NCG160143_Name-Owner Change Supporting Info_4/12/2019

HARRY JERNIGAN
ATTO NEY AT LAw m CERTIFIED PUBLIC AcC OUNTANT
Harry W. Jernigan, 7II, CPA, Esq.
Irolyn L. Camardo, Esq.
,dd D. Rothlisberger, Esq.
Brooke Stepheiison Buden, Esq.
Anna D. Dmikum, Esq.
Jared A. Maigum, Esq,
December 23, 2015
VLA NEXT DAY AIR
North Carolina Secretary of State
2 South Salisbury Street
Raleigh, North Carolina 27601
Re: R.P.C. Contracting, hic.
SOS ID No.: 0352738
Dear NC Secretary of State Representative:
Harry Jenugan CPA Attorney, P.C.
5101 Cleveland Street, Suite 200
Virginia Beach, Virginia 23462
[phone] Office
[phone] Fax
[phone] Toll Free
www.lijlaw.com
Enclosed for filing please find the Articles of Merger for the above referenced
corporation. Also enclosed please find a check in the ainount of $250.00 constituting payment
for the filing fee of $50.00 and the expediting fee of $200.00.
Should you have any questions, please do not hesitate to contact this office.
ADD/ee>nt
Enclosure(s)
Sincerely yours,
HARRY 7ERNIGAN CPA AZTTOY, P.C.
Anna D. Dunlcum, Esquire
VIRGINIA BEACH, VA ■ NEWPORT NEWS, VA o RICHMOND, VA

NORTH CAROLINA
Department of the Secretry of State
To all whom these presents shall come, Greetings:
I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify
the following and hereto attached to be a true copy of
ARTICLES OF MERGER
/1 10
CARD LIMA ASPHALT, L.L.C.
INTO
R.P.C. COI TRACTING9 INC.
the original of which was filed in this office on the 28th day of December, 2015.
Scan to verify online.
Document Id: C201536200039
Verify this certificate online at htip://www.sos.no.gov/verification
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 28th day of December, 2015.
Secretary of State

State of North Carolina
Department of th e Secretary of State
ARTICLES OF MERGER
SOSID: 0352738
Date Filed: 12/28/2015 10:31: 00 AM
Elaine F. Marshall
North Carolina Secretary of State
C2015 362 00039
Pursuant to North Carolina General Statute Sections 55-11-05(a), 55A-11-09(d), 55A-11-04, 57D-9-42,
59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following
Articles of Merger as the surviving business �enntity in a merger between two or more business entities.
1. The name of the surviving entity is R. r . C. Contracting, . Inc. a (check one)
CI corporation, ❑ nonprofit corporation, ❑ professional corporation, 0 limited liability company,
0 limited partnership, ❑ partnership, ❑ limited liability partnership organized under the laws of
North Carolina (state or country)..
2. The address of the surviving entity is:
Street
AAlddress 934 West Kitty Hawk Road Lip Kitty Hawk
State' V C Zip Code 2 9749 County u a Ce
(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to
transact business or conduct affairs in North Carolina.) The mailing address of the surviving
foreign business entity is:
Street Address
State
City
Zip Code County
The Surviving foreign business entity will file a statement of any subsequent change in its trailing
address with the North Carolina Secretary of State.
3. For each merging entity: (if mare than one, complete on separate sheet and attach.)
The name of the merged entity is Carolina Asphalt, L.L.C. , a (check one)
❑ corporation, ❑ nonprofit corporation, ❑ professional corporation, 19 limited liability company,
❑ limited partnership, ❑ partnership, ❑ limited liability partnership organized under the laws of
North Carolina (341z 0V country).
The mailing address of each merging entity is: (if more than one, complete on separate sheet and
attach) 934 West Kitty Hawk Road City Kitty Hawk
Street Address
State NC Zip Code27949 CountyDare
4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to
the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within
the Plan of Merger is attached. -Not Applicable -
CORPORATIONS DIVISION P. O. BOAC 29622 RALEIGH, NC 27626.0622
(Revised January 2014) (Form BE- IS)

