|
<PAGE>
EXHIBIT 10.6
PLAN AND AGREEMENT OF REORGANIZATION
UNDER I.R.C. SS.368(a)(1)(C)
REVOLUTIONS MEDICAL CORPORATON
AND
CLEAR IMAGE ACQUISITIION CORPORATION
THIS PLAN AND AGREEMENT OF REORGANIZATION, dated this 26th day
of
January, 2007, made by and between:
REVOLUTIONS MEDICAL CORPORATION, a Nevada corporation having
its
principal business office located at 2073 Shell Ring Circle, Mt.
Pleasant, South
Carolina 29466 (hereinafter referred to as "Buyer");
AND
CLEAR IMAGE ACQUISITION CORPORATION, a Nevada corporation having
its
principal business office located at 9 Meriam Street, Suite 5,
Lexington,
Massachusetts 01240 (hereinafter "Seller"): WITNESSETH THAT:
WHEREAS, Seller desires to transfer to Buyer at the Closing
(as
hereinafter defined), and Buyer desires to acquire from Seller
at the Closing,
all of Seller's assets, as more fully described herein, upon and
subject to the
terms and conditions contained in this Agreement; and
WHEREAS, it is intended by the parties that the transaction
qualify as
a tax-free reorganization within the meaning of Section
368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the "Code") and that
for accounting
purposes it is intended that the transaction be treated as a
"purchase";
NOW, THEREFORE, intending to be legally bound, and in
consideration of the
foregoing recitals and the mutual promises and covenants
contained herein, and
other good and valuable consideration, the receipt and
sufficiency of which are
hereby acknowledged, Buyer and Seller hereby agree as
follows:
<PAGE>
ARTICLE I
SALE AND TRANSFER OF ASSETS AND ASSUMPTION OF CERTAIN
LIABILITES
1.1 Transfer of Assets. Buyer acknowledges that: Seller is a
newly-organized Nevada corporation which was formed specifically
to acquire a
controlling block of shares of Clear Image, Inc., an Oklahoma
corporation; that
such controlling block, consisting of 9,824,139 shares of the
Common Stock of
Clear Image, Inc., was contributed by Seller's shareholders
pursuant to a
Section 351 Agreement and constitutes the sole asset of Seller:
and that
accordingly the only asset being acquired by Buyer is such
9,824,139 shares of
the Common Stock of Clear Image, Inc., which are hereinafter
referred to as the
"Assets". Except as otherwise herein expressly set forth, Seller
hereby agrees
that at the Closing provided for in Section 4.1 hereof (the
"Closing"), Seller
shall sell, assign, transfer, convey and deliver to Buyer all of
Seller's right,
title and interest in and to such shares (the Assets). Seller
represents that
the shares are all of the assets of Seller.
1.2 Excluded Assets. Seller and Buyer understand and agree that
since
the 9,824,139 shares of the Common Stock of Clear Image, Inc.
are the sole asset
of Seller, there are no excluded or Seller- retained assets.
1.3 Assumed Obligations. Buyer has represented and warranted
that it
has no debts, liabilities, or other payables, will not have any
debts,
liabilities or other payables as of Closing, and that the only
liabilities that
it will incur following the Closing will be the costs related to
its liquidation
and dissolution. Relying upon such representation, Buyer agrees
to pay only
those costs and expenses directly related to the liquidation and
dissolution of
Seller and then limited to an amount within the allowed
percentage of the value
of the gross assets obtained as permitted under Section
368(a)(1)(C).
ARTICLE II
CONSIDERATION
2.1 Assumption of Certain Liabilities and Stock Issuance. In
full and
complete payment for the Assets, Buyer agrees to (i) assume the
assumed
liabilities pursuant to Section 1.3 hereof (I.E., the costs and
expenses of
Seller's liquidation and dissolution) and (ii) issue to the
Seller 8,260,139
post-split shares of Common Stock of the Buyer, issued in the
name of and paid
to Seller (the 8,260,139 shares of Common Stock are hereinafter
referred to as
the "RMS Stock)"
2.2 Investment Representations. Seller acknowledges, agrees
and represents that:
(a) It has been advised that none of the shares of Buyer being
acquired
hereunder have been registered under the Securities Act of 1933
(the "1933
Act").
