00 NO 0196167

PRINCIPAL EXECUTIVE ADDR 6832 FOSTER BRIDGE BLVD

CITY/ST/CNTRY BELL GARDENS CALIFORNIA
ZIP 930201

CALIFORNIA ADDRESS 6832 FOSTER BRIDGE BLVD
CITY BELL GARDENS CA 90201

MAILING ADDRESS
6832 FOSTER BRIDGE BLVD

CITY/ST/CNTRY BELL GARDENS CALIFORNIA
ZIP 90201
cEO NAME ROBERT PROCTOR
ADDRESS 6832 FOSTER BRIDGE BLVD
CITY/ST/CNTRY BELL GARDENS CALIFORNIA
ZIP 90201

AGENT NAME SUSAN PROCTOR
ADDRESS 6832 FOSTER BRIDGE BLVD

CITY BELL GARDENS CA 90201

TYPE OF BUSINESS SHEET METAL MFRS
ENTReCONTINUE PF2=HISTORY PF3=BACK TO WORKSCREEN PF1O=MAIN MENUSECRETARY OF STATE

KEVIN SHELLEY

Stave or CALIFORNIA

RE: CORPORATION STATUS INQUIRY

Enclosed is a computer printout of corporate information in response to your recent request.

Information contained in the computer files is shown on the printout, and an explanation of the printout is‘on the
reverse side of this page. .

If the computer scrolls do not show the name for which you requested information, a printout of the scroll will be
provided. An arrow near the center of the alpha scroll will identify where the name would be located if it were of
record. "No record" may be noted by the name as entered on the top of the scroll page. If you require information
‘on any of the other names on the scroll, you may request a printout for that name. The fee is $4.00 for each name
requested.

A copy of a filed Statement of information may be obtained for a fee of $1.00 for the first page of the statement and
$0.50 for each additional page. IH you would like the copy certified, an additional $5.00 certification fee must
accompany the request.

Questions regarding the requirements to obtain relief from a Secretary of State suspension/forfeiture should be
directed to the Secretary of State, Statement of Information Unit, PQ Box 944230, Sacramento CA 94244-2300,
(916) 657-5448,

Questions regarding the requirements to obtain relief from a Franchise Tax Board suspenstonforfeiture should be
directed to the Franchise Tax Board, Attention: Corporation Revivor Unit, PO Box 942857, Sacramento, CA 94257-
2021, (800) 852-5714.

Information regarding related businesses of individual corporate entities is not required to be filed with this office,
and subsidiaries of corporations are not identified as such in the records. Copies of bylaws and names of
shareholders or owners of corporations are not required to be filed in this office, and names of persons associated
with corporations are not cross referenced by the name of the individual.

Telephone numbers of corporations, social security numbers for employees of corporations, Federal identification
numbers, employer identification numbers and business licenses are not of record in this office. information
conceming bankruptcies of corporations, or other businesses or individuals, is generally not available from this
office. Publicly Traded Companies are required to disclose a bankruptcy on the Statement of Information.

This office does not have statutory, regulatory or investigative authority over corporate and noncorporate entities,
nor is there information available in this office regarding a corporation's business practices.

Information regarding stock issuance, or the application for a permit to issue stock, is not filed in this office. You
may direct requests regarding these matters to the Department of Corporations, (213) 576-7500,
hitp:/Awww.corp.ca.gov/, for such information as may be available from that agency.

General partnerships (that have not registered with the Secretary of State), sole proprietorships and fictitious
business names are registered with county clerk/recorder offices. A listing of the Websites of the various Califomia
Counties is available from the California State Association of Counties Website at http://www.csac.counties.org.

CERTIFICATION AND RECORDS 1500 TITH STREVT, JRL HL. * SACRAMENTO, CA 99814 © 0 DOX 944260 + SACRAMENTO, CA 94244-2600 * 116 657 5448  WWWSSCAGEN

PROGRAMS ARCHIVES, BUSINESS PAURGKAMS, PLECTIOINS, [NTORMATION TECHNOLOGY, CALIFORNIA STAI HISTORY MUYLUM,
MANAGEMENT SEXCICES, SAFE. AT HOME, DOMESTIC PARTNERS REGISTKY, NOTARY PUBLIC, TOLITIGAL REFORM

SSTANUS INO {REV. 0572008)Reatriction of rianty

FILED |

wae ARPICLES OF INCORPORATION

Sect 1
mateo et Seer carte oF Gh2399
SEP 24 1959 SUGDEN ENGINEERING CO,
ot wate

suend articius

ta

2

You

We, the undersigned, have this day voluntarily
associated ourselves together for the purposes of form
ing a corporation under and by virtue of ine venereal
Corporation Law of the State of California, and all
acts amendatory thereof or additional thereto, and we
hereby certify:

ARTICLE I
That the name of this corporation is
SUGDEN ENGINKERING CO,
ARTICLE IT

That the following is a summary of the pur~

poses and objects :or which this corporation is organized:

(a) fhe primary business in whieh this
corporation intends to engage initially is that of
manufacturing, purchasing, selling, distributing, jobbing
and installing beating, cooling, ventilating, air con-
ditioning appiiances and sheet metal equipment, supplies,
fixtures, appliances, specialties and controls.

