Arcadia Resources, Inc Sample Contracts

Arcadia Resources, Inc – SECURED CREDITOR ASSIGNMENT AND RELEASE AGREEMENT (February 21st, 2012)

This Secured Creditor Assignment and Release Agreement (the “Agreement”) is made as of this 6th day of December, 2011, by and between H. D. Smith Wholesale Drug Co. (“H.D. Smith”), Arcadia Resources, Inc. (“ARI”), PrairieStone Pharmacy, LLC (“PrairieStone”), and Medication Adherence Solutions, LLC (“Purchaser”).

Arcadia Resources, Inc – AMENDMENT 1 TO THE FORBEARANCE AGREEMENT (February 21st, 2012)

This Amendment 1 (the “Amendment”) to the Forbearance Agreement dated October 6, 2011 (the "Agreement") is entered into this 18th day of November, 2011 by and among H. D. Smith Wholesale Drug Co. (“H.D. Smith”), Arcadia Resources, Inc. (“ARI”) and PrairieStone Pharmacy, LLC (“PrairieStone”).  Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

Arcadia Resources, Inc – FORBEARANCE AGREEMENT (February 21st, 2012)

This Forbearance Agreement (the “Agreement”) is entered into this 6th day of October, 2011, by and between PrairieStone Pharmacy, LLC (“PrairieStone”), Arcadia Resources, Inc. (“Arcadia”) and H.D. Smith Wholesale Drug Co. (“HDS”).

Arcadia Resources, Inc – AMENDMENT 2 TO THE FORBEARANCE AGREEMENT (February 21st, 2012)

This Amendment 2 (the “Amendment”) to the Forbearance Agreement dated October 6, 2011 as amended by the Amendment 1 dated November 17th, 2011(the "Agreement") is entered into this 30th day of November, 2011 by and among H. D. Smith Wholesale Drug Co. (“H.D. Smith”), Arcadia Resources, Inc. (“ARI”) and PrairieStone Pharmacy, LLC (“PrairieStone”).  Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

Arcadia Resources, Inc – SETTLEMENT AGREEMENT AND GENERAL RELEASE (February 21st, 2012)

This Settlement Agreement and General Release (“Agreement” or “Settlement”), is entered as of November, 2011, by and among Plaintiff Ruth L. Douglas (“Plaintiff” or “Douglas”), individually and on behalf of others similarly situated, and Defendant Arcadia Health Services, Inc. (“Defendant” or “AHS”).  The parties to the Agreement shall be referred to collectively herein as the “Parties.”

Arcadia Resources, Inc – ASSET PURCHASE AGREEMENT BY AND AMONG PRAIRIESTONE PHARMACY, LLC, d/b/a DAILYMED, a Delaware limited liability company, ARCADIA RESOURCES, INC., a Nevada corporation, AND MEDICATION ADHERENCE SOLUTIONS, LLC, an Illinois limited liability company December 6, 2011 (December 6th, 2011)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 6, 2011 (the “Effective Date”), by and among PRAIRIESTONE PHARMACY, LLC, d/b/a DAILYMED, a Delaware limited liability company (“Company”), ARCADIA RESOURCES, INC., a Nevada corporation (“Member”) and MEDICATION ADHERENCE SOLUTIONS, LLC, an Illinois limited liability company (“Buyer”).

Arcadia Resources, Inc – NEWS RELEASE (September 2nd, 2011)

INDIANAPOLIS, IN – September 2, 2011 – Arcadia Resources, Inc., a leading provider of innovative consumer health care services under the Arcadia HealthCare℠ brand, today announced that it expects that its common stock will cease trading on the NYSE Amex (“Amex”) effective with the open of business on September 6, 2011.  The Company has been informed that it is eligible for trading on the OTCQB Marketplace effective with the market open on September 6, 2011.  The Company's ticker symbol will change from “KAD” to "KADR".  The Company intends to continue to file periodic reports with the Securities and Exchange Commission pursuant to the requirements of the requirements of the Securities Exchange Act of 1934, as amended.