5. A plan of Merger has been duly approved in the manner required by law by each of the business
entities participating in the merger.
6. These articles will be effective upon filing unless a delayed date and/or time is specified 12Q4�.
This the 23rd day of Decernber , 2015 ��'��/ ' �' •
of Entr
Signature
Robert D. Parker, President
Type or Print Name and Title
NOTES:
I . Filing fee is $50 for For -profit entities.
2. riling fee is $25 for Ilan -profit entities,
3. This document nuwst be filed with the Secretary of State. Certificate(s) of Merger must be registered pursumit to the requirements of
N.C.G.S. Section 47-18. i
COKPORATIONS DIVISION P. 0. BOX 29622 RALF10H, NC 27626-0622
(Revised January 2014) (Form BE-I5)

Plan of Merger of
( R.P.C. Contracting, Inc. and Carolina Asphalt, LLC
into R.P.C. Contracting, Inc.
This Plan of Merger of R.P.C. Contracting, Inc., a North Carolina stock corporation
(hereinafter "R.P.C."), and Carolina Asphalt, LLC., a North Carolina limited liability company
(hereinafter "Carolina Asphalt"), dated the 23rd day of December, 2015, and states as follows:
(a) R.P.C. and Carolina Asphalt shall be merged into R.P.C. as of the 23`d day of
December, 2015.
(b) As of that date, R.P.C. shall succeed to all the assets and liabilities of Carolina
Asphalt.
(c) As of the effective date of the Merger, each outstanding unit of membership interest
of Carolina Asphalt shall be exchanged for one (1) share of common capital stock of
R.P.C. No other property, shares, other securities, or consideration of any type will
be distributed or issued in connection with or as a result of this Merger, aside from
the aforementioned succession of assets and liabilities.
(d) All shares of the Survivor shall remain unaffected by the terms of this Merger.
(e) Subsequent to the aforementioned exchange, all units of membership interest of
Carolina Asphalt shall be canceled.
(f) The name of the surviving corporation, from and after the effective date of the
merger, shall be "R.P.C. Contracting, Inc."
(g) There will be no alteration or amendments to the Articles of Incorporation of R.P.C.,
or the By -Laws of R.P.C.

Written Consent of Shareholders of R.P.C. Contracting, Inc.
in Lieu of a Special Meeting
Pursuant to the bylaws of R.P.C.. Contracting, Inc. (the "Corporation"), the undersigned,
being the sole Shareholders of the Corporation, who would be entitled to vote on the actions
taken herein, do hereby consent, authorize and agree, in lieu of a special meeting, to the adoption
of the following resolutions:
WHEREAS, the Board of Directors of the Corporation approved a Plan of Merger, a copy
of which is attached hereto and made a part hereof as Exhibit A, wherein Carolina Asphalt, LLC
would be merged into R.P.C. Contracting, Inc.;
WHEREAS, the Board of Directors has recommended the approval and adoption of the
Plan of Merger to the Shareholders of the Corporation; and
WHEREAS, the Shareholders have reviewed and considered the effects of the Plan of
Merger, it is hereby
RESOLVED, that the Shareholders of R.P.C. Contracting, Inc. deem it to be in the best
interest of the Corporation for Carolina Asphalt, LLC. to merge into the Corporation, upon the
terms and conditions of the Plan of Merger dated the 23rd day of December, 2015, and which is
hereby approved; and
RESOLVED, that the officers of R.P.C. Contracting, Inc. be, and hereby are, authorized
and directed to take all steps necessary to consummate the merger, including the negotiation and
execution of any agreements or other documents.
The above stated action shall be effective as of the 23rd day of December, 2015.
-r
f
a
Date Executed Robert D. Parker, Shareholder
Date Executed
P, PS -
Monica P. Parker, Shareholder

