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EXHIBIT 4.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into on
April ____,
2005 by and between Arcadia Resources, Inc., a Nevada
corporation ("Seller" or
"Company"), and ___________________ ("Purchaser").
RECITALS:
A. The Company desires to issue and sell to Purchaser shares of
its
authorized common stock, $0.001 par value, (the "Common Stock"),
subject to the
terms and conditions of this Agreement.
B. The Purchaser, which is an "accredited investor" as that term
is
defined in Rule 501(a) of Regulation D promulgated by the U.S.
Securities and
Exchange Commission (the "Commission"), desires to purchase from
the Company
shares of the Common Stock, subject to the terms of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
promises
contained herein and for other good and valuable consideration,
the receipt and
sufficiency of which is hereby acknowledged, Purchaser and
Seller agree as
follows:
1. SALE OF STOCK. Upon execution of this Agreement, Purchaser
hereby
agrees to and does purchase from Seller, and Seller hereby
agrees to and does
sell to Purchaser, One Million Two Hundred Twelve Thousand One
Hundred
Twenty-One (1,212,121) shares of the Company's original issue
Common Stock (the
"Acquired Stock"). No fractional shares of the Acquired Stock
shall be issued to
Purchaser.
2. PURCHASE PRICE. The purchase price of the Acquired Stock is
U.S. $1.65
per share for a total aggregate purchase price for all of the
Acquired Stock of
Two Million ($2,000,000.00) and No/100 U.S. Dollars in total
("Purchase Price").
3. PAYMENT OF PURCHASE PRICE. Contemporaneously with the
execution of this
Agreement, the Purchase Price shall be paid in full in U.S.
Dollars by certified
check or wire transfer.
4. ISSUANCE OF COMMON STOCK CERTIFICATE. Upon Seller's receipt
of payment
in full of the Purchase Price, Seller shall deliver to its
transfer agent
irrevocable instructions to issue and deliver to Purchaser, at
the address
designated on the signature page, one Common Stock certificate
evidencing
Purchaser's ownership of the Acquired Shares, subject to the
terms and
conditions of this Agreement.
5. ACKNOWLEDGMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES
OF
PURCHASER. Purchaser acknowledges, covenants, represents and
warrants to Seller
each of the following:
(a) ORGANIZATION; AUTHORITY; ENFORCEABILITY. Purchaser is an
entity
duly organized, validly existing and in good standing under the
laws of
the jurisdiction of its organization with full power and
authority to
enter into and to consummate the transactions contemplated
hereby and
otherwise to carry out its obligations hereunder.
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The execution, delivery and performance by such Purchaser of
the
transactions contemplated by this Agreement has been duly
authorized by
all necessary corporate or similar action on the part of such
Purchaser.
This Agreement and any related transaction documents have been
duly
executed by such Purchaser, and when delivered by such Purchaser
in
accordance with the terms hereof, will constitute the valid and
legally
binding obligation of such Purchaser, enforceable against it in
accordance
with its terms, subject to laws of general application relating
to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws
affecting creditors' rights generally and rules of law governing
specific
performance, injunctive relief, or other equitable remedies.
(b) GENERAL SOLICITATION. Purchaser is not purchasing the
Acquired
Stock as a result of any advertisement, article, notice or
other
communication regarding the Acquired Stock published in any
newspaper,
magazine or similar media or broadcast over television or radio
or
presented at any seminar or any other general solicitation or
general
advertisement.
(c) NO PUBLIC SALE OR DISTRIBUTION. Purchaser is acquiring
the
Acquired Stock for its own account and not with a view towards,
or for
resale in connection with, the public sale or distribution
thereof.
Purchaser is acquiring the Acquired Stock in the ordinary course
of its
business. Purchaser does not have any agreement or
understanding, directly
or indirectly, with any Person to distribute any of the Acquired
Stock.
(d) ACCREDITED INVESTOR STATUS. Purchaser is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation
D
promulgated by the Commission.
(e) RESIDENCY. Purchaser is a resident of the State designated
on
the signature page.
(f) RELIANCE ON EXEMPTIONS. Purchaser acknowledges that the
Acquired
Stock is being offered and sold to it in reliance on specific
exemptions
from the registration requirements of United States federal and
applicable
state securities laws and that the Company is relying in part
upon the
truth and accuracy of, and such Purchaser's compliance with,
the
representations, covenants, warranties, agreements,
acknowledgments and
understandings of such Purchaser set forth herein in order to
determine
the availability of such exemptions and the eligibility of such
Purchaser
to acquire the Acquired Stock.
(g) INFORMATION. Purchaser and its advisors, if any, have
obtained
or have been furnished with all publicly available financial,
operational,
business and other data, statements, information and materials
relating to
the business, finances, prospects and operations of the Company
and such
other publicly available materials relating to the offer and
sale of the
Acquired Stock as have been requested by such Purchaser.
Purchaser and its
advisors, if any, have been afforded the opportunity to ask
questions of
the Company, and all such questions have been answered to its
full
satisfaction. Neither such inquiries nor any other due
diligence
investigations conducted by such Purchaser or its advisors, if
any, or its
representatives shall modify, amend or affect the terms and
conditions of
this Agreement or the acknowledgements, covenants,
representations and
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warranties given by Purchaser hereunder. Purchaser understands
that its
investment in the Acquired Stock involves a high degree of risk.
No oral
representations have been made or oral information furnished to
Purchaser
or its representatives, if any, in connection with the purchase
of the
Acquired Stock.
(h) NO GOVERNMENTAL REVIEW. Purchaser understands that no
United
States federal or state agency or any other government or
governmental
agency has passed on or made any recommendation or endorsement
of the
Acquired Stock or the fairness or suitability of the investment
in the
Acquired Stock, nor have such authorities passed upon or
endorsed the
merits of the offering of the Acquired Stock.
(i) EXPERIENCE OF PURCHASER. Purchaser, either alone or
together
with its representatives, has such knowledge, sophistication
and
experience in business and financial matters, including
investing in
companies engaged in the business in which the Company is
engaged, so as
to be capable of evaluating the merits and risks of the
prospective
investment in the Acquired Stock, and has so evaluated the
merits and
risks of such investment. Purchaser is able to bear the economic
risk of
an investment in the Acquired Stock and is able to afford a
complete loss
of such investment. Purchaser has adequate means of providing
for its
financial needs and contingencies and is able to bear the
substantial
economic risk of an investment in the Acquired Stock for an
indefinite
period.
(j) SALE AND ISSUANCE OF ADDITIONAL SHARES TO OTHERS.
Purchaser
understands and agrees that additional shares of the Company's
Common
Stock may be issued by the Company from time to time, whether as
part of
the same offering by which Purchaser purchases the Acquired
Shares or a
different offering or other event, which could result in the
dilution of
the Purchaser's percentage interest and shareholding position in
the
Company.
(k) UNREGISTERED STOCK; REGISTRATION OF STOCK. Purchaser
understands
that the Acquired Stock has not been registered under the
Securities Act
of 1933, as amended (the "Act"), or under any applicable state
securities
law, in reliance upon available exemptions from registration.
Accordingly,
Purchaser's right or ability to sell, tra
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