Agreement and Plan of Merger between Voxel (California) and Dover Glen, Inc. (Delaware)

Summary

This agreement outlines the merger of Voxel, a California corporation, into Dover Glen, Inc., a Delaware corporation. Dover Glen, Inc. will be the surviving entity, and Voxel will cease to exist after the merger. The current articles of incorporation and bylaws of Dover Glen, Inc. will remain in effect. Directors and officers from both companies will continue as the initial leadership of the surviving corporation. Shareholders of both companies must approve the merger, and Voxel shares will be converted into Dover Glen, Inc. shares at a specified ratio.

EX-2.1.1 2 dover_ex020101.txt AGREEMENT OF MERGER 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 Dover Glen, 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 Dover Glen, Inc., a business corporation organized under the laws of the State of Delaware. The name of the surviving corporation is Dover Glen, Inc., a Delaware corporation. 1. Voxel a California corporation, and Dover Glen, 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, Dover Glen, 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. Dover Glen, 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/ Michael Anthony ---------------------------------- Michael Anthony, President DOVER GLEN, INC. a Delaware corporation By /s/ Michael Anthony ----------------------------------- Michael Anthony, President