Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made this 10th
day of November, 2004, by and between CRITICAL HOME CARE, INC., a Nevada
corporation (the "Parent") and ARCADIA RESOURCES, INC., a Nevada corporation and
wholly owned subsidiary of the Parent (the "Subsidiary"), both of which agree to
and hereby adopt this Agreement as follows:
ARTICLE I
MERGER
SECTION I.1 THE MERGER. At the Effective Time (as hereinafter defined),
the Subsidiary shall be merged with and into the Parent pursuant to the terms
and conditions set forth in this Agreement (the "Merger"). The Parent shall
continue as the surviving corporation and shall be named Arcadia Resources, Inc.
(the "Surviving Corporation"), and the separate corporate existence of the
Subsidiary shall cease.
SECTION I.2 EFFECTIVE TIME. As soon as practicable after satisfaction
or waiver of all conditions to the Merger, a Certificate of Merger and all other
requisite filings with respect to the Merger shall be filed and recorded with
the State of Nevada Secretary of State. The Merger shall be effective at 12:01
Eastern Standard Time on November 16, 2004 (the "Effective Time").
SECTION I.3 ARTICLES OF INCORPORATION. The Articles of Incorporation of
the Parent in effect immediately prior to the Effective Time shall be amended
and restated by amending Article 1 to change the name of the Parent to Arcadia
Resources, Inc.
SECTION I.4 BYLAWS. The Bylaws of the Parent in effect immediately
prior to the Effective Time shall be amended to change the name of the Parent to
Arcadia Resources, Inc. and restated.
SECTION I.5 DIRECTORS AND OFFICERS. From and after the Effective Time,
until successors are elected or appointed, the directors and officers of the
Parent shall continue to hold the same offices as directors and officers of the
Surviving Corporation.
SECTION I.6 CORPORATE ORGANIZATION. As the Surviving Corporation, the
Parent's separate corporate existence, with all its purposes, objects, rights,
privileges, powers, certificates and franchises, shall continue unimpaired by
the Merger.
ARTICLE II
CONVERSION OF SHARES
SECTION II.1 CONVERSION. At the Effective Time:
a. Each share of common stock of the Subsidiary issued and
outstanding immediately prior to the Effective Time, shall by virtue of
the Merger, immediately cease to exist and shall be deemed cancelled
without payment or any consideration therefor.
b. Each share of the common stock of the Parent issued and
outstanding immediately prior to the Effective Time shall continue to
be issued and outstanding thereafter.
ARTICLE III
CONDITIONS
SECTION III.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER. As a condition to the Merger, there shall not be any statute, rule or
regulation promulgated, enacted or deemed applicable making it illegal for the
Parent or the Subsidiary to consummate the Merger or any order, judgment, decree
or ruling by any foreign or domestic court or governmental body enjoining the
Parent or the Subsidiary from consummating the Merger.
ARTICLE IV
TERMINATION
SECTION IV.1 TERMINATION. This Agreement may be terminated and the
Merger abandoned prior to the Effective Time by either the Parent or the
Subsidiary if there shall be any statute, rule or regulation promulgated,
enacted or deemed applicable making it illegal for the Parent or the Subsidiary
to consummate the Merger or any order, judgment, decree or ruling by any
domestic or foreign court or governmental body enjoining the Parent or the
Subsidiary from consummating the Merger and such order, judgment, decree or
ruling shall have become final and non-appealable.
SECTION IV.2 EFFECT OF TERMINATION. In the event of the termination of
this Agreement and abandonment of the Merger, this Agreement and plan of merger
shall thereafter become void and have no effect.
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ARTICLE V
MISCELLANEOUS
SECTION V.1 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original and shall
become effective when one or more counterparts have been signed by each party to
this Agreement and delivered to the other party.
SECTION V.2 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding of the parties in respect of the subject matter of
this Agreement and supersedes all prior agreements, arrangements, negotiations
and understandings relating to the subject matter of this Agreement.
SECTION V.3 AMENDMENT OF AGREEMENT. This Agreement may be altered or
amended in any of its provisions only by the written agreement of all the
parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers as of the date first above written.
CRITICAL HOME CARE, INC.,
a Nevada corporation
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Dated: November 10, 2004 Its: President / Chief Operating
Officer / Treasurer / Vice
Chairman of Finance
ARCADIA RESOURCES, INC.,
a Nevada corporation
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Dated: November 10, 2004 Its: Vice President