Arcadia Resources, Inc – NEWS RELEASE (July 19th, 2011)

INDIANAPOLIS, IN — July 19, 2011 — Arcadia Resources, Inc. (NYSE Amex: KAD), a leading provider of innovative consumer health care services under the Arcadia HealthCareSM brand, today announced that the Company has received notice from the NYSE Amex dated July 15, 2011 indicating that the Company is below certain of the Exchange’s continued listing standards due to the Company not being in compliance with Sections 1003(a) of the Company Guide. The Exchange Staff indicated that its review of the Company’s Form 10-K for the fiscal year ended March 31, 2011, indicates that the Company does not meet the provisions of Section 1003(a)(i), (ii) or (iii) related to stockholders’ equity and losses from continuing operations and further that the Company no longer satisfies the alternative listing standards in Section 1003(a). The Company was afforded the opportunity to submit a plan of compliance to the Exchange by August 14, 2011, that demonstrates the Company’s ability to regain compliance wit

Arcadia Resources, Inc – Amendment To Employment Agreement (June 30th, 2011)

WHEREAS, an Employment Agreement effective as of the 12th day of August, 2009 as amended effective April 1, 2011 (the “Agreement”) was entered into by and between Arcadia Resources, Inc., a Nevada corporation (“Employer”) and Marvin R. Richardson (“Executive”); and

Arcadia Resources, Inc – EMPLOYMENT AGREEMENT (June 28th, 2011)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or “Employer”), and Charles Goodall a resident of the State of Illinois (the “Executive”), is entered into on this 23rd of December, 2009, to be effective as of 1st of January 2010 (the “Effective Date”).

Arcadia Resources, Inc – Amendment To Employment Agreement (June 28th, 2011)

WHEREAS, an Employment Agreement effective as of the 12th day of August, 2009 as amended effective April 1, 2011 (the “Agreement”) was entered into by and between Arcadia Resources, Inc., a Nevada corporation (“Employer”) and Matthew R. Middendorf (“Executive”); and

Arcadia Resources, Inc – Promissory Note (June 28th, 2011)

THIS NOTE MAY NOT BE ASSIGNED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF THIS NOTE MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE.

Arcadia Resources, Inc – Amendment To Employment Agreement (June 28th, 2011)

WHEREAS, an Employment Agreement effective as of the 12th day of August, 2009 as amended effective April 1, 2011 (the “Agreement”) was entered into by and between Arcadia Resources, Inc., a Nevada corporation (“Employer”) and Marvin R. Richardson (“Executive”); and

Arcadia Resources, Inc – Amendment To Employment Agreement (June 28th, 2011)

WHEREAS, an Employment Agreement effective as of the 12th day of August, 2009 as amended effective April 1, 2011 (the “Agreement”) was entered into by and between Arcadia Resources, Inc., a Nevada corporation (“Employer”) and Steven L. Zeller (“Executive”); and

Arcadia Resources, Inc – PURCHASE OF ASSETS AND TERMINATION AGREEMENT (June 28th, 2011)

THIS PURCHASE OF ASSETS AND TERMINATION AGREEMENT (“Agreement”), dated as of April 4, 2011 (the “Effective Date”), by and among Arcadia Resources, Inc., a Nevada corporation, having its principal office at 9320 Priority Way West Drive, Indianapolis, Indiana 46240 (“Arcadia”), BestCare Travel Staffing, LLC, a Kentucky limited liability company, (“BestCare”), and solely for purposes of Paragraph H of this Agreement, Steven L. Zeller, an individual residing in the State of Indiana and a member of BestCare (“Zeller”).

Arcadia Resources, Inc – NEWS RELEASE (April 8th, 2011)

INDIANAPOLIS, IN — April 8, 2011 — Arcadia Resources, Inc. (NYSE Amex: KAD), a leading provider of innovative consumer health care services under the Arcadia HealthCareSM brand, today announced that it has received written notification from NYSE Amex dated April 4, 2011, indicating that because the Company’s average closing price of its common stock was less than $0.20 per share over a consecutive 30-day trading period, the Company is not in compliance with Section 1003(f)(v) of the NYSE Amex Company Guide. NYSE Amex advised that it deems it appropriate for the Company to effect a reverse stock split to remain in compliance with its continued listing standards and has given the Company until October 4, 2011 to effect such a split.