(b) Directly, or through owtérsbip of
stock in any corporation, to pu¥cbase or otherwise ac-
quire, oold, manufacture, sell, exchange, mortgage, ,

piedge, hypothecate, deal in, and dispose of commodities,

oebuilding materiaic, aud other personal and real property
of every kind, and any interest therein, o
(c) To purchase or otherwise acquire,
hold, sel), exchange, pledge, hypothecate, underwrite,
deal in and dispose of stocks, bonds, notes, debentures,
or other evidences of indebtedness and obligations and
securities of any corporation, company, association,
partnership, syndicate, entity, or person, domeatic
or foreign, or of any domestic or foreign state, govern=
ment, or governmental authority or of any political or
administrative subdivision or department thereof, and
certificates or receipts of any kind representing or
evidencing any interest in any such stocks, bonds,
notes, debentures, evidence or indebtedness, obliga-
tions, or securities; to issue its own shares of stock,
bonds, notes, debentures, or other evidences of indebted~,

ness and obligations and securities for the acquisition

ef any such stocks, bonds, notes, debenture, evidences

of indebtedness, obligations, securities, certificate,

or receipts purchased or acquired by it; and, while
the owner or holder of any such stocks, bonds, notes,

debentures, evidences of indebtedness, obligations,

securities, cartificates, or receipts, to exercise all
the rixhta of ownership in respect thereof; and, to the wk

extent now or hereafter permitted by law, ta aid byloan, subsidy, guaranty, or otherwise, those issuing,
creating, or responsible for any auch stocks, bonds,
debentures, evidences of indebtednese, obligations,
securities, certificates, or receipts,

{d) To purchase or ovherwise acquire,
hold, exchange, pledge, hypothecate, deal in, seil and
dispose of mortgages covering any kind of property,
tax liens, and transfers of tax liens on real estate,

(e) To borrow or raise moneys for any
of the purposes of the corporation and, from time to
tizwe, without limit as to amount, to draw, make, accept,
endorse, execute, issue, and grant promissory notes,
drafts, bills of exchange, warrants, options, bonds,
debentures, and other necotiable or non-negotiable
instruments, evidences of indebtedness and agreements;
to secure the payment thereof and of the interest there~
on and the performance thereof by mortgage upon, oF
pledge, conveyance, or assignment in trust of, the whole
or any part of the assets of the corporation, whether
at the tisa owned or thereafter acquired; to sell,
pledge, or otherwise dispose of such securities or
otber obligations of the corporation tor its corporate
purposes,

(2) T: make any guaranty respecting

dividends, stocks, securities, indebtedness, interest,

contracts, or other obligstiona 80 fax as the same maybe permitted to be done by corporations organized under
the Corporation Laws of the State of California.

(g) To. enter into any lawful arrangements
for sharing profits, union of interest, reciprocal
concessions, or cooperations, with any corporation,
association, partnership, syndicate, entity, persons,
or governmental, municipi:l, or public authority, domestic
or foreign, in the carrying on of any business which
the corporation is authorized to carry on or any business
or transaction deemed necessary, convenient or incidental
to carrying out of any of the purposes of the corporation,

{b) fo enter into and make all necessary
contracts for its business with any person, entity,
partnership, association, corporation, domestic, or
foreign, or of any domestic, or foreign state, govern-
ment, or governmental authority, or of any political,
or administrative subdivision, or department thereot,

ang to perform and carry out, assign, cancel, or rescind

any such contracts,

{i) fo exercise all or any of the cor-
porate powers and to carry out all or any of the pur-
poses, enumerated herein or otherwise granted or per—
mitted by. law, while acting as agent, sominse, or
attorney in fact tor any persons or corporations, and
to perform any service under contract or otherwise for

any corporation, joint stock company, association,°

partnership, firm, syndicate, individual, or otier
entity, and ia such capacity or under such arrangement,
tc develop, tmprove, Stabilize, strengthen, or extend
the property and commercial interest thereof, and to
aid, aseist, or participate in any lawful enterprises
in connection therewith or incidental to such agency,
revresentation, or service, and to render any otver
services or assistance inssfar as it lawfully may.

