EXHIBIT 2.1.3.1
MERGER AGREEMENT UNDERLYING ARTICLES OF MERGER FOR REDOMICILE
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
TRAFFIC TECHNOLOGY, INC. (NEVADA)
AND
TRAFFIC TECHNOLOGY, INC. (ARIZONA)
This Agreement and Plan of Merger ("Agreement") between Traffic Technology, Inc., a Nevada corporation
("TNevada" or "Surviving Corporation") and Traffic Technology, Inc., an Arizona corporation ("TArizona"), the
two corporations acting by their respective boards of directors and sometimes collectively referred to as the
"Constituent Corporations," is entered into this 20th day of March 2003 in Irvine, California, and will have an
effective date as set forth in Article I, Section 2 hereafter.
WHEREAS, TNevada is a corporation organized and existing under the laws of the State of Nevada, with its
principal business office located at 18300 Von Karman, Suite 710, Irvine, CA 92612;
WHEREAS, the authorized capital stock of TNevada consists of Two Hundred Million (200,000,000) shares of
common stock, par value of One Tenth of One Cent ($0.001) per share, none of which have been issued;
WHEREAS, Nevada Revised Statutes confers upon TNevada the power to merge with a foreign corporation
and the right to issue its own shares in exchange for shares of any corporation to be merged into TNevada;
WHEREAS, TArizona is a corporation organized and existing under the laws of the State of Arizona;
WHEREAS, the authorized capital stock of TArizona consists of Two Hundred Million (200,000,000) shares of
common stock, no par value per share, of which as of March 20, 2003, there were Ninety Seven Million Five
Hundred Twenty-Seven Thousand Seven Hundred and Fifty (97,527,750) shares are presently issued and
outstanding. The Arizona Statutes provide that a foreign corporation and a domestic corporation may be merged
and the foreign corporation can be the surviving entity.
WHEREAS, the respective boards of directors of TNevada and TArizona deem it desirable and in the best
interests of the corporations and the