AGREEMENT OF MERGER
THIS AGREEMENT, made this 23rd day of December, 2015 (the "Agreement"), by and
between R.P.C. Contracting, Inc. (hereinafter "R.P.C."), a North Carolina stock corporation, and
Carolina Asphalt, LLC, (hereinafter "Carolina Asphalt"), a North Carolina limited liability
company, by which, pursuant to the terms of this Agreement, Carolina Asphalt, LLC, shall be
merged into R.P.C., the surviving corporation.
WHEREAS, R.P.C. is a corporation duly organized and existing under the laws of North
Carolina, incorporated on September 20, 1994, and having authorized capital stock consisting of
one hundred thousand (100,000) shares, with no par value, of which two thousand (2,000) shares
are issued and outstanding; and
WHEREAS, Carolina Asphalt, LLC is a limited liability company duly organized and existing
under the laws of North Carolina, incorporated on June 12, 1998, and having one thousand
(1,000) units of membership interest issued and outstanding; and
WHEREAS, pursuant to the Plan of Merger approved by the directors and shareholders of R.P.C.
and the members of Carolina Asphalt on the 23rd day of December, 2015, Carolina Asphalt shall
merge into R.P.C., and R.P.0 shall be the surviving corporation, upon the following terms and
conditions.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, the parties agree as follows:
Merger. Carolina Asphalt shall merge into R.P.C., and R.P.C. shall be the surviving
corporation.
2. Name of Surviving Corporation. The name of the surviving corporation, from and after
the Effective Date of the Merger, shall continue to be R.P.C. Contracting, Inc.
3. Office of R.P.C. The principal office of R.P.C. shall continue to be located at 934 W.
Kitty Hawk Rd., Kitty Hawk, NC 27949 in Dare County, North Carolina.
4. Capitalization of R.P.C. The total number of shares of stock which R.P.C. shall
continue to be authorized to issue is 100,000 shares with no par value. All such shares
shall continue to be designated as common stock and to have full voting powers and
equal rights of participation in dividends and assets of R.P.C.
Articles of Incorporation and By -Laws of the Surviving Corporation. There will be
no alteration or amendments to the Articles of Incorporation or the By -Laws of R.P.C.
6. Directors and Officers. The persons who are the Directors and Officers of R.P.C. on the
Effective Date of Merger shall continue and remain as Directors and Officers of R.P.C.

7. Effective Date of Merger. For all purposes of the laws of North Carolina, this
Agreement and the Merger herein provided for shall become effective and the separate
existence of Carolina Asphalt, LLC, a North Carolina limited liability company, shall
cease as of the Effective Date as set forth below, as long as certificates of its adoption and
approval shall have been executed in accordance with such laws, and this Agreement of
Merger and such certificates shall have been filed with the North Carolina Secretary of
State.
(a) The Effective Date of the Merger shall be December 23, 2015 (hereinafter
"Effective Date").
(b) The corporate identity, existence, purposes, powers, objects, franchises, rights,
and immunities of R.P.C. shall continue unaffected and unimpaired by the
Merger hereby provided for; and the limited liability company identities,
existences, purposes, powers, objects, franchises, rights, and immunities of
Carolina Asphalt, LLC, shall be continued in and merged into R.P.C. and shall
be fully vested therewith.
(c) Carolina Asphalt, LLC and R.P.C. shall so become a single corporation as of
the Effective Date of the Merger.
8. Merger of Shares. The manner of merging the shares of R.P.C. and Carolina Asphalt
into shares of R.P.C. shall be as set forth as in this paragraph:
(a) Immediately upon the Effective Date of the Merger, each unit of membership
interest of Carolina Asphalt, outstanding, ipso facto, without any action on the
part of the holder thereof, shall automatically become and be merged into
common stock of R.P.C., at the rate of one (1) share of the common stock of
R.P.C. for each one (1) unit of membership interest of Carolina Asphalt; and
each outstanding certificate representing units of membership interest of
Carolina Asphalt shall thereupon be deemed for all corporate purposes to
evidence the ownership of the number of fully paid, nonassessable shares of
common stock of R.P.C. into which such units of membership interest of
Carolina Asphalt shall have been so merged.
(b) After the Effective Date of the Merger, each holder of an outstanding
certificate or certificates representing membership interest of Carolina Asphalt
shall surrender the same to R.P.C., and such holder shall thereupon be entitled
to receive in exchange a certificate or certificates representing the number of
shares of common stock of R.P.C. into which the shares of stock represented
by the certificate or certificates so surrendered shall have been merged.
9. Effect of _Merger. Upon the Effective Date of the Merger, R.P.C. shall succeed to,
without further transfer, all the rights, privileges, immunities, powers and franchises both
of a public and a private nature, and all assets and property, real, personal and mixed of
each of the entities, and all debts, liabilities and duties of each of the entities shall
2

