Unassociated Document


    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 authorizations
      of
      the PARENT, its shareholders, board of directors and committees thereof,
      officers and agents which were valid and effective immediately prior to the
      Effective Date, shall be taken for all purposes as the acts, plans, policies,
      agreements, arrangements, approvals and authorizations of SUB and shall be
      as
      effective and binding thereon as the same were with respect to the
      PARENT.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    The
      directors of PARENT immediately prior to the Effective Time shall be the
      directors of the Surviving Corporation, each to hold office in accordance with
      the Certificate of Incorporation and Bylaws of the Surviving Corporation, and
      the officers of PARENT immediately prior to the Effective Time shall be the
      officers of the Surviving Corporation, in each case until their resignation
      or
      their respective successors are duly elected or appointed and qualified. The
      employees and agents of the PARENT shall become the employees and agents of
      the
      Surviving Corporation entitled to the same rights and benefits which they
      enjoyed as employees and agents of the PARENT.

    


    4. Further
      Assurances.
      From
      time to time, as and when required by SUB, or by its successors and assigns,
      there shall be executed and delivered on behalf of the PARENT 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 or necessary in order to
      vest,
      perfect or confirm, of record or otherwise, in SUB the title to and possession
      of all property, interests, assets, rights, privileges, immunities, powers,
      franchises and authority of the PARENT, and otherwise to carry out the purposes
      of this Agreement, and the officers and directors of SUB are fully authorized
      in
      the name and on behalf of SUB or otherwise, to take any and all such action
      and
      to execute, deliver, file, and/or record any and all instruments, papers, and
      documents which shall be or become necessary, proper, or convenient to carry
      out
      or put into effect any of the provisions of this Agreement or of the merger
      herein provided for.

    


    5. Conversion
      and Cancellation of Common Stock.

    


    a. At
      the
      Effective Time, (i) each issued and outstanding share of common stock of Parent
      shall be converted into and become one
      fully
      paid and nonassessable share of common stock, par value $0.0001 per share,
      of
      the Surviving Corporation, and, from and after the Effective Time, the holders
      of all of said issued and outstanding shares of common stock of the Parent
      shall
      automatically be and become holders of shares of the Sub upon the basis above
      specified, whether or not certificates representing said shares are then issued
      and delivered and all shares of stock of the Sub acquired in the merger shall
      for purposes of § 203 of this title be deemed to have been acquired at the time
      that the shares of stock of the Parent converted in the merger were acquired;
      (ii) every
      share of Parent Preferred Stock issued and outstanding immediately prior to
      the
      Effective Time shall be converted, into the right to receive one restricted
      share of Surviving Corporation Preferred Stock, as shall be designated and
      authorized as of the Effective Time, said Surviving Corporation Preferred Stock
      to provide to the holders thereof, substantially identical rights as are
      provided by the Parent Preferred Stock; (iii)
      every
      Option and/or Warrant of Parent issued and outstanding immediately prior to
      the
      Effective Time shall be converted, into the right to receive the equivalent
      Option and/or Warrant of the Surviving Corporation, as shall be designated
      and
      authorized as of the Effective Time, said Surviving Corporation Option and/or
      Warrant to provide to the holders thereof, substantially identical rights as
      are
      provided by the Parent Option and/or Warrant.

    


    b. At
      the
      Effective Time, each share of common stock of the Sub (a “Share”) owned by the
      Sub as treasury stock or by any subsidiary of the Sub and each Share owned
      by
      the Parent shall be cancelled and retired and shall cease to exist, and no
      consideration shall be delivered in exchange therefor.

    


    c. At
      the
      Effective Time, each issued and outstanding Share of the Parent shall be (other
      than Shares to be cancelled in accordance with Section (d) above) converted
      into
      one share of common stock in the Sub (the “Offer Price”), without surrender of
      the certificate formerly representing such Share (each a “Subs Certificate”) in
      the manner provided in (f) below. From and after the Effective Time, all such
      converted Shares shall no longer be outstanding and shall be deemed to be
      cancelled and retired and shall cease to exist, and each holder of any such
      Shares shall cease to have any rights with respect to any Parent Certificate
      except the right to receive shares in the Sub equal to the number of shares
      owned in the Parent (the “Merger Consideration”).

    


    d. After
      the
      Effective Time, each holder of record of common stock of the Parent shall
      receive in exchange therefor the Merger Consideration, and the shares of common
      stock of the Parent shall be cancelled.


    
      
         

      

      
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    e. In
      its
      sole discretion, SUB may elect to round up to the nearest whole share, in lieu
      of issuing fractional shares of SUB Common Stock as a result of the Merger
      or to
      pay the fair market value of such fractional shares to the holders who would
      otherwise be entitled to such fractional shares of SUB Common Stock, as
      determined by its board of directors.

    


    6. Amendment.
      Subject
      to the applicable law, this Agreement may be amended, modified or supplemented
      by written agreement of the parties at any time prior to the Effective
      Date.

    


    7. Abandonment.
      At any
      time prior to the Effective Date, this Agreement may be terminated and the
      Merger may be abandoned by the Board of Directors of SUB, if the Board of
      Directors of SUB determines for any reason in its sole judgment that the
      consummation of the transaction would be inadvisable or not in the best
      interests of SUB and its Shareholders.

    


    8. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original and the same agreement.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned Presidents, with the attestations of a Witness, of the respective
      constituent corporations, duly authorized hereunto, have executed this Agreement
      as of the date first above written.

    


    


    
      	
              Freedom
                1, Inc.

            	 	
              Impact
                Medical Solutions, Inc.

            
	 	 	 
	
              /s/
                Wayne Cockburn

            	 	
              /s/
                Wayne Cockburn

            
	 	 	 
	
              By:
                _____________________________

            	 	
              By:
                _____________________________

            
	
              Wayne
                Cockburn

            	 	
              Wayne
                Cockburn

            
	
              President

            	 	
              President

            


    

    


    


    
      
         

      

      
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