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Exhibit
2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of September 19, 2006 (the
"Merger Agreement"), between CRC Crystal Research Corporation, an
Arizona corporation ("Arizona"), and CRC Crystal Research
Corporation, a Nevada Corporation (“Nevada").
WHEREAS, on the date hereof, Arizona has the authority to issue
5,000,000 shares of Common Stock, no par value per share, and
5,000,000 shares of preferred stock, no par value per share (the
"Arizona Capital Stock");
WHEREAS, on the date hereof, Nevada has the authority to issue
250,000,000 shares of Common Stock, par value $0.001 per share
("Nevada Common Stock"), of which 1,000 shares are issued and
outstanding, all of which are held by Arizona, and no shares of
preferred stock;
WHEREAS, the board of directors of Arizona has determined that it
is advisable and in its best interests for Arizona to merge with
and into Nevada for the purpose of changing Arizona’s state
of incorporation from Arizona to Nevada upon the terms and subject
to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein contained, Nevada and Arizona hereby agree as
follows:
1. Merger.
Arizona shall be merged with and into Nevada (the "Merger"), and
Nevada shall be the surviving corporation (hereinafter sometimes
referred to as the "Surviving Corporation"). The Merger shall
become effective upon the date and time of filing appropriate
Articles of Merger, providing for the Merger, with the Secretaries
of State of the States of Arizona and Nevada, or September 21,
2006, whichever later occurs (the "Effective Time").
2. Governing
Documents. The Articles of Incorporation of Nevada, as in effect
immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation without change or
amendment until thereafter amended in accordance with the
provisions thereof and applicable law. The By-laws of Arizona, as
in effect immediately prior to the Effective Time, shall be the
By-laws of the Surviving Corporation without change or amendment
unless and until thereafter amended in accordance with the
provisions thereof, the Arizona of the Surviving Corporation and
applicable law.
3. Succession.
At the Effective Time, the separate corporate existence of Arizona
shall cease, and Nevada shall succeed to all of the assets and
property (whether real, personal or mixed), rights, privileges,
franchises, immunities and powers of Arizona and Nevada shall
assume and be subject to all of the duties, liabilities,
obligations and restrictions of every kind and description,
including, without limitation, all outstanding indebtedness of
Arizona.
4. Directors.
The directors of Arizona immediately prior to the Effective Time
shall be the directors of the Surviving Corporation at and after
the Effective Time to serve until the expiration of their
respective terms and until their successors are duly elected and
qualified.
5. Officers.
The officers of Arizona immediately preceding the Effective Time
shall be the officers of the Surviving Corporation at and after the
Effective Time until their successors are duly elected and
qualified.
6. Further
Assurances. From time to time, as and when required by the
Surviving Corporation or by its successors or assigns, there shall
be executed and delivered on behalf of Arizona such deeds and other
instruments, and there shall be taken or caused to be taken by it
all such further and other action, as shall be appropriate,
advisable or necessary in order to vest, perfect or conform, of
record or otherwise, in the Surviving Corporation, the title to and
possession of all property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of Arizona, and
otherwise to carry out the purposes of this Merger Agreement, and
the officers and directors of the Surviving Corporation are fully
authorized, in the name and on behalf of Arizona or otherwise, to
take any and all such action and to execute and deliver any and all
such deeds and other instruments.
7. Conversion
of Securities. At the Effective Time, by virtue of the Merger and
without any action on the part of the holder thereof:
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a)
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each share of Arizona Capital Stock issued and outstanding
immediately prior to the Effective T
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