EXHBIIT 2.1.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is adopted by Voxel, a business
corporation organized under the laws of the State of California, by resolution
of its Board of Directors on July 28, 2008, and is adopted by Xxxxx Xxxx, Inc.,
a business corporation organized under the laws of the State of Delaware, by
resolution of its Board of Directors on July 28, 2008. The names of the
corporations planning to merge are Voxel, a business corporation organized under
the laws of the State of California and Xxxxx Xxxx, Inc., a business corporation
organized under the laws of the State of Delaware. The name of the surviving
corporation is Xxxxx Xxxx, Inc., a Delaware corporation.
1. Voxel a California corporation, and Xxxxx Xxxx, Inc., a Delaware
corporation, shall pursuant to the provisions of the California Corporations Act
and pursuant to the provisions of the Delaware General Corporation Law, be
merged into a single corporation, to wit, Xxxxx Xxxx, Inc., a Delaware
corporation, which shall be the surviving corporation at the effective time of
the filing of this Agreement of Merger or a Certificate of Merger with the State
of Delaware. Xxxxx Xxxx, Inc., a Delaware corporation may sometimes be referred
to as the "Surviving Corporation" and shall continue to exist in accordance with
the provisions of the laws of the jurisdiction of its organization. The separate
existence of Voxel, a California corporation, which is hereinafter referred to
as the "Non-Surviving Corporation" shall cease at the effective time and date of
the merger in accordance with the provisions of the California Corporate
Statutes.
2. The present Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation of said Surviving Corporation and said
Articles of Incorporation shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the laws of the
jurisdiction of organization of the Surviving Corporation.
3. The present Bylaws of the Surviving Corporation will be the bylaws
of said Surviving Corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the laws of the jurisdiction of organization of the Surviving
Corporation.
4. The directors and officers of the Surviving Corporation, which are
the same as the directors and officers of the Non-Surviving Corporation, at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their respective offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
5. Each Eighty-Five (85) shares of the issued and outstanding shares of
the Non-Surviving Corporation immediately before the effective time and date of
the merger shall be converted into one share of the same class of stock of the
Surviving Corporation, without further action required of the stockholders.
6. The Agreement of Merger herein made and approved shall be submitted
to the shareholders of the Surviving and Non-Surviving Corporation for approval
as required by the laws of the State of California and the laws of the State of
Delaware.
7. In the event that the Agreement of Merger shall have been approved
by the shareholders entitled to vote of the Non-Surviving Corporation and by the
shareholders entitled to vote of the Surviving Corporation in the manner
prescribed by the laws of the State of California and the laws of the State of
Delaware, the Non-Surviving Corporation and the Surviving Corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of California and the
laws of the State of Delaware and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the Non-Surviving
Corporation and the Board of Directors and the proper officers of the Surviving
Corporation respectively, are hereby authorized, empowered, and directed to do
any and all acts and things and to make, execute, deliver, file and/or record
any and all instruments, papers and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Agreement of Merger or of the merger herein provided for.
Executed July 28, 2008 VOXEL
a California corporation
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Xxxxxxx Xxxxxxx, President
XXXXX XXXX, INC.
a Delaware corporation
By /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxx, President