Arcadia Resources, Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (November 9th, 2010)

This Amendment and Waiver dated as of October 31, 2010, by and among ARCADIA SERVICES, INC., a Michigan corporation (“Arcadia”), ARCADIA HEALTH SERVICES, INC., a Michigan corporation (“Arcadia Health Services”), GRAYROSE, INC., a Michigan corporation (“Grayrose”), ARCADIA HEALTH SERVICES OF MICHIGAN, INC., a Michigan corporation (“Arcadia Health”) and ARCADIA EMPLOYEE SERVICES, INC., a Michigan corporation (“Arcadia Employee”, and together with Arcadia, Arcadia Health Services, Arcadia Health and Grayrose, being collectively identified as “Companies” and individually as a “Company”) and Comerica Bank, a Texas banking association, of Detroit, Michigan (herein called “Bank”).

Arcadia Resources, Inc – Amendment to Revolving Credit Note (November 9th, 2010)

This Amendment to Note (“Amendment”), made, delivered, and effective as of October 31, 2010, by and between ARCADIA SERVICES, INC., a Michigan corporation, ARCADIA HEALTH SERVICES, INC., a Michigan corporation, GRAYROSE, INC., a Michigan corporation, ARCADIA HEALTH SERVICES OF MICHIGAN, INC., a Michigan corporation and ARCADIA EMPLOYEE SERVICES, INC., a Michigan corporation (individually each a “Borrower” and collectively, the “Borrowers”) and COMERICA BANK (“Bank”).

Arcadia Resources, Inc – FORM OF SUBSCRIPTION AGREEMENT (October 29th, 2010)

The undersigned (the “Investor”) hereby confirms its agreement with Arcadia Resources, Inc., a Nevada corporation (the “Company”), as follows:

Arcadia Resources, Inc – [ICE MILLER LLP LETTERHEAD] (October 29th, 2010)

We have acted as special counsel for Arcadia Resources, Inc., a Nevada corporation (the “Company”), in connection with the issuance by the Company of up to an aggregate of 15,625,000 shares of common stock of the Company, par value $0.001 per share (“Shares”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (“Commission”) on July 13, 2010, a base prospectus, dated July 29, 2010, included in the Registration Statement at the time it became effective (the “Base Prospectus”), and the form of a prospectus supplement approved by the Board of Directors of the Company and to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) (“Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Shares will be sold in connection with the Placement Agent Agreement by and between the Company and Wilmington Capital Se

Arcadia Resources, Inc – Up to $5 million in Shares of Common Stock ARCADIA RESOURCES, INC. Common Stock (par value $0.001) PLACEMENT AGENT AGREEMENT (October 29th, 2010)
Arcadia Resources, Inc – Unlimited Continuing Guaranty (April 28th, 2010)

This Unlimited Continuing Guaranty (the “Guaranty”) is made as of the 23rd day of April, 2010, by Arcadia Resources, Inc., a Nevada corporation (the “Guarantor”), in favor of H. D. Smith Wholesale Drug Co., a Delaware corporation (the “Lender”), pursuant to that certain Line of Credit and Security Agreement, as it may be amended, modified or supplemented from time to time (the “Credit Agreement”) of even date herewith, between PrairieStone Pharmacy, LLC, a Delaware limited liability company (the “Borrower”), and Lender. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

Arcadia Resources, Inc – Pledge Agreement (April 28th, 2010)

This Pledge Agreement is entered into as of April 23, 2010, by and between Arcadia Resources, Inc., a Nevada corporation (“Pledgor”), and H. D. Smith Wholesale Drug Co., a Delaware corporation (“Pledgee”).

Arcadia Resources, Inc – Line of Credit Note (April 28th, 2010)

For Value Received, the undersigned PrairieStone Pharmacy, LLC, a Delaware limited liability company (“Borrower”), promises to pay on or before April 23, 2013 (the “Maturity Date”) to the order of H. D. Smith Wholesale Drug Co., a Delaware corporation (the “Lender”) at its office at 3063 Fiat Avenue, Springfield, Illinois 62703, or at such other place as Lender shall designate, Five Million Dollars ($5,000,000.00) or the aggregate principal amount outstanding on Borrower’s Line of Credit pursuant to that certain Line of Credit and Security Agreement (“Loan Agreement”) by and between Borrower and Lender dated as of April 23, 2010, and as shown on Lender’s records which shall at all times be conclusive and govern (the “Principal”), with interest payable thereon at an annual rate equal to the greater of the Prime Rate plus three percent (3%) or seven percent (7%) (the “Interest”). Interest is to be charged on a daily basis for the actual number of days any amount of Principal is outstandi

