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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
