|
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 autho
|