thenceforth attach to R.P.C. and may be enforced against it to the same extent as if such
debts, liabilities and duties had been incurred or contracted by R.P.C.
10. Delivery of Deeds and Instruments. From time to time as and when requested by
R.P.C. or by its successors or assigns, Carolina Asphalt shall execute and deliver, or
cause to be executed and delivered, all deeds and other instruinents and shall take, or
cause to be taken, all such other and further actions as R.P.C. may deem necessary and
desirable in order more fully to vest in and confirm to R.P.C. title to and possession of all
the property, rights, privileges, powers and franchises referred to in paragraph 9 herein
and otherwise to carry out the intent and purposes of this Agreement of Merger. For the
convenience of the parties and to facilitate the filing and recording of this Agreement of
Merger, any number of counterparts hereof may be executed and each such executed
counterpart shall be deemed to be an original instrument.
11. Expenses of MerLFer. R.P.0 shall pay all expenses of carrying this Agreement of Merger
into effect and of accomplishing the Merger.
12. Representations and Warranties of R.P.C. R.P.C. represents and warrants that:
(a) R.P.C. is a corporation duly incorporated, validly existing and in good
standing under the laws of North Carolina.
(b) R.P.C. has full power and authority to carry out the transaction contemplated
by this Agreement and R.P.C. has taken all necessary and proper corporate
action authorizing it to execute and deliver this Agreement, to consummate
the same, and to perform all the terms and conditions hereunder on its part to
be performed.
(c) Except as otherwise disclosed herein., all negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on
directly by R.P.C. with Carolina Asphalt and its members without the
intervention of any broker, investment banker or third party to act on its
behalf, directly or indirectly, as a broker or finder in connection with the
transaction contemplated by this Agreement.
(d) In the event the Plan of Merger is not consummated, R.P.C. shall return all
copies of documents and information concerning Carolina Asphalt and will
not use or disclosure the same to any other person.
13. Representations and Warranties of Carolina Asphalt. Carolina Asphalt represents
and warrants that:
(a) Carolina Asphalt is a limited liability company duly created, validly existing
and in good standing under the laws of North Carolina.
3

(b) Carolina Asphalt has full power and authority to carry out the transaction
contemplated by this Agreement and Carolina Asphalt has taken all necessary
and proper action authorizing it to execute and deliver this Agreement, to
consummate the same, and to perform all the terms and conditions hereunder
on its part to be performed.
(c) Except as otherwise disclosed herein, all negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on
directly by Carolina Asphalt with R.P.C. and its officers and directors without
the intervention of any broker, investment banker or third party to act on its
behalf, directly or indirectly, as a broker or finder in connection with the
transaction contemplated by this Agreement.
(d) In the event the Plan of Merger is not consummated, Carolina Asphalt shall
return all copies of documents and information concerning R.P.C. and will not
use or disclosure the same to any other person.
14. Covenants of R.P.C. R.P.C. covenants that from and after the date hereof and until the
Effective Date and, where applicable, subsequently, it will:
(a) Operate and conduct its business, properties and assets in the normal course of
business.
(b) Maintain its business, properties and assets in as good a state of operating
condition and repair as they are on the date hereof, except for ordinary
depreciation and wear and tear.
(c) Not pledge, mortgage, encumber or dispose of any of its business, properties
or assets, other than sales in the normal course of business, without the prior
written consent of Carolina Asphalt.
(d) Use its best efforts to preserve intact its organization and personnel and to
keep available the services of all its employees, agents and consultants,
commensurate with its business requirements.
(e) Use its best efforts to preserve intact its vendor relationships as well as its
customer relationships, and the goodwill of all vendors, customers and others
in its business relations with them.
(f) Keep in force all policies of insurance covering its business, properties and
assets.
(g) Accept orders and make contracts for its services in the normal course of
business, upon its usual terms and conditions.
(h) Not make any distribution of assets to its shareholders.
4

