This Purchase and Sale Agreement involves
Title: FORM OF STOCK PURCHASE AGREEMENT
Governing Law: Michigan Date: 5/2/2005
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").
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
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
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.
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
(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
(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
(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
(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