SM&A Watch

from 10-Q 1 page State of Delaware Secretary of State Division or Corporations Delivered 12:00 Pm 10/21/2008 Filed 0.2:00 Pm 10/21/2008 Srv 081(155418 — 4258901 File State of Delaware Certificate of Merger of Foreign Corporation Into a Domestic Corporation Pursuant to Title 8. Section 252 of the Delaware General Corporation Law, the Undersigned Corporation Executed the Following Certificate of Merger: First: The Name of the Surviving Corporation Is ___SM&A _ ..._.___......................... , a Delaware Corporation, and the Name of the Corporation Being Merged Into This &NB Sp; Surviving Corporation Is Pfrformance Management Associates ................. _,A_.california Corporation, Second: The Agreement of Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each of the Constituent Corporations Pursuant to Title 8 Section 252 of the Genera! Corporation Law of the State of Delaware. Third: The Name of the Surviving Corporation Is ^I&A , a Delaware Corporation. Fourth; the Certificate of Incorporation of the Surviving Corporation Shall Be Its Certificate of Incorporation. (If Amendments Arc Affected Please Set Forth) Fifth: The Authorized Stock and Par Value of the Non-Delaware Corporation Is 10,000 Shares at No Par Value ....................................... . Sixth: The Merger Is to Become Effective on _Ju1y 1, 2008 (For Accounting Purposes} Seventh: The Agreement of Merger Is on File at Shaa, 4695 Mac Arthurcourt 8th Flr, Newport Beach, Ca 92660 an Office of the Surviving Corporation. Eighth: A Copy of the Agreement of Merger Will Be Furnished by the Surviving, Corporation on Request, Without Cost, to Any Stockholder of the Constituent Corporations. in Witness Whereof, Said Surviving Corporation Has Caused This Certificate to He Signed by an Authorized Officer, the .. 21 Day of October .. ,A.D, 2008 • Authorized Officer Name: Inma Eggert Print or Type Title: Assistant Cor Porate Secretary

from 10-Q 1 page State of Delaware Secretary of State Division of Corporations Delivered 12:00 Pm 10/21/2008 Filed 12:00 Pm 10/21/2008 Srv 081055422 — 4258901 File

from 8-K 72 pages Agreement and Plan of Merger by and Among SM&A, Project Victor Holdings, Inc. and Project Victor Merger Sub, Inc. Dated as of October 31, 2008

from DEFA14A 72 pages Agreement and Plan of Merger by and Among SM&A, Project Victor Holdings, Inc. and Project Victor Merger Sub, Inc. Dated as of October 31, 2008

from SC 13D 1 page Confirming Statement

from 10-Q 4 pages Amendment to Stock Purchase Agreement

from 10-K 4 pages Amendment to Stock Purchase Agreement

from 8-K 7 pages Agreement and Plan of Merger of SM&A a Delaware Corporation, and SM&A a California Corporation

from SC 13D/A 2 pages Transactions Within the Past Sixty Days

from SC 13D/A ~5 pages Trade Date Trading Entity Type of Trade Number of Shares Price Per Share Broker 07-21-2003 Caltius Mezzanine Sale 2232 $ 11.0000 Roth Capital Partners 07-21-2003 Caltius Mezzanine II Sale 11693 $ 11.0000 Roth Capital Partners 07-21-2003 Caltius Mezzanine II-A Sale 1698 $ 11.0000 Roth Capital Partners 07-21-2003 Caltius Equity Partners Sale 2777 $ 11.0000 Roth Capital Partners 09-17-2003 Caltius Mezzanine Sale 6065 $ 11.0100 Roth Capital Partners 09-17-2003 Caltius Mezzanine II Sale 31775 $ 11.0100 Roth Capital Partners 09-17-2003 Caltius Mezzanine II-A Sale 4613 $ 11.0100 Roth Capital Partners 09-17-2003 Caltius Equity Partners Sale 7547 $ 11.0100 Roth Capital Partners 09-18-2003 Caltius Mezzanine Sale 3032 $ 11.4900 Roth Capital Partners 09-18-2003 Caltius Mezzanine II Sale 15888 $ 11.4900 Roth Capital Partners 09-18-2003 Caltius Mezzanine II-A Sale 2306 $ 11.4900 Roth Capital Partners 09-18-2003 Caltius Equity Partners Sale 3774 $ 11.4900 Roth Capital Partners

from SC 13D/A ~20 pages Transactions Within the Past Sixty Days

from SC 13D/A ~10 pages Transactions Within the Past Sixty Days

from SC 13G/A 1 page Plan of reorganization, merger, acquisition or similar

from 10-K 1 page Agreement of Merger

from 8-K ~50 pages Agreement and Plan of Reorganization

from 8-K >50 pages Agreement and Plan of Reorganization and Merger