ContractPromissory Note • April 2nd, 2008 • Arcadia Resources, Inc • Services-personal services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE PAYOR AN ACCEPTABLE OPINION OF ITS COUNSEL THAT AN EXEMPTION PROM REGISTRATION UNDER THE ACT IS AVAILABLE.
REVOLVING LINE OF CREDIT AND SECURITY AGREEMENTRevolving Line of Credit and Security Agreement • April 2nd, 2008 • Arcadia Resources, Inc • Services-personal services • New York
THIS REVOLVING LINE OF CREDIT AND SECURITY AGREEMENT (this "Agreement") is dated and effective as of March 31, 2008, by and among JANA Master Fund, Ltd. ("Lender"), and Arcadia Products, Inc., a Delaware corporation ("API"), Arcadia Home Health Products, Inc., a Delaware corporation ("AHHP"), O2 Plus, a California corporation ("O2P"), Lovell Medical Supply, Inc., a North Carolina corporation ("LMSI"), Arcadia Home Mideast, Inc., a Delaware corporation ("AHME"), Beacon Respiratory Services of Alabama, Inc., a Delaware corporation ("BRSA"), Beacon Respiratory Services of Georgia, Inc., a Delaware corporation ("BRSG"), American Oxygen and Medical Equipment, Inc., an Illinois corporation ("AOME"), Arcadia Home Oxygen and Medical Equipment, Inc., a Michigan corporation ("AHOME"), and Trinity Healthcare of Winston-Salem, Inc., a Georgia corporation ("THWS" and collectively and jointly and severally with API, AHHP, O2P, LMSI, AHME, BRSA, BRSG, AOME and AHOME, "Borrowers"). Lender and Borrower
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • April 2nd, 2008 • Arcadia Resources, Inc • Services-personal services • Michigan
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "Amendment") is made this 31st day of March, 2008 (the "Effective Date"), by and between Arcadia Resources, Inc., having an address at 9229 Delegates Row, Ste. 260, Indianapolis, IN 46204 ("Payor") and Vicis Capital Master Fund, having an address at 126 E. 56th. Street, 7th Floor, New York, NY 10022 ("Payee"). Payor and Payee are sometimes referred to individually in this Amendment as a "Party" and collectively as the "Parties".
ContractPromissory Note • April 2nd, 2008 • Arcadia Resources, Inc • Services-personal services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE PAYOR AN ACCEPTABLE OPINION OF ITS COUNSEL THAT AN EXEMPTION PROM REGISTRATION UNDER THE ACT IS AVAILABLE.
