PLAN AND AGREEMENT OF
MERGER
THIS PLAN AND AGREEMENT OF
MERGER (hereinafter
called the “Agreement”), dated as of December 27, 2006,
is between Impact Medical Solutions, Inc., a Delaware corporation
(“PARENT”), and Freedom 1, Inc., a Delaware corporation
(“SUB”).
WHEREAS , on the date hereof SUB is a corporation duly
organized and existing under the laws of the State of Delaware,
having authorized capital stock of 110,000,000 shares, 100,000,000
of which are classified and designated as common stock, $0.0001 par
value, (“SUB Common Stock”) and 10,000,000 of which are
classified and designated as preferred stock, $0.0001 par value
(the “SUB Preferred Stock”);
WHEREAS , PARENT is a corporation duly organized and
existing under the laws of the State of Nevada, currently having
authorized capital stock of 50,000 shares of authorized common
stock, par value $0.0005 (the “PARENT Common Stock”),
and no authorized preferred stock (the “PARENT Preferred
Stock”);
WHEREAS , there are 15,653,465
shares of PARENT (“PARENT ISSUED Common Stock”) issued
and outstanding and wherein PARENT owns 100% of the SUB Common
Shares, and such shares constitute all of the issued and
outstanding capital stock of SUB;
WHEREAS , the directors of SUB and PARENT have
determined it advisable and in the best interest of each company
that the PARENT merge with and into SUB as authorized by the
statutes of the state of Delaware and upon the terms and subject to
the conditions of this Agreement; and
WHEREAS , the directors of SUB and PARENT have
unanimously approved this Agreement by written consent to action in
lieu of a meeting and a majority of the shareholders of SUB and
PARENT have approved this Agreement by written consent to action in
lieu of a meeting in accordance with the statutes of the state of
Delaware; and
NOW THEREFORE , in consideration of the mutual agreements and
covenants set forth herein, PARENT and SUB hereby agree as
follows:
1.
Merger
. Upon the terms and subject to the
conditions set forth in this Agreement, the PARENT shall be merged
with and into the SUB (the “Merger”), and SUB shall be
the surviving corporation (sometimes hereafter referred to as the
“Surviving Corporation”). The name of the Surviving
Corporation shall be Impact Medical Solutions, Inc. The Merger
shall become effective upon the date and time of filing of
appropriate certificates of merger and/or this Agreement providing
for the Merger, with the Secretary of State of the State of
Delaware, (the “Effective Time” or the “Effective
Date”).
2.
Governing
Documents. The
Certificate of Incorporation of SUB shall be the Certificate of
Incorporation of the Surviving Corporation without change or
amendment until thereafter amended in accordance with applicable
law. The Bylaws of SUB, as in effect immediately prior to the
Effective Time, shall be the Bylaws of the Surviving Corporation
until thereafter amended as provided by law, by such Certificate of
Incorporation or by such Bylaws.
3.
Succession; Officers and
Directors . On the
Effective Date, the separate corporate existence of the PARENT
shall cease and SUB, as the Surviving Corporation, shall possess
all the rights, privileges, powers and franchises of a public and
private nature and be subject to all the restrictions, disabilities
and duties of the PARENT; and all property, real personal and
mixed, and all debts due to the PARENT on whatever account, as well
as for share subscriptions and all other things in action belonging
to the PARENT, shall be vested in the Surviving Corporation; and
all and every other interest shall be thereafter the property of
the Surviving Corporation as they were of the PARENT, and the title
to any real estate vested by deed or otherwise in the PARENT, shall
not revert or be in any way impaired by reason of the Merger; but
all rights of creditors and all liens upon any property of the
PARENT shall be preserved unimpaired, and all debts, liabilities
and duties of the PARENT shall thence forth attach to the Surviving
Corporation and may be enforced against it to the same extent as if
such debts, liabilities and duties had been incurred or contracted
by the Surviving Corporation. All corporate acts, plans, policies,
agreements, arrangements, approvals and authorization
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