(b) All of the shares of Buyer being acquired hereunder are
being, and
will be, acquired and held for investment, not for resale or
distribution to the
public and not for the purpose of effecting or causing to be
effected a public
offering of such securities.
(c) It has been advised and is aware of the fact, that by reason
of the
foregoing investment representations and restrictions upon
transfer: (i) the
shares of the Buyer's Common Stock must be held indefinitely
unless they are
subsequently registered under the 1933 Act or an exemption from
such
registration is available; (ii) if Rule 144 of the Rules and
Regulations
promulgated by the SEC is applicable to any future routine sales
of any such
securities, such sales can be made only in limited amounts in
accordance with
the terms and conditions of that Rule; (iii) in the case of
securities to which
that Rule is not applicable, compliance with some applicable
exemption, if any
be available, will be required; (iv) all of the certificates for
the shares of
Buyer's Common Stock will bear a legend restricting transfer
thereof; and (v)
the Transfer Agent of Buyer's Common Stock will be given
"stop-transfer"
instructions so as to prevent any illegal transfer of such
shares.
(d) It has relied only and exclusively upon its own
investigation into
Buyer and its financial condition for purposes of deciding to
enter into and
close this Agreement and to accept shares of Buyer's Common
Stock in exchange
for its Assets. It has not relied upon any oral or written
representation made
by Buyer or any of its officers or directors or representatives
of Buyer and
that no representation, or statements shall survive the Closing
with the sole
exception of the representations and warranties contained in
this Agreement.
<PAGE>
(e) It has reviewed the filings made by the Buyer pursuant to
the
Securities Exchange Act of 1934, including the included
financial statements,
and has had full opportunity to review and inspect all books and
records of
Buyer.
2.3 Liquidation of Seller. Seller acknowledges awareness that
(i)
following the transfer of the Assets it is required by the
Internal Revenue Code
and related IRS Regulations to dissolve and in connection
therewith to
distribute the RMS Stock to its shareholders, (ii) the RMS Stock
has not been
registered with the Securities and Exchange Commission and
cannot be distributed
without an eligible exemption from such registration, and (iii)
all of Seller's
shareholders are "accredited investors" and it will make a
distribution of the
8,260,139 shares of RMS Stock to its shareholders pursuant to
Rule 506 of
Regulation D.
ARTICLE III
CLOSING
3.1 Closing. The Closing shall occur at the close of
business
on January 31, 2007.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as of the date hereof
(which
representations and warranties shall survive the execution and
delivery of this
Agreement and the transfer of the Assets), as set forth
below:
4.1 Litigation. There are no outstanding orders, judgments,
writs,
injunctions. or decrees of any court, governmental authority or
arbitration or
mediation panel or tribunal against or affecting the Assets.
4.3 Non-Contravention. Seller is not in breach of, default
under, or in
violation of any applicable law, decree or order that may cause
a material
adverse effect relating to the Assets and Seller is not in
breach of, default
under, or in violation of any deed, lease, loan agreement,
commitment, bond,
note, deed of trust, restrictive covenant, license, indenture,
contract or other
agreement, instrument or obligation to which it is a party or by
which it is
bound or to which any of its respective assets is subject that
may cause a
material adverse effect on the Assets.
4.4 Title. Seller has good, complete, indefeasible and
marketable title
to, and ownership of, the Assets, free and clear of all liens,
encumbrances,
charges, pledges, voting trusts and pools, defects, claims, and
security
interests.
4.5 Assets. The Assets are free and clear of all liens,
encumbrances,
charges, pledges, voting trusts and pools, defects, claims, and
security
interests.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the date hereof
(which
representations and warranties shall survive the execution and
delivery of this
Agreement and the transfer of the Assets
| 
