Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is made as of March 15, 2010, by and
between Genesis Biopharma, Inc., a Nevada corporation (the "Merging
Corporation"), and Freight Management Corp., a Nevada corporation (the
"Surviving Corporation"). (The corporations together are sometimes referred to
below as the "Constituent Corporations.")
The Constituent Corporations agree as follows:
1. The Merging Corporation is duly organized, existing, and in good
standing under the laws of the State of Nevada. It has one thousand (1,000)
shares of authorized capital stock, all of which are issued and outstanding.
2. The Surviving Corporation is duly organized, validly existing, and
in good standing under the laws of the State of Nevada. It has one billion eight
hundred million (1,800,000,000) shares of authorized capital stock, all of which
are designated as common stock. One hundred twenty-one million four hundred
forty thousand (121,440,000) shares of common stock are issued and outstanding
(taking into effect a 24-for-1 forward stock split effectuated by the Surviving
Corporation on March 15, 2010, which post-split shares are subject to a
mandatory exchange by the Surviving Corporation's stockholders of stock
certificates issued prior to the stock split ).
3. The Boards of Directors of the Constituent Corporations deem it in
the best interests of the corporations and their stockholders that the Merging
Corporation be merged with and into Surviving Corporation in accordance with
Nevada Revised Statutes Chapter 92A. The Boards hereby adopt on behalf of their
corporations the plan of reorganization set forth in this Agreement and Plan of
Merger.
4. Merger. The Merging Corporation shall be merged with and into the
Surviving Corporation, which shall survive the merger. The Merging Corporation's
separate existence shall cease on the effective date of the merger, which shall
be the later of March 15, 2010, or the date on which the Articles of Merger are
accepted for filing by the Office of the Secretary of State of the State of
Nevada. Without any other transfer or documentation, on the effective date of
the merger, the Surviving Corporation shall (i) succeed to all of the Merging
Corporation's rights and property; and (ii) be subject to all the Merging
Corporation's liabilities and obligations.
Notwithstanding the above, after the effective date of the merger, the
Surviving Corporation's proper officers and directors may perform any acts
necessary or desirable to vest or confirm the Surviving Corporation's possession
of and title to any property or rights of the Merging Corporation, or otherwise
carry out this Agreement's purposes. This includes execution and delivery of
deeds, assurances, assignments, or other instruments.
5. Conversion of Shares. By virtue of the merger and without any action
by any stockholder, upon the effective time of the merger, all of the shares of
the Merging Corporation will be converted into and will become that number of
fully paid and nonassessable shares of the Surviving Corporation's common stock
and thereafter retired and cancelled. No fractional shares of the Surviving
Corporation shall be issued.
The shares of Surviving Corporation outstanding immediately prior to
the merger shall not be changed by reason of the merger.
6. Change in Articles of Incorporation and Bylaws: The Surviving
Corporation's Articles of Incorporation in effect on the effective date shall
continue to be its Articles of Incorporation, except that Article First thereof
shall be amended in its entirety to read as follows:
"The name of the corporation is: Genesis Biopharma, Inc."
The Surviving Corporation's Bylaws as in effect on the effective date
of the merger shall continue to be its Bylaws without change as a result of the
merger.
7. Officers and Directors: The Merging Corporation's officers
immediately prior to the effective date of the merger shall become the officers
of the Surviving Corporation effective upon the merger and replace such officers
of the Surviving Corporation, until their successors have been duly elected or
appointed and qualified; such that, as of the effective date of the merger, the
Surviving Corporation's officers shall be as follows:
Xxxxxx Xxxxxx -- President and Chief Executive Officer
Xxxxxxx XxXxxxxxxx -- Treasurer, Secretary, and Chief Financial Officer
The Surviving Corporation's directors shall continue and remain as such
after the effective date of the merger for the full unexpired terms of their
respective offices, or until their successors have been duly elected or
appointed and qualified, subject to the resignations and appointments thereof.
8. Abandonment of Merger: Any time prior to the effective date, this
merger may be abandoned without further obligation or liability by action of the
board of directors of either of the Constituent Corporations.
9. Counterparts: This Agreement and Plan of Merger may be executed in
any number of counterparts, each of which shall constitute an original
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger by their respective duly authorized officers, as of the date
first written above.
FREIGHT MANAGEMENT CORP.
(to be renamed Genesis Biopharma, Inc.)
"Surviving Corporation"
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------------
Xxxxxxx Xxxxxxxx, President and Chief Executive
Officer
GENESIS BIOPHARMA, INC.
"Merging Corporation"
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------------
Xxxxxx Xxxxxx, President and Chief Executive
Officer
