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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