Arcadia Resources, Inc – COMMON STOCK PURCHASE WARRANT To Purchase up to 500,000 Shares of the Common Stock of ARCADIA RESOURCES, INC. (April 28th, 2010)

THIS IS TO CERTIFY THAT H. D. Smith Wholesale Drug Co., or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Arcadia Resources, Inc., a Nevada corporation (the “Company”), the Warrant Stock (as hereinafter defined), in whole or in part, at a purchase price of the lower of (i) $0.40 per share or (ii) the prior ten day closing average for the ten business days prior to and including the Vesting Date, all on and subject to the terms and conditions hereinafter set forth.

Arcadia Resources, Inc – LINE OF CREDIT AND SECURITY AGREEMENT (April 28th, 2010)

This Line of Credit and Security Agreement (this “Agreement”) is made as of April 23rd, 2010 (the “Closing Date”), by and between Prairiestone Pharmacy, LLC, a Delaware limited liability company (“PrairieStone” or “Borrower”) and H. D. Smith Wholesale Drug Co., a Delaware corporation (“Lender”).

Arcadia Resources, Inc – Arcadia Resources Announces Prime Vendor Agreement and $5 Million Line of Credit with H. D. Smith (April 28th, 2010)

INDIANAPOLIS, Ind., April 26, 2010 — Arcadia Resources, Inc. (NYSE Amex: KAD), a leading provider of innovative consumer health care services under the Arcadia HealthCare? brand, today announced a new three-year prime vendor agreement and $5 million line of credit with H. D. Smith, a leading national pharmaceutical wholesaler.

Arcadia Resources, Inc – COMMON STOCK PURCHASE WARRANT To Purchase up to 500,000 Shares of the Common Stock of ARCADIA RESOURCES, INC. (April 28th, 2010)

THIS IS TO CERTIFY THAT H. D. Smith Wholesale Drug Co., or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Arcadia Resources, Inc., a Nevada corporation (the “Company”), the Warrant Stock (as hereinafter defined), in whole or in part, at a purchase price of $0.40 per share, all on and subject to the terms and conditions hereinafter set forth.

Arcadia Resources, Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION of ARCADIA RESOURCES, INC. (Pursuant to Sections 78.385, 78.390 and 78.403 of the Nevada Revised Statutes) (November 9th, 2009)
Arcadia Resources, Inc – 15,857,141 Shares of Common Stock and Warrants to Purchase up to 7,135,713 Shares of Common Stock ARCADIA RESOURCES, INC. Common Stock (par value $0.001) PLACEMENT AGENT AGREEMENT (November 9th, 2009)
Arcadia Resources, Inc – ARCADIA RESOURCES, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK (November 9th, 2009)

Arcadia Resources, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon compliance with the provisions of Section 1(a) and, to the extent applicable Section 1(d) hereof, at any time or times on or after May ___, 2010 [the date that is 6 months and one day following the Issuance Date] (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [                     (                    )]1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to

Arcadia Resources, Inc – FORM OF SUBSCRIPTION AGREEMENT (November 9th, 2009)

The undersigned (the “Investor”) hereby confirms its agreement with Arcadia Resources, Inc., a Nevada corporation (the “Company”), as follows:

Arcadia Resources, Inc – EMPLOYMENT AGREEMENT (August 13th, 2009)

THIS AGREEMENT by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or “Employer”), and Marvin Richardson (the “Executive”), is effective as of August 12, 2009; and

Arcadia Resources, Inc – EMPLOYMENT AGREEMENT (August 13th, 2009)

THIS AGREEMENT by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or “Employer”), and Matthew R. Middendorf (the “Executive”), is effective as of August 12, 2009; and

Arcadia Resources, Inc – EMPLOYMENT AGREEMENT (August 13th, 2009)

THIS AGREEMENT by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or “Employer”), and Steven L. Zeller (the “Executive”), is effective as of August 12, 2009; and