: {j) To exercise aii oy any of its cor-
vorate powers anc rights in the state of Cairiornia,
other states, the Jistrict of Columbia, the territories,
possessions, or depenriencies of the United States, and
in foreign countries, but oniy in the manner and to
the extent vermitted by the respective Laws thereof,
and to establish and maintain offices ana agencies,
within, and anywhere outside of, the State of California.

(k) To do anything necessary, proper,
advisable, or convenient for the accomplishment of any
of the purposes, or the attainment of any of the oh-
jects, or the furtherance of any of the powers heroin
set forth, either alone or associated with others, and
‘incidental or pertaining to, or growing out of, or
connected with, its business or powers, provided the
Sage be not inconsistent with the laws of the State
of California.

fhe purposes and powera specified in theclauses contsined in this article are to be construed
both as purposes and -owersa and shall, except when
otherwise expressed in this article, be in no wise
iimited or restricted by reference to or inference
from the terms of any other clause of this, or of any
other, articles of this certificate, but each of the
purposes and powers specified in this article shall
be regarded as independent purposes and powers; and
the specifications herein contained of particular
powers is not intended to be, and shall not be held
ti be, in limitation of the general powers herein con-
tained or in limitation of tie powers granted to co~
porations under the lawe of the State of California,
but is intended to be, and shall be beld to ba, in
furtnerance thereot.
ARTICLE Fit
Fhat the principal office for the transaction
of the business of this corporation is to be located
in the County of Los Angeles, State of California,
ARTICLE IV
fhat the capital stock of said corporation
shall consist of twenty-five hundred (2500) sharee
of common stock, all ot the same to be of no par value
and none of the sane to have preference of any character.
ABTFICLE V

That tnere shall be three incorporators;that the names and addressea of the persons called the

incerporators are as follows:

BAZIL 8. SUGDEN Los Angeles County, California

EDWARD DOUGHERTY ios Angeles County, California

EDITH }. SUGDEN Loe Angeles County, California
ARTICLE VI

That there shall be three emégémat directors;
that the names and addresses of the persons who are

appointed to act as such first directors are as follows:

BAZIL KH. SUGDEN Los Angeles County, Californias
EDWARD DOVGHERTY Los Angeles County, California
EIT M. SUGDEN Los Angeles County, California

and their successors each yeer shall be elected, appointed
or designated in such manner as may be provided for in

the By-Laws.STATE OF CALIFOUNIA
COUNTY OF LOS ANUELES ) *s.

On September 4, 1959, before me, HARRY C.
FLYNN, JR., @ Notary Public in and for said county
aod state, personally appeared, BAZIL H. SUGDEN,
EDWAKD DOUGHERTY and EDITH M. SUGDEN, known to me
to be the persons whose names are subscribed to
the toregoing Articles of Ingorporation, and ac~

knowledged to me that26
ACGHE6S1 FILED

Jn the office of the Secceraty of Stow
‘of the Store of Cailitarnia

JUN 3.0 198

28 >ai 7 AGREEMENT OF MERGER née wD Tea. of Sats

of Bepuy
RiO HONDO MACHINERY SALES, INC,
with and into
{SUGDEN ENGINEERING CO. |
under the name of

“SUGDEN ENGINEERING COQ."

RIO HONDO MACHINERY SALES, INC., hereinafter sometimes

called "Rio Hondo," and "SUGDEN ENGINEERING CO.," hereinafter

sometimes called "Sugden," agree as follows:

1. PLAN OF MERGER
1.1. Plan Adopted. A plan of reorganization of

Rio Hondo and Sugden, pursuant to the provisions of Chapters 11
and 12 of the General Corporation Law of California, and Section
368 (a) (1) (A) of the Internal Revenue Code, is adopted as follows:

1.1.1. Rio Hondo shall be merged with and into
Sugden, to exist and be governed by the laws of the State of
California.

1.1.2. The name of the surviving corporation
shall be; "Sugden Engineering Co.”

1.1.3. The separate existence of the constituent
corporations shall cease and the surviving corporation shali

sucseed, without other transfer, te’all the rights and propertyof each of the constituent corporations, and shali be subject to
all tne debts and liabilities of each, in the same manner as if

the surviving corporation hai itself incurred them, All rights

of creditors and all Liens upon the property of each constituent

corporation shall be preserved unimoaired, limited in Lica to the

property affected by such liens immediateiy prior to the merger.
1.1.4. The surviving corporation will carry on

business with the assets of Rio Hondo, as well as with the assets

of Sugden,

4.1.5. The outstanding shares of Rio Hondo shail
be cancelled and no shares of Sugden shall be issued in exchange
therefor,

1.1.6. The outstanding shares of Sugden shall

remain outstanding and are not effected by the merger.

