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Exhibit 4.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into on
February
____, 2005 by and between Arcadia Resources, Inc., a Nevada
corporation
("Seller" or "Company"), and ________________, a _______________
("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, __________________(_____________) 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.
$0.90 per share for a total aggregate purchase price for all of
the Acquired
Stock of ______________________($_______________) 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
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
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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 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 of
____________________.
(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
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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 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,
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