(i) Not issue any new shares, except for shares issued pursuant to this Agreement.
{j) Promptly notify Carolina Asphalt of any lawsuits, claims, arbitrations,
mediations, proceedings or investigations that may be threatened, brought,
asserted or commenced against it, its officers or directors, involving in any
way its business, properties or assets.
(lc) Provide Carolina Asphalt promptly with interim monthly financial statements
and any other management reports, as and when they are available.
(1) Make immediately available to Carolina Asphalt and its authorized agents and
accountants, for inspection, its assets, properties, business and financial
records, including all working papers, files and memoranda of its public
accountants and outside legal counsel, for the purpose of making such
accounting review, legal audit, investigation or examination deemed desirable.
R.P.C. shall cause its officers, employees, public accountants and outside
legal counsel to cooperate fully with said examination and make a full and
complete disclosure of all material facts regarding its financial condition and
business operations.
15. Covenants of Carolina Asphalt. Carolina Asphalt covenants that from and after the
elate hereof and until the Effective Date and, where applicable, subsequently, it will:
(a) Operate and conduct its business, properties and assets in the normal course of
business.
(b) Maintain its business, properties and assets in as good a state of operating
condition and repair as they are on the date hereof, except for ordinary
depreciation and wear and tear.
(c) Not pledge, mortgage, encumber or dispose of any of its business, properties
or assets, other than sales in the normal course of business, without the prior
written consent of R.P.C.
(d) Use its best efforts to preserve intact its organization and personnel and to
keep available the services of all its employees, agents and consultants,
commensurate with its business requirements.
(e) Use its best efforts to preserve intact its vendor relationships as well as its
customer relationships, and the goodwill of all vendors, customers and others
in its business relations with them.
(f) Keep in force all policies of insurance covering its business, properties and
assets.

(g) Accept orders and make contracts for its services in the normal course of
business, upon its usual terms and conditions.
(h) Not make any distribution of assets to its members.
(i) Not issue any new units of membership interest.
(�) Promptly notify R.P.C. of any lawsuits, claims, arbitrations, mediations,
proceedings or investigations that may be threatened, brought, asserted or
commenced against it, its officers or directors, involving in any way its
business, properties or assets.
(k) Provide R.P.C. promptly with interim monthly financial statements and any
other management reports, as and when they are available.
(1) Make immediately available to R.P.C. and its authorized agents and
accountants, for inspection, its assets, properties, business and financial
records, including all working papers, files and memoranda of its public
accountants and outside legal counsel, for the purpose of making such
accounting review, legal audit, investigation or examination deemed desirable
by R.P.C. Carolina Asphalt shall cause its officers, employees, public
accountants and outside legal counsel to cooperate fully with said examination
and make a full and complete disclosure to R.P.C. of all material facts
regarding its financial condition and business operations.
16. Conditions of R.P.C.'s Obligation to Close. The obligations of R.P.C. to close under
this Agreement are subject to each of the following conditions, which at the option of
R.P.C. maybe waived, existing on the Effective Date, or such other date as maybe
required:
(a) That the representations and warranties of R.P.C. in this Agreement shall be
true in all material respects at and as of the Effective Date as though such
representations and warranties were made at and as of that date.
(b) That R.P.C., and their officers, directors, and shareholders shall have
complied with and performed all covenants and conditions of this Agreement
required to be performed and complied with by them, and that all requisite
corporate action in order to consummate this Agreement shall have been
properly taken by R.P.C.
(c) That R.P.C. shall have complied with all applicable federal and state securities
laws with respect to this transaction.
(d) That the closing of this Agreement shall have taken place as set forth herein.
6

(e) That R.P.C. shall have furnished Carolina Asphalt with copies of appropriate
resolutions duly adopted by their Directors and Shareholders approving the
transaction contemplated by this Agreement.
(f) The proposed Merger shall have been approved unanimously by the
shareholders and directors of R.P.C.
17. Conditions of Carolina Asphalt's Obligation to Close. The obligations of Carolina
Asphalt to close under this Agreement are subject to each of the following conditions,
which at the option of R.P.C. and Carolina Asphalt may be waived, on the Effective Date,
or such other date as may be required.
(a) That the representations and warranties of Carolina Asphalt in this Agreement
shall be true in all material respects at and as of the Effective Date as though
such representations and warranties were made at and as of that date.
(a) That Carolina Asphalt, and their members shall have complied with and
performed all covenants and conditions of this Agreement required to be
performed and complied with by them, and that all requisite action in order to
consummate this Agreement shall have been properly taken by Carolina
Asphalt.
(b) That Carolina Asphalt shall have complied with all applicable federal and
state securities laws with respect to this transaction.
(c) That the closing of this Agreement shall have taken place as set forth herein.
(d) That Carolina Asphalt shall have furnished R.P.C. with copies of appropriate
resolutions duly adopted by their Members approving the transaction
contemplated by this Agreement, and that the Members of Carolina Asphalt
shall surrender the Certificates evidencing their units of membership interest
in Carolina Asphalt.
(e) The proposed Merger shall have been approved unanimously by the members
of Carolina Asphalt.
18. Right to Amend Certificate of Incorporation. R.P.C. hereby reserves the right to
amend, alter, change, or repeal any provision contained in its Certificate of Incorporation
in the manner hereafter prescribed by the laws of North Carolina and all rights conferred
on stockholders therein are subject to this reservation.
19. Notices. All notices which are required or may be given pursuant to the terms of this
Agreement shall be sufficient in all respects if given in writing and delivered personally,
by overnight courier service or by registered or certified mail, postage prepaid, as
follows:
7