1.2. Effective bate. The effective date of the
merger shall be the date on which this Agreement of Merger with
required officers' certificates attached is filed with the
California Secretary Of State.

ae RECITALS OF CONSTITUENT CORPORATIONS

2.1. Disappearing Corporation. Rio Hondo is a

corporation duly organized, validly existing, and in good

stanaing under the laws of the State of California, and is not

enn comer esc ete

ravenous

pet etsfequired to be qualified as a foreign corporation to transact.

business in any other jurisdiction.

2.2. Survivor. Sugden is a corporation duly
organized, validly existing, aud in good standing under the laws
of the State of Califoraia, and is not required to be qualified
as a foreign corporation to transact business in any other

jurisdiction,
3. TERMS AND CONDITIONS AND MODE OF CARRYING INTO EPPECT

3.1. Capital Structure. The surviving corporation

shall have one class of shares, namely, common stock.

3.2. Interim Conduct of Business; Limitations.

3.2.1, Except as limited by subsecton 3.2.2,
pending consummatio: of the merger, each o£ the constituent
corporations will carry on its business in substantially the same
Manner as heretofore and will use its best efforts to maintain
its business organization intact, to retain its present
employees, and to maintain its relationships with suppliers and
others having business relationships with it.

3.2.2. Except with the prior consent in writing
o£ Sugden, pending consummation of the merger, Rio Hondo shall
nok:

3,2,2.1. Declare or pay any dividend or makeany other distribution on its shares.
3.2.2.2. Create or issue any indebtedness
for borrowed money.
3.2.2.3, Enter inte any transaction other
than those involved in carrying on its

business in the usual manner.

3.3. Submission to Shareholders and Filing.

3.3.1. This agreement shall be submitted
separately to the sharehoiders of the constituent corporations in
the manner provided by the laws of the State of California for
approval.

3.3.2. Upon approval of this agreement by the
shareholders of the respective constituent corporations, provided
(a) all required governmental approvals, permissions, and
authorizations shall have been obtained; {b) no governmental
action affecting the merger shall have been taken or shall be
threatened; and (c) all conditions precedent to such filing shail
have been satisfied, Sugden shall promptly file this agreement in

the office of the Secretary of State of California.

3.4. Purther Assignments or Assurances. If at any

time the surviving corporation shall consider or be advised that
any further assignments or assurances in law are necessary to
vest or to perfect or to confirm of record in the surviving

corporation the title to any pi »perty or rights of Rio Hondo, orotherwise carry out the provisions hereof, the proper officers
and directors of Rio Hondo, as of the effective date of the
metger, shall execute and deliver all proper deeds, assignments,
confirmations, and assurances in law, and do all acts proper to
vest, perfect, and confirm title to such property or rights in

the surviving corporation, and otherwise carry out the provisions

hereof.

4, DERECTORS AND OFFICERS

4,1. Directors and Officers of Survivor. The

present Board of Directors of Sugden ghali continue to serve as
the Board of Directors of the surviving corporation until the
next annual meeting or until such time as their successocs have
been elected and qualified.

4,141.2. If a vacancy shall exist on the Board of
Directors of the surviving corporation on the effective date of
the merger, such vacancy may be filled by the Board of Directors
as provided in the bylaws of the surviving corporation.

4.1.3. All persons who at the effective date of
the merger shall be executive or administrative officers of
Sugden, shail remain as officers of the surviving corporation
until the Board of Directors of the surviving corporation shall

otherwise determine. The Board of Directors of the surviving

=5-

cian QR mn ee re eter treet acorporation may elect or appoint such additional officers as it

may determine.

S. ARTICLES OF INCORPORATION

5.1, Articles, The articles of incorporation of
Sugden, as existing on the effective date of the merger, shall
continue in full force as the articles of incorporation of the
surviving corporation until altered, amendcu, or repealed as

provided therein or as provided by law.

6. BYLAWS
6.1. Bylaws of Survivor. The bylaws of Sugden, as
existing on the effective date of the merger, shall continue in
full force as the bylaws of the surviving corporation until

altered, amended, or repealed as previded therein or as provided

by law.

7. MISCELLANEOUS
7.1. Termination. This aqreement may be terminated
and the merger herein provided for may be abandoned at any time
prior tc the effective date of the merger, whether before or
after shareholder approval by mutual consent of the Boards of

Directors of the constituent corporations.. 7.2. Controlling Law. The validity, interpretation,
and performance of this agreement shall be controlled by and

construed under the laws of the State of California,

Executed on __ G- a2, 1983, at DQ NEY, C4 es _

RIO HONDO MACHINERY SALES, INC. SUGDEN ENGINEERING CO.

By 4 cts Yo!
President
c oof : delet
By Geo CAL beg cles By Le Dfe