R.P.C. Contracting, Inc.
P.O. Box 333
Kitty Hawk, NC 27949
Carolina Asphalt, LLC
P.O. Box 333
Kitty Hawk, NC 27949
With copies to Harry W. Jernigan, III, CPA, Esq.
Hairy Jernigan CPA Attorney, PC
5101 Cleveland Street, Suite 200
Virginia Beach, VA 23462
20. Benefit. The terms of this Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the parties.
21. Construction. This Agreement shall be construed and enforced in accordance with the
laws of North Carolina.
22. Entire Agreement. This Agreement constitutes the entire agreement between the parties
and may not be modified except by written instrument signed by all of the parties.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the duly authorized Officers of R.P.C. and Carolina Asphalt have
hereunto set their hands, all as of the day and year first above written.
Attest:
Monica P. Parker, Secretary
Attest:
Monica P. Parker, Member
R.P.C. CON.TRACTIIAG/HNC.
Robert D. Parker,
Robert D. Parker, Manager
9

Resolution of Board of Directors of R.P.C. Contracting, Inc.
in Lieu of Special Meeting
Pursuant to the by-laws of R.P.C. Contracting, Inc. (the "Corporation"), the undersigned,
being all of the Directors of the Corporation, who would be entitled to vote on the actions taken
herein, do hereby consent, authorize and agree, in lieu of a special meeting, to the adoption of the
following resolutions:
WHEREAS, the Board of Directors of the Corporation have reviewed and considered the
effect of a Plan of Merger wherein R.P.C. Contracting would merge Carolina Asphalt, LLC into
R.P.C. Contracting, Inc.; it is hereby
RESOLVED, that the Board of Directors of the Corporation deem it to be in the best
interest of the Corporation to merge Carolina Asphalt, LLC into R.P. C. Contracting, Inc., a North
Carolina stock coiporation, upon the terms and conditions of a Plan of Merger dated the 23rd day
of December, 2015, a copy of which is attached hereto and made a part hereof as Exhibit A, and
which is hereby approved and recommended to the shareholders of the Corporation;
RESOLVED, that the Plan of Merger be submitted to the shareholders of the
Corporation for a vote at a special meeting; and
RESOLVED, that subject to the approval of the Plan of Merger by the shareholders of
the Corporation, the officers of the Corporation are hereby authorized and directed to take all
steps necessary to consummate the merger, including the negotiation and execution of any
agreements or other documents.
The above stated action shall be effe e as o he 23rd da of December, 2015.
rf
Z. X
Date Executed
12--. /_�r
Date Executed
Robert D. Parker, Director
Monica P. Parker,, Director

Written Consent of Members of Carolina Asphalt, LLC
in Lieu of Special Meeting
Pursuant to the Operating Agreement of Carolina Asphalt, LLC (the "LLC"), the
undersigned, being the sole Members of the LLC, who would be entitled to vote on the actions
taken herein, do hereby consent, authorize and agree, in Iieu of a special meeting, to the adoption
of the following resolutions:
WHEREAS, the Members have reviewed and considered the effect of the Plan of Merger
attached hereto and made a part hereof as Exhibit A it is hereby
RESOLVED, that the Members of Carolina Asphalt, LLC. deem it to be in the best
interests of the LLC to merge with and into R.P.C. Contracting, Inc., a North Carolina stock
corporation, upon the terms and conditions of a Plan of Merger set forth in Exhibit A, and which
is hereby approved; and
RESOLVED, that the Manager of the LLC be, and hereby is, authorized and directed to
take all steps necessary to consummate the merger, including the negotiation and execution of
any agreements or other documents.
The above stated action shall be effective as of cember 23, 015.
r�
1'
Date Executed Robert D. Parker, Member
Date Executed Monica P. Parker, Member

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